Exhibit 10.18


             


            
            FIRST AMENDMENT TO CREDIT AGREEMENT


             


            
            THIS FIRST AMENDMENT TO CREDIT AGREEMENT
            (this
            “Amendment”), dated as
            of February 29, 2008, is by and among TREDEGAR
            CORPORATION, a Virginia corporation (the
            “Borrower”), the
            Domestic Subsidiaries of the Borrower as may from time to time become a party hereto
            (collectively, the
            “Guarantors”),
            and WACHOVIA BANK, NATIONAL
            ASSOCIATION, as administrative agent on behalf of the Lenders
            under the Credit Agreement (as hereinafter defined) (in such capacity, the
            “Administrative Agent”).
            Capitalized terms used herein and not otherwise defined herein shall have the meanings
            ascribed thereto in the Credit Agreement.


             


            W
            I T N E S S E T H


             


            
            WHEREAS, the Borrower, the Guarantors,
            certain banks and financial institutions from time to time party thereto (the
            “Lenders”) and the
            Administrative Agent are parties to that certain Credit Agreement dated as of December
            15, 2005 (as amended, modified, extended, restated, replaced, or supplemented from time
            to time, the “Credit
            Agreement”);


             


            
            WHEREAS, the Credit Parties have requested
            the Required Lenders amend certain provisions of the Credit Agreement; and


             


            
            WHEREAS, the Required Lenders are willing
            to make such amendments to the Credit Agreement, subject to the terms and conditions
            set forth herein.


             


            
            NOW, THEREFORE, in consideration of the
            agreements hereinafter set forth, and for other good and valuable consideration, the
            receipt and adequacy of which are hereby acknowledged, the parties hereto agree as
            follows:


             


            
            ARTICLE I


            
            AMENDMENTS TO CREDIT AGREEMENT


             


            
            1.1       
            New Definition.
            The following definition is hereby added to Section 1.01 of the
            Credit Agreement in the appropriate alphabetical order:


            
             


            
            “First Amendment Effective
            Date” shall mean February 29,
            2008.


             


            
            1.2       
            Amendment to Definition of Permitted
            Investments. The definition
            of Permitted Investments set forth in Section 1.1 of the Credit Agreement is
            hereby amended by (1) amending and restating clause (h) of such definition and (2)
            adding a new clause (i) to the end of such definition and making the appropriate
            punctuation and grammatical changes thereto as follows:


             


            


             

            
            

            

             


            
            (h)       
            additional loans, advances and/or Investments of a nature not
            contemplated by the foregoing or following clauses hereof; provided that such loans,
            advances and/or Investments made pursuant to this
            clause  (h) shall (i) not
            exceed an aggregate amount of more than $75,000,000 at any time outstanding and (ii) be
            accounted for at original cost or amount invested, loaned or advanced for the purposes
            of determining compliance with this limitation; and


             


            
            (i)        
            Investments existing as of the First Amendment Effective Date and set
            forth on Schedule
            1.01.


             


            
            1.3       
            Amendment to Section
            6.04. Section 6.04 of the
            Credit Agreement is hereby amended by adding the following clause (e) to the end of
            such section and making the appropriate punctuation and grammatical changes thereto as
            follows:


            
             


            
            (e)       any Credit Party or any of
            its Subsidiaries from dissolving or disposing of any Subsidiary (other than Significant
            Subsidiaries).


             


            
            1.4       
            Amendment to Section
            6.07. Section 6.07 is
            hereby amended and restated in its entirety to read as follows:


             


            
            Permit Consolidated Stockholders’ Equity, at any time, to be
            less than $315,000,000 increased on a cumulative basis at the end of each fiscal
            quarter of the Borrower, beginning with the fiscal quarter ended September 30, 2007, by
            an amount equal to 50% of Consolidated Net Income (to the extent positive) for the
            fiscal quarter then ended.


