1
Exhibit 10.1.1
[CONFORMED COPY]
AMENDMENT XX. 0
XXXXXXXXX XX. 0 (the "AMENDMENT") dated as of December 30, 1994 among:
APPLIED EXTRUSION TECHNOLOGIES, INC. (the "COMPANY") and the LENDERS listed on
the signature pages hereof (the "LENDERS").
W I T N E S S E T H :
WHEREAS, the parties hereto and The Chase Manhattan Bank (National
Association), as Administrative Agent (the "ADMINISTRATIVE AGENT"), have
heretofore entered into a Credit Agreement dated as of April 7, 1994 (the
"AGREEMENT"); and
WHEREAS, the Company and the Lenders have agreed to amend the
Agreement (i) to permit, in certain circumstances, the principal amount of term
loans prepaid by the Company to be reborrowed by the Company, (ii) to provide
for the payment of a commitment fee by the Company in connection with the
availability of term loans contemplated by clause (i) above, (iii) to delete the
requirement that an excess cash flow payment be required to be made for the
period commencing on April 7, 1994 and ending on September 30, 1994, (iv) to
modify certain financial covenants and (v) to make certain related changes, 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
Agreement shall have the meaning assigned to such term in the Agreement.
SECTION 2. AMENDMENT OF SECTION 1.01 OF THE AGREEMENT. The following
definitions are either amended and restated in their entirety to read as follows
or added in the appropriate alphabetical order, as the case may be:
"AMENDMENT NO. 1 EFFECTIVE DATE" shall mean the date as of which
Amendment No. 1 dated as of December 30, 1994 to this Agreement shall have
become effective.
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"AVAILABLE PP&E AMOUNT" shall mean, as at any date of determination
thereof, the amount by which the sum of (x) 75% of Eligible Machinery and
Equipment PLUS (y) 70% of Eligible Real Property, in each case determined
as provided in the respective definition thereof, exceeds the sum of (a)
the aggregate outstanding amount of Term Commitments PLUS (b) the aggregate
amount of Letter of Credit Liabilities in respect of the IRB Letter of
Credit, in each case at said date.
"SYSTEMS AND IMPLEMENTATION PROJECT" shall mean a computer-based
information system for the entire Company to replace the temporary
information system provided by Hercules Incorporated.
"TENTER LINE #65 PROJECT" shall mean an eight meter tenter line for
the production of oriented polypropylene to be located at the Company's
Terre Haute facility.
"TERM COMMITMENT AVAILABILITY PERIOD" shall mean the period from and
including the Amendment No. 1 Effective Date to but not including March 31,
1999.
"TERM COMMITMENT" shall mean, as to any Lender, the obligation of such
Lender to make Term Loans to the Company in an aggregate principal amount
up to but not exceeding the amount set forth opposite such Lender's name on
Annex I hereto under the caption "Term Commitment" (as the same may be
reduced from time to time pursuant to Section 2.03).
SECTION 3. AMENDMENT OF SECTION 2.01 OF THE AGREEMENT. (a) Clause (i)
of Section 2.01 is amended to add the following at the end thereof:
In addition, from time to time during the Term Commitment Availability
Period, each Lender shall make Loans to the Company in an aggregate
principal amount at any one time outstanding which shall not exceed its
Term Commitment, as reduced from time to time pursuant to Section 2.03
hereof.
(b) Clause (ii) of Section 2.01 is amended to add the following
proviso before the period at the end of the first sentence:
; PROVIDED that no such Loans shall be made at any time pursuant to this
clause (ii) to the extent that any Term Commitments are unused at such time
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SECTION 4. AMENDMENT OF SECTION 2.03 OF THE AGREEMENT. (a) Clause (ii)
of Section 2.03(a) is amended and restated in its entirety to read as follows:
The Term Commitments shall terminate on the last day of the Term Commitment
Availability Period, and shall be reduced in the respective aggregate
amounts and on the dates set forth in Schedule III.
(b) Clause (iv) of Section 2.03(a) is amended and restated in its
entirety to read as follows:
(iv) In addition, (x) the Term Commitments shall be reduced in the
amount and on the date of each prepayment applied to the Term Loans and
(y) the Working Capital Commitments shall be reduced in the amount and on
the date of each prepayment applied to the Working Capital Loans (or to
provide cover for Letter of Credit Liabilities), in each case pursuant to
paragraph (2), (3), (4), (5) or (6) of Section 3.02(b)(i) .
