Exhibit 10.1.1
EXECUTION COPY
WAIVER AND AMENDMENT NO. 1
WAIVER AND AMENDMENT NO. 1 (the "Amendment") dated as of
December 16, 1998 of the Credit Agreement dated as of April 7, 1994 and
amended and restated as of January 29, 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").
WITNESSETH:
WHEREAS, the Company and the Lenders have agreed to waive compliance
with the leverage ratio for the period ended on September 30, 1998, amend the
leverage ratio and the interest coverage 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 Section 9.11. The Lenders hereby waive compliance
with Section 9.11 of the Credit Agreement for the period (and only for the
period) ended on September 30, 1998.
Section 3. Amendment of Sections 9.10 and 9.11. Section 9.10 of the
Credit Agreement is hereby amended to replace "September 30, 1998" with
"December 31, 1998" and "October 1, 1998" with "January 1, 1999". Section
9.11 of the Credit Agreement is hereby amended to replace "December 31, 1998"
with "September 30, 1998" and to insert immediately thereafter an additional
line reading:
October 1, 1998 through December 31, 1998 5.50:1
Section 4. 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 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 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. 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 (the
"Amendment Effective Date") when the Administrative Agent shall have
received (i) for the account of each Lender, an amendment fee equal to 0.5%
of such Lender's pro rata share of the aggregate amount of Loans, Letter of
Credit Liabilities and unused Commitments on such date, and (ii) 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/ Xxxxxx X. Xxxxxx XX
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Title: Vice President
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
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Title: Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxx X. Xxxxxxx
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Title: Vice President
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