            
             


            
            ARTICLE II


            
            CONDITIONS TO EFFECTIVENESS


             


            
            2.1       
            Closing Conditions.
            This Amendment shall become effective as of the day and year set forth
            above (the “Amendment Effective
            Date”) upon satisfaction of the following conditions
            (in form and substance reasonably acceptable to the Administrative Agent):


             


            
            (a)       
            Executed Amendment. The Administrative
            Agent shall have received a copy of this Amendment duly executed by each of the Credit
            Parties and the Administrative Agent, on behalf of the Required Lenders.


             


            
            (b)       
            Executed Consents. The Administrative Agent
            shall have received executed consents, in substantially the form of
            Exhibit A attached hereto, from the
            Required Lenders authorizing the Administrative Agent to enter into this Amendment on
            their behalf. The delivery by the Administrative Agent of its signature page to this
            Amendment shall constitute conclusive evidence that the consents from the Required
            Lenders have been obtained.


             


            
            2


            


             

            
            

            

             


            
            (c)       
            Default. After giving effect to this
            Amendment, no Default or Event of Default shall exist.


             


            
            (d)       
            Fees and Expenses. The Administrative Agent
            shall have received from the Borrower, on behalf of each Lender that executes and
            delivers a Lender Consent to the Administrative Agent by 4:00 p.m. (Charlotte, NC time)
            on February 29, 2008, an amendment fee in an amount equal to five (5) basis points on
            the aggregate Commitments of such approving Lenders. In addition, the Administrative
            Agent shall have received from the Borrower such other fees and expenses that are
            payable in connection with the consummation of the transactions contemplated hereby,
            including, without limitation, the reasonable fees and expenses of Moore & Van
            Allen PLLC.


             


            
            (e)       
            Miscellaneous. All other documents and
            legal matters in connection with the transactions contemplated by this Amendment shall
            be reasonably satisfactory in form and substance to the Administrative Agent and its
            counsel.


             


            
            ARTICLE III


            
            MISCELLANEOUS


             


            
            3.1       
            Amended Terms.
            On and after the Amendment Effective Date, all references to the Credit
            Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as
            amended by this Amendment. Except as specifically amended hereby or otherwise agreed,
            the Credit Agreement is hereby ratified and confirmed and shall remain in full force
            and effect according to its terms.


             


            
            3.2       
            Representations and Warranties of Credit
            Parties. Each of the Credit
            Parties represents and warrants as follows:


             


            
            (a)       It has taken all necessary
            action to authorize the execution, delivery and performance of this
            Amendment.


             


            
            (b)       This Amendment has been
            duly executed and delivered by such Credit Party and constitutes such Credit
            Party’s legal, valid and binding obligations, enforceable in accordance with its
            terms, except as such enforceability may be subject to (i) bankruptcy, insolvency,
            reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting
            creditors’ rights generally and (ii) general principles of equity
            (regardless of whether such enforceability is considered in a proceeding at law or in
            equity).


             


            
            (c)       No consent, approval,
            authorization or order of, or filing, registration or qualification with, any court or
            governmental authority or third party is required in connection with the execution,
            delivery or performance by such Person of this Amendment.


             


            
            3


            


             

            
            

            

             


            
            (d)       The representations and
            warranties set forth in Article III of the Credit Agreement are true and correct
            as of the date hereof (except for those which expressly relate to an earlier
            date).


             


            
            (e)       After giving effect to this
            Amendment, no event has occurred and is continuing which constitutes a Default or an
            Event of Default.


             


            
            (f)        Except as
            specifically provided in this Amendment, the Credit Party Obligations are not reduced
            or modified by this Amendment.


             


            
            3.3       
            Reaffirmation of Credit Party
            Obligations. Each Credit
            Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that
            it is bound by all terms of the Credit Agreement applicable to it and (b) that it
            is responsible for the observance and full performance of its respective Credit Party
            Obligations.


