Exhibit 10.1.3
CONFORMED COPY
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 15, 1999,
amending 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 parties hereto desire to amend the Credit Agreement to
increase pricing, permit the acquisition and disposition of certain assets,
modify the financial covenants, and make certain related changes, all as more
fully set forth below, and to restate the Credit Agreement in its entirety to
read as set forth in the Credit Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit
Agreement has 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 and restated hereby.
SECTION 2. SECTION 1.01. Section 1.01 of the Credit Agreement is amended
by
(a) adding in the appropriate alphabetical order the following
definitions:
"AEP ASSETS" shall mean the assets relating to the oriented
polypropylene films business of AEP Industries Inc. ("AEP") purchased
pursuant to the Asset Purchase Agreement dated as of March 4, 1999 between
the Company and AEP.
"APPLICABLE LEVERAGE RATIO" shall mean, for any day, the ratio, as at
the end of the most recently ended fiscal quarter of the Company for which
the Company has delivered to the Administrative Agent and the Lenders the
Financial statements required to be delivered by the Company pursuant to
Section 9.01(a) or 9.01(b), as the case may be, of Funded Indebtedness as at
the end of the four fiscal quarters then ended to Cash Flow for such four
fiscal quarters; PROVIDED that if the Company shall not have timely delivered
any such financial statements, and the Majority Lenders shall not have agreed
otherwise, the Applicable Leverage Ratio for each day from and including the
day on which such financial statements are required to be delivered to but
excluding the day on which such financial statements are delivered shall be
deemed to be greater than 5.75:1.
"TENTER I PLANT ASSETS" shall mean the three 5.5 meter OPP lines and
slitters, 5.5 meter fully automated tobacco slitter, reclaim unit, in-line
blending and multiple secondary slitters currently operated at the Plant
located in Terre Haute, Indiana.
(b) amending the definition of "Applicable Margin" to read in its
entirety as follows:
"APPLICABLE MARGIN" shall mean, for any day, with respect to any
Base Rate Loan or Eurodollar Loan, or with respect to any letter of
credit fee payable hereunder, as the case may be, the applicable rate
per annum set forth below under the caption "Base Rate Margin",
"Eurodollar Margin" or "Letter of Credit Fee Rate", as the case may be,
based upon the Applicable Leverage Ratio on such day:
===============================================================================
|| | BASE RATE | EURODOLLAR | LETTER OF CREDIT||
|| APPLICABLE LEVERAGE RATIO: | MARGIN | MARGIN | FEE RATE ||
|| | | | ||
||---------------------------------------------------------------------------||
|| < or = 5.00 TO 1 | 1.25% | 2.50% | 2.50% ||
||---------------------------------------------------------------------------||
||> 5.00 TO 1 AND < OR = 5.75 TO 1| 1.50% | 2.75% | 2.75% ||
||---------------------------------------------------------------------------||
|| > 5.75 TO 1 | 1.75% | 3.00% | 3.00% ||
===============================================================================
(c) amending the definition of "Available PP&E Amount" to add the
following clause before the period at the end thereof:
; it being agreed that as of March 15, 1999 the Available PP&E
Amount is $35,000,000
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(d) amending clause (y) of the proviso to the definition of "Borrowing
Base" to read in its entirety as follows:
(y) the amount determined pursuant to clause (iii) shall at no time
exceed $35,000,000.
and
(e) amending the definition of "Cash Flow" to add the following sentence
at the end thereof:
For purposes of the definition of "Applicable Margin" and Sections
9.10 and 9.11, Cash Flow shall be calculated without giving effect
to the $2,905,000 in shutdown costs recorded in the fiscal quarter
of the Company ended December 31, 1998.
SECTION 3. SECTION 2.04(b). Section 2.04(b)(i) of the Credit Agreement
is amended by replacing the words "rate of 2.50% per annum" with the words
"Applicable Margin".
SECTION 4. SECTION 8.15. Section 8.15 of the Credit Agreement is amended
by replacing the word "July" with the word "October".
SECTION 5. SECTION 9.01(e). Section 9.01(e)(ii) of the Credit Agreement
is amended by adding after the words "orderly liquidation value" the words
"in place".
SECTION 6. SECTION 9.09. Section 9.09 of the Credit Agreement is amended
by replacing the number "$90,000,000" with the number "$85,000,000".
