Additional Definitions

Additional Definitions. As used herein, the term "Amendment No. 6" shall mean this Amendment No. 6 to Loan and Security Agreement by and among Agent, Lenders, Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced and the Loan Agreement and the other Financing Agreements are hereby amended to include, in addition and not in limitation, such definition.

Additional Definitions. Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definitions which shall read in full as follows: "Third Amendment" means that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of March 23, 2015, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto. "Third Amendment Effective Date" means March 23, 2015.

Additional Definitions. As used herein, each of the following terms shall have the meaning given to it below and the Loan Agreement shall be deemed and is hereby amended to include, in addition and not in limitation, the following definitions: "Amendment No. 8" shall mean Amendment No. 8 to Loan and Security Agreement by and among Agent, Lenders and Borrower as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. "Finance Co." shall mean AEP Industries... Finance Inc., a Delaware corporation and newly-formed, wholly-owned Subsidiary of Borrower. "Finance Co. Investment" shall mean any loan or advance to, or other investment in (by capital contribution, dividend or otherwise), Finance Co. by Borrower, provided, that, as to any such loan, advance or other investment, each of the following conditions is satisfied: (i) as of the date of any such loan, advance or other investment and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (ii) as of the date of any such loan, advance or other investment, and after giving effect thereto, if there are any Loans or Letter of Credit Accommodations outstanding as of such date and after giving effect to any such loan, advance or investment, (A) as of the date of any such payment, and after giving effect thereto, Excess Availability shall be not less than $20,000,000 and (B) as of the date of any such payment and after giving effect thereto, the aggregate amount of all payments in respect of Permitted Transactions shall not exceed $75,000,000 in the fiscal year of Borrower ending October 31, 2006 or $50,000,000 in any fiscal year thereafter, and (iii) all of the proceeds of any such loan, advance or other investment shall be used by Finance Co. to make a substantially contemporaneous payment to redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock of Borrower permitted under Section 9.11(c) hereof. View More

Additional Definitions. As used herein, the following terms shall have the meanings given to them below and the Loan Agreement and the other Financing Agreements are hereby amended to include, in addition and not in limitation, the following definitions:

