Exhibit 10.4


 


FIRST
AMENDMENT TO RESTRUCTURING AGREEMENT


 


This FIRST AMENDMENT, dated September 10, 2004 (the “Amendment”),
to the Restructuring Agreement (the “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, Silver Point
Capital, L.P., TCW Shared Opportunity Fund III, L.P., TCW Shared Opportunity
Fund IV, L.P., TCW Shared Opportunity Fund IVB, L.P. and TCW/PCG Special
Situation Partners, LLC (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 Section 8(b)(xvii) 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 Section
8(b)(xvii) of the Restructuring Agreement.  Section 8(b)(xvii) is amended and restated in its entirety to
read as follows:


 


“(xvii)  If a retirement and release agreement
consistent with the terms set forth in that certain side letter of even date
herewith by and among the Participating Holders and Amin J. Khoury (the “Retirement
Agreement”) has not been executed on or before September 17, 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/ David N. Terhune

  	
   

  
	
   

  	
   

  	
  Name: David N. Terhune

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  APPLIED EXTRUSION
  TECHNOLOGIES (CANADA), INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David N. Terhune

  	
   

  
	
   

  	
   

  	
  Name: David N. Terhune

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  APPLIED EXTRUSION
  TECHNOLOGIES LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David N. 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/ Steven J. Landzberg

  	
   

  
	
   

  	
   

  	
  Name: Steven J. Landzberg

  
	
   

  	
   

  	
  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/ David J. Breazzano

  	
   

  
	
   

  	
   

  	
  Name: David J. Breazzano

  
	
   

  	
   

  	
  Title: Member

  



 

















 


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 A. 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.


 


	
   

  	
  Silver Point Capital
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward Mule

  	
   

  
	
   

  	
   

  	
  Name: Edward Mule

  
	
   

  	
   

  	
  Title:

  



 

















 


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/ Gary Hobart

  	
   

  	
  By:

  	
  /s/ Gary Hobart

  	
   

  
	
  Name: Gary Hobart

  	
  Name: Gary Hobart

  
	
   

  	
   

  
	
  By:

  	
  /s/ C. Shawn Bookin

  	
   

  	
  By:

  	
  /s/ C. Shawn Bookin

  	
   

  
	
  Name: C. Shawn Bookin

  	
  Name: C. Shawn Bookin

  
	
   

  	
   

  
	
  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/ Gary Hobart

  	
   

  	
  By:

  	
  /s/ Gary Hobart

  	
   

  
	
  Name: Gary Hobart

  	
  Name: Gary Hobart

  
	
   

  	
   

  
	
  By:

  	
  /s/ C. Shawn Bookin

  	
   

  	
  By:

  	
  /s/ C. Shawn Bookin

  	
   

  
	
  Name: C. Shawn Bookin

  	
  Name: C. Shawn Bookin

  



 

















 


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: