Exhibit 10.1


 


FOURTH AMENDMENT TO THE RESTRUCTURING
AGREEMENT


DATED OCTOBER 25, 2004


 





















 


FOURTH
AMENDMENT TO RESTRUCTURING AGREEMENT


 


This FOURTH AMENDMENT, dated October 25, 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 25, 2004” and
replacing them with the words “November 1, 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 November 1, 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.


 


[Remainder of Page Left Intentionally 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/ Brian P. Crescenzo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian P. Crescenzo

  
	
   

  	
   

  	
  Title:

  	
  Vice President, Secretary

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  APPLIED EXTRUSION TECHNOLOGIES

  (CANADA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian P. Crescenzo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian P. Crescenzo

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  APPLIED EXTRUSION TECHNOLOGIES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian P. Crescenzo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian P. Crescenzo

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
					



 





















 


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/ Damien Miller

  	
   

  
	
   

  	
   

  	
  Name: Damien Miller

  
	
   

  	
   

  	
  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/ Carl Goldsmith

  	
   

  
	
   

  	
   

  	
  Name: Carl Goldsmith

  
	
   

  	
   

  	
  Title: Senior 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/ C. Shawn Bookin

  	
   

  	
  By:

  	
  /s/ C. Shawn Bookin

  	
   

  
	
  Name:

  	
  C. Shawn Bookin,

  Managing Director

  	
  Name:

  	
  C. Shawn Bookin,

  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/ C. Shawn Bookin

  	
   

  	
  By:

  	
  /s/ C. Shawn Bookin

  	
   

  
	
  Name:

  	
  C. Shawn Bookin,

  Managing Director

  	
  Name:

  	
  C. Shawn Bookin,

  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: