as set forth in the Offer Document
and the issuance of the New Senior Notes, and that Agent and Lenders agree to
amend the Loan Agreement in connection therewith, and Agent and the Required
Lenders have agreed, subject to the terms and conditions set forth herein, to
provide such consent and amendments as more specifically set forth herein;
NOW, THEREFORE, in consideration of the mutual conditions and agreements and
covenants set forth herein, and for other good and valuable consideration, the
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
DEFINITIONS.
(A)
ADDITIONAL DEFINITIONS.
AS USED HEREIN OR IN ANY OF THE OTHER FINANCING
AGREEMENTS, THE FOLLOWING TERMS SHALL HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM
BELOW, AND THE LOAN AGREEMENT AND THE OTHER FINANCING AGREEMENTS SHALL BE DEEMED
AND ARE HEREBY AMENDED TO INCLUDE, IN ADDITION AND NOT IN LIMITATION, EACH OF
THE FOLLOWING DEFINITIONS:
(I)
"AMENDMENT NO. 5" SHALL MEAN CONSENT AND AMENDMENT NO. 5 TO LOAN
AND SECURITY AGREEMENT, DATED AS OF FEBRUARY 25, 2005, BY AND AMONG BORROWER,
AGENT AND LENDERS, AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED.
(II)
"AUSTRALASIAN SALE" SHALL MEAN THE SALE OF ALL OR ANY SUBSTANTIAL
PORTION OF THE ASSETS OF AEP INDUSTRIES (AUSTRALIA) PTY LIMITED, AEP INDUSTRIES
(NZ) LIMITED OR ANY OF THEIR RESPECTIVE SUBSIDIARIES (COLLECTIVELY, THE
"AUSTRALASIAN SUBSIDIARIES") OR OF ANY OF THE CAPITAL STOCK OF THE AUSTRALASIAN
SUBSIDIARIES, INCLUDING AND TOGETHER WITH THE MERGER OR CONSOLIDATION OF ANY
AUSTRALASIAN SUBSIDIARY WITH ANY OTHER PERSON THAT IS NOT AN AFFILIATE
(INCLUDING ANY OTHER FOREIGN SUBSIDIARY OF BORROWER).
NOTHING CONTAINED HEREIN
SHALL BE DEEMED TO AFFECT THE LIMITATIONS ON ANY SALE BY A FOREIGN SUBSIDIARY
SET FORTH IN SECTION 9.7(B)(VI) OF THE LOAN AGREEMENT.
(III)
"NEW SENIOR NOTE DESCRIPTION OF NOTES" SHALL MEAN THE DESCRIPTION OF
NOTES WITH RESPECT TO THE NEW SENIOR NOTES INCLUDED AS EXHIBIT B HERETO.
(IV)
"NEW SENIOR NOTES" SHALL MEAN, COLLECTIVELY,
THE SENIOR NOTES ISSUED
BY BORROWER IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $175,000,000, ISSUED
PURSUANT TO THE INDENTURE TO BE EXECUTED AND DELIVERED IN CONNECTION THEREWITH,
THE TERMS OF WHICH ARE DESCRIBED IN THE NEW SENIOR NOTE DESCRIPTION OF NOTES, AS
THE SAME MAY HEREAFTER BE AMENDED, MODIFIED, SUPPLEMENTED, EXTENDED, RENEWED,
RESTATED OR REPLACED.
(V)
"TENDER OFFER" SHALL MEAN THE OFFER TO PURCHASE FOR CASH ANY AND ALL
OF THE OUTSTANDING SENIOR SUBORDINATED NOTES BY BORROWER AND THE SOLICITATION OF
THE HOLDERS OF THE SENIOR SUBORDINATED NOTES TO CONSENT TO CERTAIN AMENDMENTS
AND MODIFICATIONS OF THE SENIOR SUBORDINATED NOTES AND THE SENIOR SUBORDINATED
INDENTURE, IN EACH CASE, UPON THE TERMS AND CONDITIONS DESCRIBED IN AN OFFER TO
PURCHASE AND CONSENT SOLICITATION STATEMENT INCLUDED AS EXHIBIT A HERETO.
(B)
INTERPRETATION.
FOR PURPOSES OF THIS AMENDMENT NO. 5, ALL TERMS USED
HEREIN, INCLUDING BUT NOT LIMITED TO, THOSE TERMS USED AND/OR DEFINED HEREIN OR
IN THE RECITALS HERETO SHALL
2
HAVE THE RESPECTIVE MEANINGS ASSIGNED THERETO IN THE LOAN AGREEMENT AS AMENDED
BY THIS AMENDMENT NO. 5.
2.
CONSENTS.
ON