SECTION 5. AMENDMENT OF SECTION 2.04(a) OF THE AGREEMENT. Section
2.04(a) is amended to add "(x)" immediately before "the daily average unused
amount" and by adding the following text immediately after, "Working Capital
Availability Period":
and (y) the daily average unused amount of such Lender's Term Commitment,
for the period from the Amendment No. 1 Effective Date to and including the
earlier of the date the Term Commitments are terminated or the last day of
the Term Commitment Availability Period, in each case
SECTION 6. AMENDMENT OF SECTION 2.08 OF THE AGREEMENT. Section 2.08 is
amended and restated in its entirety to read as follows:
The proceeds of the Term Loans and the Working Capital Loans made on the
Closing Date shall be used by the Company to finance the consummation of
the Acquisitions and the payment of related fees, commissions and expenses.
The proceeds of the Term Loans and the Working Capital Loans made after the
Closing Date shall be used by the Company for working capital, capital
expenditures, acquisitions and other general corporate purposes.
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SECTION 7. AMENDMENT OF SECTION 3.02(b)(i)(6) OF THE AGREEMENT.
Section 3.02(b)(i)(6) is amended by deleting "(a) the period commencing on the
Closing Date and ending on September 30, 1994, or (b)".
SECTION 8. AMENDMENT OF SECTION 4.01 OF THE AGREEMENT. (a) Section
4.01(a) is amended and restated in its entirety to read as follows:
(a) The Term Loans shall mature on each date on which the Term
Commitments shall be reduced pursuant to Section 2.03(a)(ii) (a "Term
Commitment Reduction Date") in an aggregate principal amount equal to the
amount by which the aggregate principal amount of the Term Loans
outstanding on such Term Commitment Reduction Date exceeds the aggregate
amount of the Term Commitments as so reduced on such Term Commitment
Reduction Date.
(b) The first sentence of Section 4.01(c) is deleted.
SECTION 9. AMENDMENT OF SECTION 7.03 OF THE AGREEMENT. Section 7.03 is
amended (i) to delete "and" at the end of clause (a), (ii) to replace the period
at the end of clause (b) with "; and", and (iii) to add the following new clause
(c):
(c) in the case of any Working Capital Loan, the fact that the Term
Commitments shall be fully used.
SECTION 10. AMENDMENT OF SECTION 8.02 OF THE AGREEMENT. (a) Section
8.02(b) is amended to add the following new clauses (v) and (vi) immediately
after clause (iv):
(v) The audited consolidated balance sheet of the Company and its
Subsidiaries as of September 30, 1994 and the related consolidated
statements of operations, stockholders' equity and cash flows for the
fiscal year then ended fairly present in all material respects the
consolidated financial condition and results of operations of the Company
and its Subsidiaries in accordance with GAAP consistently applied, as at
the end of, and for, such year.
(vi) The Company and its Subsidiaries did not on the date of the
balance sheet referred to in clause (v) above, and will not on the
Amendment No. 1 Effective Date, have any material contingent liabilities,
material liabilities for taxes, unusual and material forward or long-term
commitments or material unrealized
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or anticipated losses from any unfavorable commitments, except as referred
to or reflected or provided for in said balance sheets or the notes
thereto.
(b) Section 8.02(d) is amended by replacing "December 31, 1993" with
"September 30, 1994".
SECTION 11. AMENDMENT OF SECTION 8.10 OF THE AGREEMENT. (a) The first
sentence of Section 8.10(a) is amended to replace "as of the date of this
Agreement" with "as of the Amendment No. 1 Effective Date."
(b) Section 8.10(b) of the Agreement is amended to replace (i) "as of
the Closing Date" in the first sentence with "as of the Amendment No. 1
Effective Date" and (ii) "as in effect on the date hereof" in the last sentence
with "as in effect on the Amendment No. 1 Effective Date".
SECTION 12. AMENDMENT OF SECTION 9.11 OF THE AGREEMENT. Section 9.11
is amended to add the following parenthetical immediately after "MINUS Capital
Expenditures":
(other than Capital Expenditures incurred in connection with (x) the Tenter
Line #65 Project, up to an aggregate amount not to exceed, during the term
of this Agreement, an amount equal to the sum of $45,000,000 plus the
amount of related capitalized interest expense, and (y) the Systems and
Implementation Project, up to an aggregate amount not to exceed $4,000,000
during the term of this Agreement)
SECTION 13. AMENDMENT OF SECTION 9.18 OF THE AGREEMENT. Section 9.18
is amended (i) to replace in clause (i)(x) the reference to "December 31, 1994"
with a reference to "September 30, 1994", (ii) to replace in clause (i)(y)
"each year ending after December 31, 1994" with "each fiscal year ending after
September 30, 1994", (iii) to replace in clause (ii) the reference to "December
31, 1994" with a reference to "September 30, 1994", (iv) to replace the period
at the end of clause (ii) with "; PLUS" and (v) to add the following new clause
(iii) after clause (ii):
(iii) for the term of this Agreement, Capital Expenditures incurred in
connection with (x) the Tenter Line #65 Project, up to an aggregate amount
not to exceed an amount equal to the sum of $45,000,000 plus the amount of
related capitalized interest expense, and (y) the Systems and
Implementation Project, up to an aggregate amount not to exceed $4,000,000.
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SECTION 14. AMENDMENT OF SCHEDULE III TO THE AGREEMENT. Schedule III
to the Agreement is amended and restated in its entirety to read as attached
hereto.
SECTION 15. AMENDMENT OF EXHIBIT A TO THE AGREEMENT. Exhibit A to the
Agreement is amended and restated in its entirety to read as attached hereto.
SECTION 16. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 17. 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 when all of the following
conditions shall have been fulfilled to the satisfaction of the Administrative
Agent:
(a) CORPORATE ACTION. The Administrative Agent shall have received
certified copies of the certificate of incorporation and by-laws of the
Company and of all corporate action taken by the Company authorizing the
execution, delivery and performance of this Amendment and each other
agreement or document to which it is a party being executed in connection
with this Amendment (including, without limitation, a certificate of the
Company setting forth the resolutions of its Board of Directors authorizing
the transactions contemplated thereby).
(b) INCUMBENCY. The Company shall have delivered to the Administrative
Agent a certificate in respect of the name and signature of each of the
officers (i) who is authorized to sign on its behalf the Basic Documents to
which it is a party and (ii) who will, until replaced by another officer or
officers duly authorized for that purpose, act as its representative for
the purposes of signing documents and giving notices and other
communications in connection with such Basic Documents. The Administrative
Agent and each Lender may conclusively rely on such certificates until it
receives notice in writing from the Company to the contrary.
(C) NOTES. The Administrative Agent shall have received new Term Notes
for each Lender substantially in the form of Exhibit A hereto, duly
completed and executed.
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(d) FEES AND EXPENSES. The Company shall have paid to the
Administrative Agent all amounts payable under Section 12.03 of the
Agreement on or before the date of this Amendment.
(e) OPINION OF COUNSEL TO THE COMPANY. The Administrative Agent shall
have received an opinion of Ropes & Xxxx, Massachusetts counsel to the
Company, in form and substance satisfactory to the Administrative Agent.
(f) COUNTERPARTS. The Administrative Agent shall have received
counterparts of this Amendment executed and delivered by or on behalf of
each of the parties hereto (or, in the case of any Lender as to which the
Administrative Agent shall not have received such a counterpart, the
Administrative Agent shall have received evidence satisfactory to it of the
execution and delivery by such Lender of a counterpart hereof).
(g) OTHER DOCUMENTS. The Administrative Agent shall have received such
other documents relating to the transactions contemplated hereby as the
Administrative Agent may reasonably request.
SECTION 18. AUTHORIZATION. Each of the Lenders hereby authorizes the
Administrative Agent to execute any and all amendments or supplements to the
Security Documents necessary or advisable to reflect the provisions set forth in
this Amendment.
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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/ Xxxxx X. Xxxxxxx
----------------------------------
Title: Chief Financial Officer
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION)
By /s/ Xxxxx Xxxxxxxx
----------------------------------
Title: Managing Director
LASALLE BUSINESS CREDIT, INC.
By /s/ J. Xxxxx Xxxxxxxx
----------------------------------
Title: Regional Vice President
PNC BANK, N.A.
By /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Title: Vice President
SHAWMUT BANK, N.A.
By /s/ Xxxxxx Xxxx
----------------------------------
Title: Relationship Manager
SIGNET BANK/VIRGINIA
By /s/ Xxxx Xxxxx
----------------------------------
Title: Vice President
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ANNEX I
Lender Term Commitment
------ ---------------
The Chase Manhattan Bank
(National Association) $4,692,444.46
LaSalle Business Credit, Inc. $5,633,093.99
PNC Bank, N.A. $4,224,820.52
Shawmut Bank, N.A. $5,633,094.02
Signet Bank/Virginia $2,816,547.01
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SCHEDULE III
Scheduled Term Commitment Reductions
------------------------------------
Term Commitment
Reduction
---------------
Each Quarterly Date Falling in
the Period from and including
December 31, 1994 through and
including December 31, 1998 $1,000,000
March 31, 1999 $6,000,000
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Exhibit 10.1.1
[CONFORMED COPY]
WAIVER AND AMENDMENT NO. 2
WAIVER AND AMENDMENT NO. 2 (the "AMENDMENT") dated as of July 10, 1995
among: APPLIED EXTRUSION TECHNOLOGIES, INC. (the "COMPANY") and the LENDERS
listed on the signature pages hereof (the "Lenders").
