Exhibit
10.2


 


SECOND AMENDMENT TO RESTRUCTURING AGREEMENT


 


This SECOND AMENDMENT, dated October 1, 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 “the
fortieth (40th) day from the date hereof” and replacing such deleted
words with the words “October 18, 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 18, 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.


 


 


	
   

  	
  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, Jr.

  	
   

  	
  By:

  	
  /s/ Nicholas W. Tell, Jr.

  	
   

  
	
  Name: 
  Nicholas W. Tell, Jr.

  	
  Name: 
  Nicholas W. Tell, Jr.

  
	
   

  	
   

  
	
  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/ Nicholas W. Tell, Jr.

  	
   

  	
  By:

  	
  /s/ Nicholas W. Tell, Jr.

  	
   

  
	
  Name: 
  Nicholas W. Tell, Jr.

  	
  Name: 
  Nicholas W. Tell, Jr.

  
	
   

  	
   

  
	
  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: