The Company, the Lenders and the Agents are parties to a Credit Agreement

 

Amendment No. 2

     AMENDMENT NO. 2 dated as of March 22, 1996 between AEP INDUSTRIES INC.
(the "COMPANY"), the lenders party thereto (the "LENDERS"), THE CHASE MANHATTAN
BANK (NATIONAL ASSOCIATION), as administrative agent for the Lenders (in such
capacity, the "ADMINISTRATIVE AGENT") and MELLON BANK, N.A., as documentation
agent for the Lenders (in such capacity, the "DOCUMENTATION AGENT" and, together
with the Administrative Agent, the "AGENTS").

     The Company, the Lenders and the Agents are parties to a Credit Agreement
dated as of August 3, 1995 (as heretofore modified and supplemented and in
effect on the date hereof, the "CREDIT AGREEMENT"), providing, subject to the
terms and conditions thereof, for credit facilities by the Lenders to the
Company in an aggregate principal or face amount of $140,000,000.  The Company
has requested that the Lenders modify the definitions of "Applicable Commitment
Fee Rate" and "Applicable Margin" in Section 1.01 of the Credit Agreement and
that the Lenders waive the restrictions under the Credit Agreement in order to
permit the Company to make certain additional purchases of its own stock.
Accordingly, the parties hereto agree as follows:

     Section 1.  DEFINITIONS.  Except as otherwise defined in this Amendment
No. 2, terms defined in the Credit Agreement are used herein as defined therein.

     Section 2.  AMENDMENTS.  Subject to the satisfaction of the conditions
precedent in Section 4 below, but effective as of March 31, 1996, the Credit
Agreement shall be amended as follows:

     A.  References in the Credit Agreement (including references to the Credit
Agreement as amended hereby) to "this Agreement" (and indirect references such
as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be
references to the Credit Agreement as amended hereby.

     B.  The definitions of "Applicable Commitment Fee Rate" in Section 1.01 of
the Credit Agreement is hereby amended by replacing the ratio of "2.40:1" with
the ratio of "3.00:1" in both places where such ratio appears under the heading
"Range of Leverage Ratio."

     C.  The definition of "Applicable Margin" in Section 1.01 of the Credit
Agreement is hereby amended (i) by deleting the words "with respect to the
Revolving Credit Loans," in the sixth line thereof and (ii) by replacing the
pricing grid contained therein with the following:

                                   Applicable Margin (% p.a.)
                                   --------------------------
"Range of Leverage
    Ratios                       Base Rate Loans     Eurodollar Loans
- -------------------------------  ---------------     ----------------
Less than 2.01:1                       0%                  0.75%

Equal to or greater than 2.01:1        0%                  1.25%
but less than 2.50:1

Equal to or greater than 2.50:1     0.50%                  1.75%
but less than 3.00:1

Equal to or greater than 3:00:1"     1.0%                  2.25%

     Section 3.  REPRESENTATIONS AND WARRANTIES.  The Company hereby represents
and warrants to the Lenders and the Agents that (a) the representations and
warranties in Section 7 of the Credit Agreement are true and correct on the date
hereof as if made on and as of the date hereof and as if each reference in said
Section 7 to "this Agreement" included reference to this Amendment No. 2 and
(b) no Default has occurred and is continuing as of the date hereof.

     Section 4.  CONDITIONS PRECEDENT.  As provided in Section 2, the
amendments to the Credit Agreement set forth in said Section 2 shall become
effective as of the date hereof, upon execution and delivery of one or more
counterparts of this Amendment No. 2 by each of the parties hereto.

     Section 5.  MISCELLANEOUS.  Except as expressly provided herein, the
Credit Agreement shall remain unmodified and in full force and effect.  This
Amendment No. 2 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument and any of the
parties hereto may execute this Amendment No. 2 by signing any such counterpart.
This Amendment No. 2 shall be governed by, and construed in accordance with, the
law of the State of New York.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duly executed and delivered as of the day and year first above written.

                                        AEP INDUSTRIES INC.

                                        s/a Paul M. Feeney
                                        ------------------------
                                        Executive Vice President

                                        LENDERS

                                        THE CHASE MANHATTAN BANK
                                         (NATIONAL ASSOCATION)

                                        ------------------------

                                        MELLON BANK, N.A.

                                        ------------------------

                                        UNITED JERSEY BANK

                                        ------------------------

                                        VAN KAMPEN MERRITT PRIME RATE
                                         INCOME TRUST

                                        ------------------------

                                        THE BANK OF NEW YORK (NJ)

                                        ------------------------

                                        EUROPEAN AMERICAN BANK

                                        ------------------------

                                        THE SUMITOMO BANK, LIMITED

                                        ------------------------

 

Basic Info X:

Name: The Company, the Lenders and the Agents are parties to a Credit Agreement
Type: Credit Agreement
Date: June 12, 1996
Company: AEP INDUSTRIES INC
State: Delaware

Other info:

Date:

  • March 22 , 1996
  • August 3 , 1995
  • March 31 , 1996

Organization:

  • AEP INDUSTRIES INC.

Location:

  • N.A.
  • MANHATTAN
  • NEW YORK

Money:

  • $ 140,000,000

Person:

  • Paul M. Feeney
  • KAMPEN MERRITT

Percent:

  • 0 % 0.75 %
  • 0 % 1.25 %
  • 0.50 % 1.75 %
  • 1.0 % 2.25 %