Additional Definitions. As used herein, the following terms shall have the respective meanings given to them below and the Existing Credit Agreement, the Existing ABL Guarantee and Collateral Agreement and the other Existing Loan Documents shall be deemed and are hereby amended to include, in addition and not in limitation, each of the following definitions: (a) "Bankruptcy Code" means the United States Bankruptcy Code, being Title 11 of the United States Code as enacted in 1978, as the same has heretofore been or... may hereafter be amended, recodified, modified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto. (b) "Bankruptcy Court" means the United States Bankruptcy Court or the United States District Court for the Western District of Texas, San Antonio Division. (c) "Budget" means the initial thirteen (13) week budget to be delivered to Agent and Lenders in accordance with Section 5.3(a) hereof, in form and substance satisfactory to Agent, setting forth the Projected Information for the periods covered thereby, which initial budget shall be updated on a cumulative, weekly roll forward basis, together with any subsequent or amended budget(s) thereto delivered to Agent and Lenders, in form and substance satisfactory to Agent, in accordance with the terms and conditions hereof. (d) "Chapter 11 Cases" means the Chapter 11 cases of Borrower and Subsidiary Loan Parties which are being jointly administered under the Bankruptcy Code and are pending in the Bankruptcy Court. (e) "Debtors" means, collectively, Borrower, as Debtor and Debtor-in-Possession in the Chapter 11 Cases, and each Subsidiary Loan Party, as Debtor and Debtor-in-Possession in the Chapter 11 Cases. (f) "DIP Fee Letter" means the letter agreement, dated of even date herewith, between Borrower and Agent, setting forth certain fees payable by Borrower to Agent, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (g) "Existing ABL Guarantee and Collateral Agreement" means, the ABL Guarantee and Collateral Agreement, dated as of September 28, 2007, by and among Borrower, Subsidiary Loan Parties and the Collateral Agent, as in effect immediately prior to the Petition Date. (h) "Existing Credit Agreement" means the Credit Agreement, dated as of September 28, 2007, by and among Borrower, Subsidiary Loan Parties, the Administrative Agent and Lenders, as in effect immediately prior to the Petition Date. (i) "Existing Loan Documents" means the Loan Documents (as defined in the Existing Credit Agreement), as in effect immediately prior to the Petition Date. (j) "Financing Order" means the Interim Financing Order, the Permanent Financing Order and such other orders relating thereto or authorizing the granting of credit by Agent, Lenders and Supplemental Loan Lender to Borrower pursuant to the Existing Credit Agreement, as amended by the Ratification Agreement and as ratified, assumed and adopted by Borrower and each Subsidiary Loan Party pursuant to the terms thereof, on an emergency, interim or permanent basis pursuant to Section 364 of the Bankruptcy Code as may be issued or entered by the Bankruptcy Court in the Chapter 11 Cases. (k) "Interim Financing Order" has the meanings set forth in Section 11.8 hereof. (l) "Material Budget Deviation" has the meanings set forth in Section 5.3(c) hereof. (m) "Permanent Financing Order" has the meanings set forth in Section 11.9 hereof. (n) "Petition Date" means the date of the commencement of the Chapter 11 Cases. (o) "Post-Petition Collateral" means any and all of the following assets and property of each Debtor's estate, whether real, personal or mixed and wherever located, of any kind, nature or description, including any such property in which a lien is granted to the Collateral Agent and Secured Parties pursuant to the Loan Documents, the Financing Order or any other order entered or issued by the Bankruptcy Court: (i) all of the Pre-Petition Collateral; 2 (ii) all Accounts (other than Accounts arising under contracts for the sale of Non-ABL Collateral) and related Records; (iii) all Chattel Paper; (iv) all Deposit Accounts and all cash, checks and other negotiable instruments, funds and other evidences of payment held therein (but not any identifiable Proceeds of Non-ABL Collateral); (v) all Inventory; (vi) solely to the extent evidencing, governing, securing or otherwise related to the items referred to in the preceding clauses (ii), (iii), (iv) and (v), all Documents, General Intangibles (other than Intellectual Property), Instruments, Investment Property and Letter of Credit Rights; (vii) all books and records related to the foregoing; (viii) subject to approval by the Bankruptcy Court pursuant to the Permanent