Exhibit 10.1


 


THIRD AMENDMENT TO THE RESTRUCTURING
AGREEMENT


 


DATED OCTOBER 18, 2004


 





















 


THIRD AMENDMENT TO RESTRUCTURING
AGREEMENT


 


This
THIRD AMENDMENT, dated October 18, 2004 (the “Amendment”), to the
Restructuring Agreement (as amended from time to time in accordance with the
terms therein, the “Restructuring Agreement”), dated August 24,
2004, by and among the parties specified therein is executed by (i) Applied
Extrusion Technologies, Inc., a Delaware corporation (“AET”), Applied
Extrusion Technologies, Inc. (Canada), a Delaware corporation (“AET Canada”
and together, with AET, the “Company”) and Applied Extrusion
Technologies Limited (“AET/UK”), and (ii) Barclays Bank PLC, DDJ Capital
Management, LLC (as investment manger or adviser acting on behalf of certain
funds and accounts it manages or advises), Post Advisory Group, LLC, TCW Shared
Opportunity Fund III, L.P., TCW Shared Opportunity Fund IV, L.P., TCW Shared
Opportunity Fund IVB, L.P., TCW/PCG Special Situation Partners, LLC, Xerion
Partners I LLC and Pequot
Capital Management, Inc. (as investment manager or adviser acting on behalf of
certain funds and accounts it manages or advises) (together the “Participating
Holders”).


 


WHEREAS, the Company, AET/UK and each of the
Participating Holders have determined that it is in each of their best
interests to, as of the date hereof, amend and restate Sections 1(a) and
8(b)(iii) of the Restructuring Agreement in its entirety in the form specified
below.


 


NOW THEREFORE, in consideration of the
promises and the mutual covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company, AET/UK and each of the Participating Holders
hereby agree as follows:


 


1.             Amendment & Restatement of Sections 1(a) and 8(b)(iii) of the
Restructuring Agreement.


 


Section 1(a)
is amended by deleting the words “October 18, 2004” and replacing them
with the words “October 25, 2004.”


 


Section 8(b)(iii)
is amended and restated in its entirety to read as follows:


 


“(iii)  If the Solicitation Commencement Date has not
occurred on or before October 25, 2004;”


 


2.             Entire Agreement.  This Amendment constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes all other prior negotiations, agreements and understandings, both
written and oral, among the parties hereto with respect to the subject matter
hereof.


 


3.             Other Terms & Conditions.  Each of the other provisions, terms and
conditions of the Restructuring Agreement are deemed to have been incorporated
by reference herein and remain in full force and effect without amendment,
alteration or any other modification notwithstanding anything to the contrary
herein.


 


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Blank]


 





















 


IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer as of the
date first above written.


 


	
   

  	
  APPLIED EXTRUSION TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/  David Terhune

  	
   

  
	
   

  	
   

  	
  Name: David N. Terhune

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
  APPLIED EXTRUSION TECHNOLOGIES

  (CANADA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/  David Terhune

  	
   

  
	
   

  	
   

  	
  Name: David N. Terhune

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APPLIED EXTRUSION TECHNOLOGIES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/  David Terhune

  	
   

  
	
   

  	
   

  	
  Name: David N. Terhune

  
	
   

  	
   

  	
  Title: President

  
					



 





















 


IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer as of the
date first above written.


 


 


	
   

  	
  Barclays Bank PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/  James P.
  Gorman

  	
   

  
	
   

  	
   

  	
  Name: James P. Gorman

  
	
   

  	
   

  	
  Title: Director

  



 





















 


IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer as of the
date first above written.


 


 


	
   

  	
  DDJ Capital Management, LLC, as investment manager

  or adviser acting on behalf of certain funds and

  accounts it manages or advises

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/  Robert
  L. Hockett

  	
   

  
	
   

  	
   

  	
  Name: Robert L. Hockett

  
	
   

  	
   

  	
  Title: Principal

  



 





















 


IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer as of the
date first above written.


 


 


	
   

  	
  Post Advisory Group, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/  Lawrence
  Post

  	
   

  
	
   

  	
   

  	
  Name: Lawrence A. Post

  
	
   

  	
   

  	
  Title: Chief Investment Officer

  



 





















 


IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer as of the
date first above written.


 


 


	
   

  	
  Pequot Capital Management, Inc., as investment

  manager or adviser acting on behalf of certain funds

  and accounts it manages or advises.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/  Richard
  Joslin

  	
   

  
	
   

  	
  Name: Richard Joslin

  
	
   

  	
  Title: Principal

  



 





















 


IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer as of the
date first above written.


 


 


	
  TCW Shared
  Opportunity Fund III, L.P.

  	
  TCW Shared
  Opportunity Fund IV, L.P.

  
	
   

  	
   

  
	
  Face Amount of
  Notes Held: (set forth in

  accompanying memorandum)

  	
  Face Amount of
  Notes Held: (set forth in

  accompanying memorandum)

  
	
   

  	
   

  
	
  By: TCW Asset
  Management Company, its

  Investment Adviser

  	
  By: TCW Asset
  Management Company, its

  Investment Adviser

  
	
   

  	
   

  
	
  By:

  	
     /s/
  Nicholas W. Tell

  	
   

  	
  By:

  	
     /s/
  Nicholas W. Tell

  	
   

  
	
  Name: Nicholas
  W. Tell, Managing Director

  	
  Name: Nicholas
  W. Tell, Managing Director

  
	
   

  	
   

  
	
  By:

  	
     /s/
  Richard H. Stevenson

  	
   

  	
  By:

  	
  /s/   Richard
  H. Stevenson

  	
   

  
	
  Name: Richard H.
  Stevenson, Vice President

  	
  Name: Richard H.
  Stevenson, Vice President

  
	
   

  	
   

  
	
  TCW Shared Opportunity Fund IVB, L.P.

  	
  TCW/PCG Special Situation Partners, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  Face Amount of
  Notes Held: (set forth in

  accompanying memorandum)

  	
  Face Amount of
  Notes Held: (set forth in

  accompanying memorandum)

  
	
   

  	
   

  
	
  By: TCW Asset
  Management Company, its

  Investment Adviser

  	
  By: TCW Asset
  Management Company, its

  Investment Adviser

  
	
   

  	
   

  
	
  By:

  	
  /s/   Nicholas
  W. Tell

  	
   

  	
  By:

  	
  /s/   Nicholas
  W. Tell

  	
   

  
	
  Name: Nicholas
  W. Tell, Managing Director

  	
  Name: Nicholas
  W. Tell, Managing Director

  
	
   

  	
   

  
	
  By:

  	
  /s/   Richard
  H. Stevenson

  	
   

  	
  By:

  	
  /s/   Richard
  H. Stevenson

  	
   

  
	
  Name: Richard H.
  Stevenson, Vice President

  	
  Name: Richard H.
  Stevenson, Vice President

  
								



 





















 


IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer as of the
date first above written.


 


 


	
   

  	
  Xerion Partners I LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/  Daniel
  J. Arbess

  	
   

  
	
   

  	
   

  	
  Name: Daniel J. Arbess

  
	
   

  	
   

  	
  Title: