Exhibit
10.1


 


SIXTH AMENDMENT TO


CREDIT AGREEMENT


 


 


SIXTH AMENDMENT TO
CREDIT AGREEMENT, dated as of October 1, 2004 (this “Amendment”), to the
Credit Agreement referred to below by and among APPLIED EXTRUSION TECHNOLOGIES,
INC., a Delaware corporation (the “Borrower”); the other Credit Parties
signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
(in its individual capacity, “GE Capital”), for itself, as Lender, and
as Agent for Lenders; and the other Lenders signatory hereto.


 


W  I
T  N  E  S  S  E  T  H


 


WHEREAS, the
Borrower, the other Credit Parties, the Agent, and the Lenders are parties to
that certain Credit Agreement, dated as of October 3, 2003 (as amended,
supplemented or otherwise modified from time to time, prior to the date hereof,
the “Credit Agreement”);


 


WHEREAS, Borrower
has requested that Agent and the Lenders agree to amend the Credit Agreement to
provide, among other things, that failure to pay the interest on the Senior
Notes due on July 1, 2004 shall not constitute a Default or Event of Default,
so long as such payment is made on or prior to the Waiver Termination Date (as
defined below); and


 


WHEREAS, the
Borrower, the Agent and the Lenders have agreed to such request and agree to
amend certain provisions of the Credit Agreement in the manner, and on the
terms and conditions, provided for herein.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


1.                                       Certain
Definitions.  Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in
the Credit Agreement.


 


2.                                       Amendment
to Section 1.5 of the Credit Agreement. 
As of the Sixth Amendment Effective Date (as defined below), Section
1.5(a) of the Credit Agreement is hereby amended by adding the following
sentence to the end of the third paragraph of such Section 1.5(a):


 


“Additionally, commencing
on the Sixth Amendment Effective Date, the Applicable Margins shall be
increased by 0.25% over the Applicable Margins otherwise in effect as required
pursuant to this Section 1.5(a).”


 


3.                                       Amendment
to Annex A to the Credit Agreement . 
As of the Sixth Amendment Effective Date, Annex A to the Credit Agreement shall be amended as
follows:


 
















 


(a)                            by deleting the definition of “Waiver
Termination Date” therein and inserting the following definition in lieu
thereof:


 


“‘Waiver Termination Date’ shall mean October
31, 2004.”; and


 


(b)                           by
inserting the following new definitions therein in appropriate alphabetical
order:


 


“‘Fifth Amendment’ means the Fifth Amendment to
the Credit Agreement, dated as of August 30, 2004, among the Borrower, the
other Credit Parties, the Agent and the Lenders.”


 


“‘Sixth Amendment’ means the Sixth Amendment to
the Credit Agreement, dated as of October 1, 2004, among the Borrower, the
other Credit Parties, the Agent and the Lenders.”


 


“‘Sixth Amendment Effective Date’ means the
date on which each of the conditions precedent to the effectiveness of the
Sixth Amendment have been satisfied or waived.”


 


4.                                       Amendment
to Annex G to the Credit Agreement . 
As of the Sixth Amendment Effective Date, Annex G to the Credit
Agreement shall be amended by deleting subsections (b), (c) and (d)
in their entirety and replacing them with the following:


 


“(b)                           Minimum
Fixed Charge Coverage Ratio. 
Borrower and its Subsidiaries shall have on a consolidated basis at the
end of each Fiscal Quarter set forth below, a Fixed Charge Coverage Ratio for
the 12-month period then ended of not less than the following:


 


	
  Fiscal
  Quarter ending

  	
   

  	
  Minimum Fixed Charge Coverage Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30,
  2003

  	
   

  	
  0.65

  	
   

  
	
  December 31,
  2003

  	
   

  	
  0.55

  	
   

  
	
  March 31, 2004

  	
   

  	
  0.60

  	
   

  
	
  June 30, 2004

  	
   

  	
  0.55

  	
   

  
	
  September 30,
  2004

  	
   

  	
  0.50

  	
   

  
	
  December 31,
  2004

  	
   

  	
  1.00

  	
   

  
	
  March 31, 2005

  	
   

  	
  1.05

  	
   

  
	
  June 30, 2005

  	
   