W I T N E S S E T H :
WHEREAS, the parties hereto and The Chase Manhattan Bank (National
Association), as Administrative Agent (the "ADMINISTRATIVE AGENT"), have
heretofore entered into a Credit Agreement dated as of April 7, 1994 (as amended
by Amendment No. 1 thereto dated as of December 30, 1994, the "AGREEMENT"); and
WHEREAS, the Company and the Lenders have agreed (i) to amend the
Agreement to increase the amount of capital expenditures permitted under the
Agreement in connection with building a new tenter line, provided that the
Company has received certain net cash proceeds from a public offering of its
common stock, (ii) to make certain related changes and (iii) to grant a waiver
in connection with the sale of certain assets by the Company, 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
Agreement shall have the meaning assigned to such term in the Agreement.
SECTION 2. AMENDMENT OF SECTION 1.01 OF THE AGREEMENT. The following
definitions are added in the appropriate alphabetical order:
"AMENDMENT NO. 2 EFFECTIVE DATE" shall mean the date as of which
Amendment No. 2 dated as of July 10, 1995 to this Agreement shall have
become effective.
"NET EQUITY PROCEEDS" shall mean the amount of gross cash proceeds
received by the Company from the
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issuance of its common stock less all out-of-pocket expenses, discounts and
commissions.
"TENTER LINE #66 PROJECT" shall mean an eight meter tenter line for
the production of oriented polypropylene to be located at the Company's
Terre Haute, Indiana facility.
SECTION 3. AMENDMENT OF SECTION 9.11 OF THE AGREEMENT. Section 9.11 is
amended (i) to delete the word "and" immediately before the reference to clause
(y) in the parenthetical immediately following "MINUS Capital Expenditures" and
(ii) to add the following text immediately after clause (y) in such
parenthetical:
and (z) the Tenter Line #66 Project, up to an aggregate amount not to
exceed, during the term of this Agreement, the amount by which the sum of
$50,000,000 plus the amount of related capitalized interest expense exceeds
the Net Equity Proceeds from the issuance by the Company of its common
stock during the 90-day period commencing on the Amendment No. 2 Effective
Date; PROVIDED that Capital Expenditures pursuant to this clause (z) shall
be excluded from the calculation of Capital Expenditures for purposes of
this Section 9.11 only if such Net Equity Proceeds shall be at least
$30,000,000O
SECTION 4. AMENDMENT OF SECTION 9.12(vii) OF THE AGREEMENT. Section
9.12(vii) is amended to replace "the aggregate outstanding principal amount of
the Term Loans" with "the Term Commitments".
SECTION 5. AMENDMENT OF SECTION 9.18 OF THE AGREEMENT. Section 9.18 is
amended (i) to delete the word "and" immediately before the reference to clause
(y) in clause (iii) and (ii) to add the following text immediately after clause
(y) in clause (iii):
and (z) the Tenter Line #66 Project, up to an aggregate amount not to
exceed, during the term of this Agreement, an amount equal to the sum of
$50,000,000 plus the amount of related capitalized interest expense;
PROVIDED that the Company shall be permitted to make Capital Expenditures
pursuant to this clause (z) only if the Net Equity Proceeds from the
issuance by the Company of its common stock during the 90-day period
commencing on the Amendment No. 2 Effective Date shall be at least
$30,000,000
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SECTION 6. WAIVER OF SECTION 9.12(vii) OF THE AGREEMENT. Each of the
Lenders hereby waives the Company's compliance with the requirement set forth in
Section 9.12(vii) that the Board of Directors determine in good faith that the
amount of cash proceeds of approximately $1,400,000, received by the Company for
the sale of fixed assets and inventory relating to the Company's drainage net
business pursuant to the Asset Purchase Agreement dated April 1995 by and
between the Company and The Tensar Corporation, is not less than the fair market
value of such fixed assets and inventory.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. 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 when the Administrative Agent
shall have received counterparts of this Amendment executed and delivered by or
on behalf of the Majority Lenders and the Company (or, in the case of any Lender
as to which the Administrative Agent shall not have received such a counterpart,
the Administrative Agent shall have received evidence satisfactory to it of the
execution and delivery by such Lender of 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/ Xxxxxxx Xxxxxx
----------------------------------
Title: Vice President & Treasurer
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION)
By /s/ Xxxxx Xxxxxxxx
----------------------------------
Title: Managing Director
LASALLE BUSINESS CREDIT, INC.