             


            
            3.4       
            Loan Document.
            This Amendment shall constitute a Loan Document under the terms of the
            Credit Agreement.


             


            
            3.5       
            Expenses.
            The Borrower agrees to pay all reasonable costs and expenses of the
            Administrative Agent in connection with the preparation, execution and delivery of this
            Amendment, including without limitation the reasonable fees and expenses of the
            Administrative Agent’s legal counsel.


             


            
            3.6       
            Further Assurances.
            The Credit Parties agree to promptly take such action, upon the request
            of the Administrative Agent, as is necessary to carry out the intent of this
            Amendment.


             


            
            3.7       
            Entirety.
            This Amendment and the other Loan Documents embody the entire agreement
            among the parties hereto and supersede all prior agreements and understandings, oral or
            written, if any, relating to the subject matter hereof.


             


            
            3.8       
            Counterparts;
            Telecopy. This Amendment may
            be executed in any number of counterparts, each of which when so executed and delivered
            shall be an original, but all of which shall constitute one and the same instrument.
            Delivery of an executed counterpart to this Amendment by telecopy or other electronic
            means shall be effective as an original and shall constitute a representation that an
            original will be delivered.


             


            
            3.9       
            No Actions, Claims,
            Etc. As of the date hereof,
            each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of
            any actions, causes of action, claims, demands, damages and liabilities of whatever
            kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or
            the Administrative Agent’s or the Lenders’ respective officers, employees,
            representatives, agents, counsel or directors arising from any action by such Persons,
            or failure of such Persons to act under this Credit Agreement on or prior to the date
            hereof.


             


            
            4


            


             

            
            

            

             


            
            3.10     
            GOVERNING LAW.
            THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
            ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.


             


            
            3.11     
            Successors and
            Assigns. This Amendment
            shall be binding upon and inure to the benefit of the parties hereto and their
            respective successors and assigns.


             


            
            3.12     
            General Release.
            In consideration of the Administrative Agent, on behalf of the Lenders,
            entering into this Amendment, each Credit Party hereby releases the Administrative
            Agent, the Lenders, and the Administrative Agent’s and the Lenders’
            respective officers, employees, representatives, agents, counsel and directors from any
            and all actions, causes of action, claims, demands, damages and liabilities of whatever
            kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to
            the extent that any of the foregoing arises from any action or failure to act under the
            Credit Agreement on or prior to the date hereof, except, with respect to any such
            person being released hereby, any actions, causes of action, claims, demands, damages
            and liabilities arising out of such person’s gross negligence, bad faith or
            willful misconduct.


             


            
            3.13     
            Consent to Jurisdiction; Service of Process; Waiver of Jury
            Trial. The jurisdiction,
            services of process and waiver of jury trial provisions set forth in Sections 9.11
            and 9.16 of the Credit Agreement are hereby incorporated by reference,
            mutatis mutandis.


            
             


             


            
            5


            


             

            
            

            

             


            
            TREDEGAR CORPORATION


            FIRST
            AMENDMENT TO CREDIT AGREEMENT


             


            
            IN WITNESS WHEREOF the parties hereto have caused this Amendment to be
            duly executed on the date first above written.


             


            
                	
                            
                            BORROWER:

                        	
                            
                            TREDEGAR CORPORATION

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            By: /s/ D. Andrew
                            Edwards          

                        


            


            
                	
                            
                             

                        	
                            
                            Name:

                        	
                            
                            D. Andrew Edwards

                        


            


            
                	
                            
                             

                        	
                            
                            Title:

                        	
                            
                            Vice President, CFO and Treasurer

                        


            


             


            
                	
                            
                            GUARANTORS:

                        


            


            
                	
                            
                            AUS CORPORATION, a Virginia corporation

                        
	
                            
                            BON L ALUMINUM LLC, a Virginia limited
                            liability company

                        
	
                            
                            BON L CAMPO LIMITED PARTNERSHIP, a Texas
                            limited  partnership