Financing Order, all present and future claims, rights, interests, assets and properties recovered by or on behalf of Borrower and each Subsidiary Loan Party or any trustee of Borrower or any Subsidiary Loan Party (whether in the Chapter 11 Cases or any subsequent case to which any Chapter 11 Case is converted), including without, limitation, all such property recovered as a result of transfers or obligations avoided or actions maintained or taken pursuant to, inter alia, Sections 542, 545, 547, 548, 549, 550, 552 and 553 of the US Bankruptcy Code, subject to the terms of the applicable Financing Order); and (ix) all Proceeds, including insurance Proceeds, of any and all of the foregoing and all collateral, security and guarantees given by any Person with respect to any of the foregoing. Notwithstanding clause (ix) above, "Post-Petition Collateral" shall not include any assets referred to in clauses (a) through (j) and (l) of the definition of "Non-ABL Collateral" (as defined in the Existing ABL Guarantee and Collateral Agreement) that are not included in clause (vi) above. All capitalized terms used in this definition and not defined elsewhere in the Existing Credit Agreement have the meanings assigned to them in the New York UCC. (p) "Post-Petition Obligations" means all Obligations (as defined in the Existing ABL Guarantee and Collateral Agreement) arising on and after the Petition Date and whether arising on or after the conversion or dismissal of the Chapter 11 Cases, or before, during and after the confirmation of any plan of reorganization in the Chapter 11 Cases, and whether arising under or related to this Ratification Agreement, the Credit Agreement, the ABL Guarantee and Collateral Agreement, the other Loan Documents, a Financing Order, by operation of law or otherwise, and whether incurred by Borrower or such Subsidiary Loan Party as principal, surety, endorser, Subsidiary Loan Party or otherwise and including, without limitation, all principal, interest, financing charges, letter of credit fees, unused line fees, servicing fees, debtor-in-possession facility fees, other fees, commissions, costs, expenses and attorneys', accountants' and consultants' fees and expenses incurred in connection with any of the foregoing. (q) "Pre-Petition Collateral" means, collectively, (i) all "ABL Collateral" as such term is defined in the Existing ABL Guarantee and Collateral Agreement as of the Petition Date, and (ii) all other security for the Pre-Petition Obligations as provided in the Existing Credit Agreement, the Existing ABL Guarantee and Collateral Agreement and the other Existing Loan Documents as of the Petition Date. (r) "Pre-Petition Obligations" means all Obligations (as defined in the Existing ABL Guarantee and Collateral Agreement) arising at any time before the Petition Date. (s) "Projected Information" has the meaning specified in Section 5.3 of the Ratification Agreement. (t) "Purchase Price" means the amount required for the payment in full of all Obligations outstanding on the Purchase Date (including, without limitation, all principal, interest, fees and expenses (including reasonable attorneys' fees and legal expenses), but not including Obligations for which cash collateral (or a letter of credit) is to be provided as set forth in Section 12.7(c)(i) hereof or other contingent Obligations). (u) "Ratification Agreement" means this Ratification and Amendment Agreement by and among Borrower, Subsidiary Loan Parties, the Administrative Agent, the Collateral Agent, Lenders and Supplemental Loan Lender, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. 3 (v) "Stated Expiry Date" means February 5, 2010. (w) "Supplemental Loan" has the meaning specified in Section 9.1 of the Ratification Agreement. (x) "Supplemental Loan Junior Participation Agreement" means that certain agreement among Supplemental Loan Participants and Supplemental Loan Lender, which shall be in form and substance reasonably satisfactory to Supplemental Loan Lender and Supplemental Loan Participant, pursuant to which Supplemental Loan Participant has purchased, or will purchase, a 100% junior participation in the Supplemental Loan. (y) "Supplemental Loan Lender" means Wachovia Bank, National Association, as a Lender in its individual capacity. For the purposes of this definition, "Supplemental Loan Lender" shall not include any Lender other than Wachovia Bank, National Association. (z) "Supplemental Loan Participants" means those banks or other financial institutions that purchase in aggregate 100% junior participation in the Supplemental Loan pursuant to the terms of the Supplemental Loan Junior Participation Agreement. View More