  	
  1.10

  	
   

  
	
  September 30,
  2005 and each Fiscal Quarter ending thereafter

  	
   

  	
  1.20

  	
   

  



 


(c)                                  Minimum
EBITDA.   Borrower and its
Subsidiaries on a consolidated basis shall have, at the end of each Fiscal
Quarter set forth below, EBITDA for the 12-month period then ended of not less
than the following:


 


2
















 


	
  Fiscal
  Quarter ending

  	
   

  	
  Minimum EBITDA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30,
  2003

  	
   

  	
  $

  	
  37,125,000

  	
   

  
	
  December 31,
  2003

  	
   

  	
  $

  	
  35,628,000

  	
   

  
	
  March 31, 2004

  	
   

  	
  $

  	
  35,445,000

  	
   

  
	
  June 30, 2004

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  September 30,
  2004

  	
   

  	
  $

  	
  28,500,000

  	
   

  
	
  December 31,
  2004

  	
   

  	
  $

  	
  48,293,000

  	
   

  
	
  March 31, 2005

  	
   

  	
  $

  	
  52,445,000

  	
   

  
	
  June 30, 2005

  	
   

  	
  $

  	
  58,139,000

  	
   

  
	
  September 30,
  2005 and each Fiscal Quarter ending thereafter

  	
   

  	
  $

  	
  62,000,000

  	
   

  



 


(d)                                 Minimum
Borrowing Availability.  Borrower
shall at all times have Borrowing Availability of at least $2,000,000.


 


Unless otherwise
specifically provided herein, any accounting term used in the Agreement shall
have the meaning customarily given such term in accordance with GAAP, and all
financial computations hereunder shall be computed in accordance with GAAP
consistently applied.  That certain items
or computations are explicitly modified by the phrase ‘in accordance with GAAP’
shall in no way be construed to limit the foregoing.  If any ‘Accounting Changes’ (as defined
below) occur and such changes result in a change in the calculation of the
financial covenants, standards or terms used in the Agreement or any other Loan
Document, then Borrower, Agent and Lenders agree to enter into negotiations in
order to amend such provisions of the Agreement so as to equitably reflect such
Accounting Changes with the desired result that the criteria for evaluating
Borrower’s and its Subsidiaries’ financial condition shall be the same after
such Accounting Changes as if such Accounting Changes had not been made; provided,
however, that the agreement of Requisite Lenders to any required
amendments of such provisions shall be sufficient to bind all Lenders.  ‘Accounting Changes’ means (i) changes
in accounting principles required by the promulgation of any rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the
American Institute of Certified Public Accountants (or successor thereto or any
agency with similar functions), (ii) changes in accounting principles concurred
in by Borrower’s certified public accountants; (iii) purchase accounting
adjustments under A.P.B. 16 or 17 and EITF 88-16, and the application of the
accounting principles set forth in FASB 109, including the establishment of
reserves pursuant thereto and any subsequent reversal (in whole or in part) of
such reserves; and (iv) the reversal of any reserves established as a result of
purchase accounting adjustments.  All
such adjustments resulting from expenditures made subsequent to the Closing
Date (including capitalization of costs and expenses or payment of pre-Closing
Date liabilities) shall be treated as expenses in the period the expenditures
are made and deducted as part of the calculation of EBITDA in such period.  If Agent, Borrower and Requisite Lenders
agree upon the required amendments, then after appropriate amendments have been
executed and the underlying Accounting Change with respect thereto has been
implemented, any reference to GAAP contained in the Agreement or in any other
Loan Document shall, only to the extent of such Accounting Change, refer to
GAAP, consistently applied after giving effect to the 


 


3
















 


implementation of such Accounting Change.  If Agent, Borrower and Requisite Lenders
cannot agree upon the required amendments within 30 days following the date of
implementation of any Accounting Change, then all Financial Statements delivered
and all calculations of financial covenants and other standards and terms in
accordance with the Agreement and the other Loan Documents shall be prepared,
delivered and made without regard to the underlying Accounting Change.  For purposes of Section 8.1, a breach
of a Financial Covenant contained in this Annex G shall be deemed
to have occurred as of any date of determination by Agent or as of the last day
of any specified measurement period, regardless of when the Financial
Statements reflecting such breach are delivered to Agent.”