                        
	
                            
                            BON L HOLDINGS CORPORATION, a Virginia
                            corporation

                        
	
                            
                            BON L MANUFACTURING COMPANY, a
                            Virginia  corporation

                        
	
                            
                            El Campo GP, LLC, a Virginia limited liability
                            company

                        
	
                            
                            THE WILLIAM L. BONNELL COMPANY, INC., a Georgia
                            corporation

                        
	
                            
                            TREDEGAR CONSUMER DESIGNS, INC., a Virginia
                            corporation

                        
	
                            
                            IDLEWOOD PROPERTIES, INC., a Virginia
                            corporation

                        
	
                            
                            AFBS, INC., a Virginia corporation

                        
	
                            
                            TREDEGAR FAR EAST CORPORATION, a Virginia
                             corporation

                        
	
                            
                            TREDEGAR FILM PRODUCTS CORPORATION, a
                            Virginia corporation

                        
	
                            
                            TREDEGAR FILM PRODUCTS (EUROPE), INC., a
                            Virginia corporation

                        
	
                            
                            TREDEGAR FILM PRODUCTS - LAKE ZURICH, LLC, a Virginia
                            limited liability company

                        
	
                            
                            TREDEGAR FILM PRODUCTS (LATIN AMERICA), Inc.,
                            a  Virginia corporation

                        
	
                            
                            TREDEGAR FILM PRODUCTS (U.S.) LLC, a
                            Virginia  limited liability company

                        
	
                            
                            TREDEGAR FILMS DEVELOPMENT, INC., a
                            Virginia  corporation

                        
	
                            
                            TREDEGAR FILMS RS CONVERTING, LLC, a Virginia limited
                            liability company

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                             


                            
                            By:      
                            /s/ D. Andrew
                            Edwards                                    
                             


                            
                            Name:  D. Andrew Edwards


                            
                            Title:    Vice President and
                            Treasurer


                            
                             


                            
                             

                        
	
                            
                             

                        
	
                            
                             

                        


            


             


            


             

            
            

            

             


            
            TREDEGAR CORPORATION


            FIRST
            AMENDMENT TO CREDIT AGREEMENT


             


             


            
                	
                            
                            TREDEGAR PERFORMANCE FILMS INC., a Virginia
                            corporation

                        
	
                            
                            TREDEGAR INVESTMENTS, INC., a Virginia
                            corporation

                        
	
                            
                            TREDEGAR INVESTMENTS II, INC., a Virginia
                            corporation

                        
	
                            
                            TREDEGAR REAL ESTATE HOLDINGS, INC., a
                            Virginia corporation

                        
	
                            
                            FALLING SPRINGS, LLC, a Virginia   limited
                            liability company

                        
	
                            
                            JACKSON RIVER MOUNTAIN PROPERTIES LLC., a
                            Virginia limited

                                   liability company

                        
	
                            
                            SMITH BRIDGE 40, a Virginia limited liability
                            company

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                             


                            
                            By:       
                            /s/ D. Andrew
                            Edwards                                             
                             


                            
                            Name:  D. Andrew Edwards


                            
                            Title:    Vice President and
                            Treasurer


                            
                             


                            
                             

                        


            


             


             


            


             

            
            

            

             


            
                	
                            
                            ADMINISTRATIVE AGENT:

                        	
                            
                            WACHOVIA BANK, NATIONAL ASSOCIATION,

                        


            


            
            as a Lender and as Administrative Agent on behalf of the Required
            Lenders


             


            
                	
                            
                             

                        	
                            
                            By:

                        	
                            
                            /s/ C. Jeffrey
                            Seaton        

                        


            


            
                	
                            
                             

                        	
                            
                            Name:

                        	
                            
                            C. Jeffrey Seaton

                        


            


            
                	
                            
                             

                        	
                            
                            Title:

                        	
                            
                            Managing Director