Exhibit 10.1.6
CONFORMED COPY
AMENDMENT ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ (the "Amendment") dated as of September 28, 2001 of the
Credit Agreement dated as of April 7, 1994 and amended and restated as of
January 29, 1998, as amended by Waiver and Amendment No. 1 dated as of December
16, 1998, further amended and restated as of March 15, 1999, further amended by
Amendment No. 1 dated as of April 23, 1999, further amended and restated as of
April 12, 2000 and September 30, 2000, further amended by Amendment No. 1 dated
as of December 31, 2000, further amended and restated as of April 15, 2001 and
further amended by Waiver and Amendment No. 1 dated as of June 15, 2001 (the
"Credit Agreement"), among APPLIED EXTRUSION TECHNOLOGIES, INC. (the "Company"),
the LENDERS party thereto (the "Lenders") and THE CHASE MANHATTAN BANK, as
Administrative Agent (the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the Company and the Lenders have agreed to permit the disposition
of certain assets and make certain related changes and the Administrative Agent
has, with the Lenders' consent, agreed to release the security interests in such
assets, all as more fully set forth below;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Definitions; References. Unless otherwise specifically defined
in the recitals above, each term used herein which is defined in the Credit
Agreement shall have the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall, from and after the date
hereof, refer to the Credit Agreement as amended hereby.
Section 2. Section 1.01. Section 1.01 of the Credit Agreement is amended by
adding in appropriate alphabetical order the following definition:
"Specialty Nets and Nonwoven Assets" shall mean the assets used in the
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manufacture and sale of (x) nets and embossed film products of the type
currently marketed under the "Delnet", "Stratex" and "Plastinet" names, and (y)
nonwoven fabric and apertured film products of the type currently marketed under
the "Delpore" name for sale to, among others, manufacturers selling products to
the filtration, medical and speciality textile markets, which assets (other than
certain
inventory located elsewhere) are all currently located at or part of the plant
in Middletown, Delaware or at Applied Extrusion Technologies, Ltd.'s offices at
▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇.▇.
Section 3. Section 9.12. Section 9.12 of the Credit Agreement is amended by
amending clause (viii) to add after the words "of the Terre Haute Tubular
Assets" the following words ", of the Specialty Nets and Nonwoven Assets", and
to add after the words "Section 3.02(b)(i)(4)" the words "(except in the case of
the disposition of the Specialty Nets and Nonwoven Assets, which shall not be
subject to such conditions, notwithstanding anything to the contrary set forth
in Section 3.02(b)(i)(4)".
Section 4. Release. The Administrative Agent hereby releases the security
interests created by the Security Documents in the Specialty Nets and Nonwoven
Assets (the "Assets") effective upon the consummation of the sale of the Assets
pursuant to the Asset Purchase Agreement between the Company and DelStar
Technologies, Inc. substantially in the form provided to the Administrative
Agent and the Lenders on September 28, 2001. The Lenders consent to such
release.
Section 5. Representations of Company. The Company represents and warrants
that (i) the representations and warranties of the Company and its Subsidiaries
made in each Basic Document shall be true (or, in the case of Basic Documents
which are not Financing Documents, true in all material respects) on and as of
the Amendment Effective Date (as hereinafter defined) to the same extent as they
would be required to be under Section 7.01(b) on the occasion of any Loan or
issuance of any Letter of Credit and (ii) no Default will have occurred and be
continuing on such date.
Section 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 7. Counterparts; Effectiveness. This Amendment may be signed 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. This
Amendment shall become effective on the date (the "Amendment Effective Date")
when the Administrative Agent shall have received from each of the Company, the
Administrative Agent and the Majority Lenders a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the Administrative Agent) that such party has signed a counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
APPLIED EXTRUSION TECHNOLOGIES,
INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
THE CHASE MANHATTAN BANK, as
Lender and as Administrative Agent
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
LASALLE BUSINESS CREDIT, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇
Title: Vice President
FLEET NATIONAL BANK
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Officer
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PNC BANK, N.A.
By ___________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
PROVIDENT BANK
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
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