 


5.                                       Defaults;
Conditions to Funding.


 


(a)                            Agent
and Requisite Lenders agree that, notwithstanding the provisions of  (i) Section 1.5(d) of the Credit
Agreement, (ii) Section 2.2(c) of the Credit Agreement, (iii) Section
8.2 of the Credit Agreement, and (iv) clause (c) of Annex C
to the Credit Agreement to the contrary, for purposes of (i) Section 1.5(d)
of the Credit Agreement, (ii) Section 2.2(c) of the Credit Agreement,
(iii) Section 8.2 of the Credit Agreement, and (iv) clause (c) of
Annex C to the Credit Agreement, the failure of the Borrower to make
payment of interest on the Senior Notes due on July 1, 2004 shall not
constitute a “Default” or “Event of Default” for the period beginning from the
Fifth Amendment Effective Date (as defined in the Fifth Amendment) through the
Waiver Termination Date), so long as such payment is made on or prior to the
Waiver Termination Date and, with respect to clause (iv) above, prior to the
payment of such interest, Borrower and AET Canada transfers or cause to be
transferred prior to the end of each business day from the AET Canada Account
and/or the Disbursement Accounts of AET Canada the aggregate balance in (or
held for the benefit of) AET Canada in the AET Canada Account and such
Disbursement Accounts in excess of CDN$1,500,000 to a Blocked Account of
Borrower (or, if established, the Concentration Account).


 


(b)                           Agent
and Requisite Revolving Lenders agree that (i) with respect to the provisions
of Section 2.2(a) of the Credit Agreement, the failure of any
representation or warranty to be true in any Loan Document, solely as a result
of the Borrower’s failure to make payment of interest on the Senior Notes due
on July 1, 2004 shall not limit any Lender’s obligations to fund any Advance,
convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit
Obligation and (ii) with respect to the provisions of Section 2.2(b) of
the Credit Agreement, Borrower’s failure to make payment of interest on the
Senior Notes due on July 1, 2004 shall not alone, without the presence of any
other facts, events or circumstances (whether arising as a result of such
failure or otherwise), be deemed to create a Material Adverse Effect, in the
case of each of clauses (i) and (ii) of this sentence, for the period beginning
from the Fifth Amendment Effective Date (as defined in the Fifth Amendment)
through the Waiver Termination Date) and so long as such payment is made on or
prior to the Waiver Termination Date.


 


(c)                            Agent
and Requisite Lenders agree that the execution and delivery of that certain
Restructuring Agreement by and among Borrower and its Subsidiaries and the
Participating Holders, dated as of August 24, 2004 (the “Restructuring
Agreement”), shall not alone, without the presence of any other facts,
events or circumstances, constitute an Event of 


 


4
















 


Default under clause
(iv) of Section 8.1(i) of the Credit Agreement, for the period
beginning on the Sixth Amendment Effective Date through the Waiver Termination
Date, provided that nothing set forth herein shall be construed to
constitute the consent of Agent or any Lender to any action or transaction by
any Credit Party pursuant to, or as contemplated by, such Restructuring
Agreement, except as expressly provided to the contrary herein.


 


(d)                           Agent
and Requisite Lenders agree that the commencement by the Borrower of a
solicitation of all of the beneficial holders of the Senior Notes to vote to
accept the Reorganization Plan (as such term is defined in the Restructuring
Agreement) (the “Solicitation”) pursuant to the terms of the
Restructuring Agreement and any actions undertaken by the Borrower in
conjunction therewith, including, without limitation, the delivery by the
Borrower to each such holder of the (i) Disclosure Statement (as such term is
defined in the Restructuring Agreement), including all schedules and exhibits
thereto, (ii) Reorganization Plan, including all schedules and exhibits
thereto, (iii) ballots to vote to accept or reject the Reorganization Plan and
(iv) other documents or materials that the Holder Representative (as such term
is defined in the Restructuring Agreement) reasonably requests be delivered in
connection with the Solicitation shall not constitute an Event of Default under
clause (iv) of Section 8.1(i) of the Credit Agreement, during the
period beginning on the Sixth Amendment Effective Date through the Waiver
Termination Date.


