[CONFORMED COPY]
WAIVER
WAIVER (the "WAIVER") dated as of December 31, 1998 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 (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 waive compliance
with the interest coverage ratio and the leverage ratio required for the
period ended on December 31, 1998;
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.
SECTION 2. WAIVER OF SECTIONS 9.10 AND 9.11. The Lenders hereby waive
compliance with Section 9.10 and 9.11 of the Credit Agreement for the period
(and only for the period) ended on December 31, 1998.
SECTION 3. 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 Waiver Effective Date 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 4. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 5. COUNTERPARTS; EFFECTIVENESS. This Waiver 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 Waiver shall become effective as of the date first above written (the
"WAIVER EFFECTIVE DATE") when the Administrative Agent shall have received
counterparts of this Waiver 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 X. XXXXXX
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Title: Vice President and Chief
Financial Officer
THE CHASE MANHATTAN BANK
By /s/ XXXX XXXXXXXXX XXXXX
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Title: Vice President
LASALLE BUSINESS CREDIT, INC.
By /s/ XXXX X. XXXXX
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Title: Vice President
FLEET NATIONAL BANK
By /s/ H. XXXXXX XXXXXXXXX
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Title: Vice President
PNC BANK, N.A.
By /s/ XXXXX X. XXXXXX
---------------------------------
Title: Vice-President
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FIRST UNION NATIONAL BANK
By /s/ XXXX X. XXXXXXX
---------------------------------
Title: Vice President
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