SIXTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

SIXTH AMENDMENT TO

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:

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

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

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

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.

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]

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/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President, Secretary and Chief Financial Officer

AGENT

GENERAL ELECTRIC CAPITAL
CORPORATION,
as Agent and Lender

By:	/s/ Xxxxx X. Xxxxxxx
Duly Authorized Signatory

By:	/s/ X. X. Xxxx
Duly Authorized Signatory

LENDERS

BLACK DIAMOND INTERNATIONAL FUNDING, LTD.

By:	/s/ Xxxx Xxxx
Title:		Director

TRS 1, LLC

By:	/s/ Xxxxxx Xxxxxxxx
Title:		Vice President

XXXXXXX XXXXX CAPITAL, a division of Xxxxxxx Xxxxx Business Financial Services Inc.

By:	/s/ Xxx Xxxxx
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/ Xxxxx X. Xxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxx
		Title: Vice President and Treasurer

	APPLIED EXTRUSION TECHNOLOGIES LIMITED

	By:	/s/ Xxxxx X. Xxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxx
		Title: Vice President and Treasurer

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SIXTH AMENDMENT TO CREDIT AGREEMENT

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