 


(e)                            This
Section 5 supercedes and replaces the provision of Section 3 of the Fifth
Amendment.


 


6.                                       Ratification
of Credit Agreement; Remedies.


 


(a)                            Except
as expressly provided for, and on the terms and conditions set forth, herein,
the Credit Agreement and the other Loan Documents shall continue to be in full
force and effect in accordance with their respective terms and shall be unmodified.  In addition, this Amendment shall not be
deemed a waiver of any term or condition of any Loan Document by the Agent or
the Lenders with respect to any right or remedy which the Agent or the Lenders
may now or in the future have under the Loan Documents, at law or in equity or
otherwise or be deemed to prejudice any rights or remedies which the Agent or
the Lenders may now have or may have in the future under or in connection with
any Loan Document or under or in connection with any Default or Event of
Default which may now exist or which may occur after the date hereof.  The Credit Agreement and all other Loan
Documents are hereby in all respects ratified and confirmed.


 


(b)                           This
Amendment shall constitute a Loan Document. 
The breach by any Credit Party of any representation, warranty, covenant
or agreement in this Amendment shall constitute an immediate Event of Default
hereunder and under the other Loan Documents.


 


7.                                       Representations
and Warranties.  The Borrower and the
Credit Parties hereby represent and warrant to the Agent and Lenders that:


 


(a)                            The
execution, delivery and performance of this Amendment and the performance of
the Credit Agreement as amended by this Amendment (the “Amended Credit
Agreement”) by the Borrower and the other Credit Parties:  (i) are within their respective 


 


5
















 


organizational powers; (ii) have been duly authorized by all necessary
corporate and shareholder action; (iii) are not in contravention of any
provision of their respective certificates or articles of incorporation or
by-laws or other organizational documents; (iv) do not violate any law or
regulation, or any order or decree of any court or Governmental Authority; (v)
do not conflict with or result in the breach or termination of, constitute a
default under or accelerate or permit the acceleration of any performance
required by, any indenture, mortgage, deed of trust, lease, agreement or other
instrument to which the Borrower or any Credit Party is a party or by which the
Borrower or any Credit Party or any of its property is bound; (vi) do not
result in the creation or imposition of any Lien upon any of the property of
the Borrower or any Credit Party other than those in favor of Agent pursuant to
the Loan Documents; and (vii) do not require the consent or approval of any
Governmental Authority or any other Person.




(b)                           This
Amendment has been duly executed and delivered by or on behalf of the Borrower
and the other Credit Parties.


 


(c)                            Each
of this Amendment and the Amended Credit Agreement constitutes a legal, valid
and binding obligation of the Borrower and the other Credit Parties enforceable
against each of them in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditor’s rights generally and general equitable
principles (whether enforcement is sought by proceedings in equity or at law).


 


(d)                           No
Default or Event of Default has occurred and is continuing both before and
after giving effect to this Amendment.


 


(e)                            No
action, claim or proceeding is now pending or, to the knowledge of the Borrower
and the other Credit Parties, threatened against the Borrower or the other
Credit Parties, at law, in equity or otherwise, before any court, board,
commission, agency or instrumentality of any federal, state, or local
government or of any agency or subdivision thereof, or before any arbitrator or
panel of arbitrators, (i) which challenges the Borrower’s or the other Credit
Parties’ right, power, or competence to enter into this Amendment or, to the
extent applicable, perform any of its obligations under this Amendment, the
Amended Credit Agreement or any other Loan Document, or the validity or
enforceability of this Amendment, the Amended Credit Agreement or any other
Loan Document or any action taken under this Amendment, the Amended Credit
Agreement or any other Loan Document or (ii) which, if determined adversely, is
reasonably likely to have or result in a Material Adverse Effect.  To the knowledge of the Borrower and each
Credit Party, there does not exist a state of facts which is reasonably likely
to give rise to such proceedings.


 


(f)                              The
representations and warranties of the Borrower and the other Credit Parties
contained in the Amended Credit Agreement and each other Loan Document shall be
true and correct on and as of the date hereof and the Sixth Amendment Effective
Date with the same effect as if such representations and warranties had been
made on and as of such date, except that any such representation or warranty
which is expressly made only as of a specified date need be true only as of
such date.