By /s/ Xxxxxxx X. Xxxx XX
----------------------------------
Title: Vice President
PNC BANK, N.A.
By /s/ Xxxxx Xxxxxx
----------------------------------
Title: Vice President
SHAWMUT BANK, N.A.
By /s/ Xxxxxx Xxxx
----------------------------------
Title: Assistant Vice President
SIGNET BANK/VIRGINIA
By /s/ Xxxx X. Xxxxx
----------------------------------
Title: Vice President
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Exhibit 10.1.1
[CONFORMED COPY]
AMENDMENT XX. 0
XXXXXXXXX XX. 0 (the "AMENDMENT") dated as of June 28, 1996 among: APPLIED
EXTRUSION TECHNOLOGIES, INC. (the "COMPANY") and the LENDERS listed on the
signature pages hereof (the "LENDERS").
W I T N E S S E T H:
WHEREAS, the parties hereto and The Chase Manhattan Bank (National
Association), as Administrative Agent (the "ADMINISTRATIVE AGENT"), have
heretofore entered into a Credit Agreement dated as of April 7, 1994 (as amended
by Amendment No. 1 thereto dated as of December 30, 1994 and Waiver and
Amendment No. 2 dated as of July 10, 1995, the "AGREEMENT"); and
WHEREAS, the Company and the Lenders have agreed (i) to correct references
to one of the Company's tenter line projects, (ii) to amend the interest
coverage ratio covenant for the period ended June 30, 1996 and the next five
periods thereafter and (iii) to amend the capital expenditures covenant, 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 Agreement
shall have the meaning assigned to such term in the Agreement.
SECTION 2. Amendment of Section 1.01 of the Agreement. Section 1.01 is
amended to replace the definition of "Tenter Line #66 Project" with the
following definition:
"TENTER LINE #71 PROJECT" shall mean a ten meter tenter line for the
production of oriented polypropylene located at the Company's Terre
Haute facility.
SECTION 3. Amendment of Section 9.10 of the Agreement. Section 9.10 is
amended to replace the word "year" with the word "period" and to replace the
table set forth therein with the following table:
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PERIOD RATIO
1994 1.75:1
1995 2.00:1
January 1, 1996-
March 31, 1996 2.25:1
April 1, 1996-
December 31, 1996 2.00:1
January 1, 1997-
September 30, 1997 2.25:1
October 1, 1997-
December 31, 1997 2.50:1
1998 and at all times thereafter 2.75:1
SECTION 4. Amendment of Section 9.11 of the Agreement. Section 9.11 is
amended to replace the words "Tenter Line #66 Project" with the words "Tenter
Line #71 Project".
SECTION 5. Amendment of Section 9.18 of the Agreement. Section 9.18 is
amended to replace the number "$12,000,000" with the number "$15,000,000" in
clause (i); to add the words "pursuant to clause (i) above" immediately after
the words "such period" in clause (ii); and to replace the words "Tenter Line
#66 Project" with the words "Tenter Line #71 Project" in clause (iii).
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 as of the date first above written when the
Administrative Agent shall have received counterparts of this Amendment executed
and delivered by or on behalf of the Majority Lenders and the Company (or, in
the case of any Lender as to which the Administrative Agent shall not have
received such a counterpart, the Administrative Agent shall have received
evidence satisfactory to it of the execution and delivery by such Lender of 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/Xxxxxxx Xxxxxx
---------------------------------
Title: Vice President and
Treasurer
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION)
By /s/Xxxxx Xxxxxxxx
---------------------------------
Title: Managing Director
LASALLE BUSINESS CREDIT, INC.
By /s/Xxxx X. Xxxxx
---------------------------------
Title: Assistant Vice President
PNC BANK, N.A.
By /s/Xxxxx X. Xxxxxx
---------------------------------
Title: Vice President
FLEET NATIONAL BANK.
By /s/Xxxxxx Xxxxxx
---------------------------------
Title: Vice President
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SIGNET BANK/XXXXXXX
By /s/Xxxx Xxxxx
---------------------------------
Title: Vice President
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