Additional Definitions. The following terms will have the meanings given to them in this Section: "Acquisition Cost" for any Software financed for an Obligor by FBC and covered by a Direct Finance Contract, means an amount equal to the amount (net of rebates and credits) which AspenTech charges for such Software, less the amount of any down payments or credits, and/or unpaid refinancing or "take-out" liabilities associated with such Software. "Closing Date" has the meaning given in Section 2(f). "Direct Finance... Contract" means a non-cancelable full pay-out financing agreement arising out of the licensing and provision of Software, which is a direct agreement between the Obligor and FBC. A Direct Finance Contract is a "Contract" under the Letter Agreement. "Software Agreements" has the meaning given in Section 2(e). View More

Additional Definitions. The following additional definitions are hereby added to Schedule B to the Note Agreement to read in their entirety as follows: "First Amendment" means the First Amendment to the Amended and Restated Note Purchase Agreement dated November 2, 2007. "Michigan Due Diligence Costs" means the actual costs and expenses incurred by the Issuers in connection with the proposed acquisition of twenty-nine (29) Michigan cemeteries currently under state ordered conservatorship.

Additional Definitions. The following additional definitions are hereby added to Section 1.01 (Defined Terms) of the Credit Agreement to read in their entirety as follows: "Fourth Amendment" means the Fourth Amendment to this Agreement dated November 24, 2009. "Fourth Amendment Effective Date" means the date on which the Fourth Amendment is effective in accordance with its terms. "Future High Yield Notes" means senior unsecured notes issued after the Fourth Amendment Effective Date, from time to time, pursuant to,... and in accordance with the High Yield Indenture, meeting each of the following requirements: (a) such notes are in an aggregate original principal amount that, when aggregated with the aggregate original principal amount of the High Yield Notes issued on the Fourth Amendment Effective Date, does not exceed the limitation set forth in Section 7.02(n); (b) the terms of such notes are substantially similar to the High Yield Notes issued on the Fourth Amendment Effective Date (provided that (i) the scheduled maturity date for any principal payment under such notes shall not be prior to December 1, 2017 and (ii) the interest rate payable on such notes shall be a market rate for the issuance of such notes at the time issued); (c) no Default or Event of Default has occurred and is continuing or would result from the issuance of such notes; and (d) the Borrowers shall have delivered to the Administrative Agent, not less than ten (10) Business Days prior to the date of the issuance of such notes (or such shorter period as the Administrative Agent may agree to in writing), a pro forma Compliance Certificate showing compliance, on a Pro Forma Basis (for the related Calculation Period), with the covenants set forth in Section 7.11 immediately after giving effect to the issuance of such notes. 2 "High Yield Documents" means the High Yield Note Indenture, the High Yield Notes, and the related guarantees, notes and all other agreements, instruments and other documents pursuant to which the High Yield Notes have been or will be issued or otherwise setting forth the terms of the High Yield Notes or otherwise entered into in connection with the High Yield Indenture, as each may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time. "High Yield Note Indenture" means that certain Indenture, dated as of November 24, 2009, among the Operating Company, certain other Credit Parties and Wilmington Trust FSB, as trustee, as the same may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time. "High Yield Note Transaction" has the meaning set forth in the Fourth Amendment. "High Yield Notes" means the 10.250%% senior unsecured notes in an aggregate amount of One Hundred Fifty Million Dollars ($150,000,000), having a maturity of December 1, 2017, together with any Future High Yield Notes, each issued pursuant to the High Yield Indenture, in each case, as the same may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time. "High Yield Purchasers" means the initial purchasers of the High Yield Notes, together with any successors thereto as holders of such notes. (c) Amendment to Definition of "Calculation Period". The definition of "Calculation Period" set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting the words "or Future High Yield Notes" after the words "or issuance of Future Senior Secured Notes". (d) Amendment to Definition of "Consolidated EBITDA". The definition of "Consolidated EBITDA" set forth in Section 1.01 of the Credit Agreement is hereby amended by amending and restating in its entirety Subsection (h), as follows: "(h) reasonable fees, costs and expenses incurred in connection with the Transaction, the restructuring of the Existing Credit Agreement and the Note Purchase Agreement, the Second Amendment and the related amendment to the Note Purchase Agreement, and the High Yield Note Transaction, the Fourth Amendment and the related amendment to the Note Purchase Agreement;" (e) Amendment to Definition of "Pro Forma Basis". The definition of "Pro Forma Basis" set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting the words "or Future High Yield Notes" after the words "from any Future Senior Secured Notes". View More

Additional Definitions. The following additional definitions are hereby added to Section 1.01 (Defined Terms) of the Credit Agreement to read in their entirety as follows: "Eighth Amendment" means the Eighth Amendment to this Agreement dated January 28, 2011. "Refinancing Effective Date" means the first date on or before March 1, 2011, on which all of the following have occurred: (a) the Senior Note Refinancing; and (b) the holders of the outstanding Senior Secured Notes release any interest they have in the... Collateral, in each case, pursuant to the payoff letter delivered pursuant to Section 11(b) of the Eighth Amendment. "Senior Note Refinancing" means the repayment in full of all outstanding Senior Secured Notes, any prepayment fees and other transactional costs and expenses incurred in connection therewith. View More

Additional Definitions. The following additional definitions are hereby added to Schedule B of the Existing Note Agreement to read in their entirety as follows: "Additional Interest" is defined in Section 1.9. "Highland Capital Sale" means the sale by the Credit Parties of all of their investments held, as of the date of the Sixth Amendment, in one or more Merchandise Trusts in the Highland Floating Rate Advantage Fund. "Sixth Amendment" means the Sixth Amendment to Amended and Restated Note Purchase Agreement dated... May 4, 2010. "Sixth Amendment Effective Date" means the date on which the Sixth Amendment is effective in accordance with its terms. View More