 


6
















 


8.                                       Outstanding
Indebtedness.  The Borrower and the other Credit Parties
hereby acknowledge and agree that as of September 30, 2004, (i) the aggregate
outstanding amount of the Revolving Credit Advances is $46,306,707.65, (ii) the
aggregate outstanding amount of Letter of Credit Obligations is $825,000.00,
and (iii) the aggregate outstanding principal amount of the Term Loan is
$43,750,000.00, and that such principal amounts are payable pursuant to the
Credit Agreement without defense, offset, withholding, counterclaim or
deduction of any kind.


 


9.                                       Fees
and Expenses  The Borrower hereby
reconfirms its obligations pursuant to Section 11.3(b) of the Credit
Agreement to reimburse Agent for all out-of-pocket fees, costs and expenses,
including the reasonable fees, costs and expenses of counsel, consultants,
auditors or other advisors, incurred in connection incurred with the
negotiation, preparation, execution and delivery of this Amendment and all
other documents and instruments delivered in connection herewith.


 


10.                                 GOVERNING
LAW.  THIS AMENDMENT, IN ALL
RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.


 


11.                                 Effectiveness.  This Amendment shall become effective as of
the date hereof (the “Sixth Amendment Effective Date”) only upon
satisfaction in full in the judgment of the Agent or waiver of each of the
following conditions on or before October 1, 2004:


 


(a)                            Amendment.  Agent shall have received facsimile copies of
this Amendment duly executed and delivered by the Agent, the Requisite Lenders,
the Requisite Revolving Lenders, the Borrower and each Credit Party.


 


(b)                           Revolving
Lenders Amendment Fee.  Borrower
shall have paid to Agent, for the ratable benefit of the Revolving Lenders, an
amendment fee in the amount of $50,000.00 in immediately available funds.


 


(c)                            Representations
and Warranties.  All representations
and warranties of or on behalf of the Borrower and each Credit Party in this
Amendment and all the other Loan Documents shall be true and correct in all
respects with the same effect as though such representations and warranties had
been made on and as of the date hereof and on and as of the date that the other
conditions precedent in this Section 11 have been satisfied, except to the
extent that any such representation or warranty expressly relates to an earlier
date.


 


12.                                 Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be an original with the same effect as if
the signatures thereto and hereto were upon the same instrument.


 


[SIGNATURE PAGES FOLLOW]


 


7
















 


IN
WITNESS WHEREOF, each of the parties hereto has executed this
Amendment as of date and year first written above.


 


	
   

  	
  BORROWER

  
	
   

  	
   

  
	
   

  	
  APPLIED EXTRUSION TECHNOLOGIES, 

  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian P. Crescenzo

  	
   

  
	
   

  	
  Name:
  Brian P. Crescenzo

  
	
   

  	
  Title:   Vice
  President, Secretary and Chief 

  Financial Officer

  
	
   

  	
   

  
	
   

  	
  AGENT

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  
	
   

  	
  CORPORATION,

  
	
   

  	
  as
  Agent and Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James H. Kaufman

  	
   

  
	
   

  	
                  Duly
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  E. J. Hess

  	
   

  
	
   

  	
                  Duly
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  LENDERS

  
	
   

  	
   

  
	
   

  	
  BLACK DIAMOND INTERNATIONAL FUNDING, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Cope

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
  TRS 1, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward Schaffer

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 
















 


	
   

  	
  MERRILL LYNCH CAPITAL, a division of 

  Merrill Lynch Business Financial Services Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dan Rouse

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 
















 


The following
Persons are signatories to this Agreement in their capacity as Credit Parties
and not as Borrower.


 


	
   

  	
  APPLIED EXTRUSION TECHNOLOGIES (CANADA) INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian P. Crescenzo

  	
   

  
	
   

  	
   

  	
  Name:  Brian P. Crescenzo

  
	
   

  	
   

  	
  Title:    Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
  APPLIED EXTRUSION TECHNOLOGIES LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian P. Crescenzo

  	
   

  
	
   

  	
   

  	
  Name:  Brian P. Crescenzo

  
	
   

  	
   

  	
  Title:    Vice
  President and Treasurer