SECTION 7. SECTION 9.10. The chart set forth in Section 9.10 of the
Credit Agreement is amended to read as follows for all periods beginning on
or after January 1, 1999:
PERIOD RATIO
January 1, 1999 through December 31, 1999 1.50:1
January 1, 2000 through March 31, 2000 1.75:1
April 1, 2000 through September 30, 2000 2.00:1
October 1, 2000 through March 31, 2001 2.25:1
April 1, 2001 and thereafter 2.50:1
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SECTION 8. SECTION 9.11. The chart set forth in Section 9.11 of the
Credit Agreement is amended to read as follows for all periods beginning on
or after January 1, 1999:
PERIOD RATIO
January 1, 1999 through September 30, 1999 6.00:1
October 1, 1999 through March 31, 1999 5.50:1
April 1, 2000 through September 30, 2000 5.00:1
October 1, 2000 through March 31, 2001 4.00:1
April 1, 2001 through September 30, 2001 3.50:1
October 1, 2001 and thereafter 3.25:1
SECTION 9. SECTION 9.12. Section 9.12 of the Credit Agreement is amended
by
(a) amending clause (v) to insert after the word "Company" on the first
line thereof the phrase "(or, in the case of the AEP Assets, by Applied
Extrusion Technologies (Canada), Inc.)", and to replace the number
"$30,000,000" with the following:
the sum of $30,000,000 and the amount paid to purchase the AEP
Assets
(b) amending the proviso to clause (vii) to read in its entirety as
follows:
PROVIDED that such cash proceeds, taken together with all other
cash proceeds received for assets disposed of pursuant to this
clause (vi), and net of the amount of such proceeds used to replace
the assets disposed of, shall not exceed $10,000,000 in the
aggregate; and
and
(c) amending clause (viii) to add after the words "Salem, Massachusetts"
the following:
, of the Tenter I Plant Assets
and to delete the words "in clause (vii)(y) above and".
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SECTION 10. SECTION 9.14. Section 9.14 of the Credit Agreement is
amended by deleting the word "and" at the end of clause (v) and adding before
the period at the end of the Section the following:
; and (vi) Investments in Applied Extrusion Technologies
(Canada), Inc. consisting of (x) either the cash required to purchase
the AEP Assets or the contribution of AEP Assets and (y) the cash
required to move AEP Assets
SECTION 11. SECTION 9.18. Section 9.18 of the Credit Agreement is
amended to add after clause (ii) the following paragraph:
In addition to the Capital Expenditures permitted above, the
Company or Applied Extrusion Technologies (Canada), Inc. may
purchase the AEP Assets and incur up to $10,000,000 in Capital
Expenditures to move AEP Assets to one or more Plants.
SECTION 12. EXHIBIT C. Exhibit C to the Credit Agreement is amended to
read in its entirety as set forth in the attached Exhibit C.
SECTION 13. REPRESENTATIONS OF COMPANY. The Company represents and
warrants that after giving effect to the foregoing provisions of this Amended
and Restated Credit Agreement (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 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 14. GOVERNING LAW. THIS AMENDED AND RESTATED CREDIT AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
SECTION 15. COUNTERPARTS. This Amended and Restated Credit Agreement 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.
SECTION 16. EFFECTIVENESS. This Amended and Restated Credit Agreement
shall become effective, and the Credit Agreement shall have been restated to
read as set forth in the Credit Agreement with the amendments specified
herein, as of the date hereof on the date (the "EFFECTIVE DATE") when the
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Administrative Agent shall have received (i) from the Company for the account
of each Lender, an amendment fee equal to 0.25% 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) from each of the Company and the
Majority confirmation (in form satisfactory to the Administrative Agent) that
such party has signed a counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Credit Agreement to be duly executed as of the date first above
written.
APPLIED EXTRUSION
TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman and Chief Executive
Officer
THE CHASE MANHATTAN BANK
By: /s/ Xxxx Xxxxxxxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxxxxxx Xxxxx
Title: Vice President
LASALLE BUSINESS CREDIT, INC.
By: /s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
Title: Vice President
FLEET NATIONAL BANK
By: /s/ H. Xxxxxx Xxxxxxxxx
-----------------------------------
Name: H. Xxxxxx Xxxxxxxxx
Title: Vice President
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PNC BANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice-President
FIRST UNION NATIONAL BANK
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
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EXHIBIT C
BORROWING BASE CERTIFICATE
Reference is made to the Credit Agreement dated as of April 7, 1994 and
amended and restated as of January 29, 1998 (as modified and supplemented and
en effect from time to time, the "Credit Agreement") among Applied Extrusion
Technologies, Inc., a Delaware corporation (the "Company"), the leaders named
therein and The Chase Manhattan Bank, as Administrative Agent. Terms defined
in the Credit Agreement are used herein as defined therein.
Pursuant to Section 9.01(c) of the Credit Agreement, the undersigned,
through an authorized officer of the Company, hereby certifies that, to the
best of its knowledge, attached hereto as Annex 1 is, in all material
respects, a true and accurate calculation of the Borrowing Base as at the
monthly accounting period ended ____________, ____ determined in accordance
with the requirements of the Credit Agreement, together with an inventory
schedule and a summary by client of aging of receivables.
IN WITNESS WHEREOF, the undersigned has caused this certificate to be
duly executed as of the __ day of ____________, ____.
Applied Extrusion Technologies, Inc.
____________________________________
By:
Title:
ANNEX 1
Borrowing Base Certificate
(all numbers in thousands
unless otherwise indicated)
******************************************************************************
Gross Receivables -- beginning balance
period ended ____________, 199_ __________
Rebates, credits and offsets __________
Commissions payable to third parties __________
Net Receivables -- beginning balance
period ended ____________, 199_ __________
Plus: total sales for period __________
Less: total cash receipts for period __________
total credits for period
(returns and allowances) __________
total increase (decrease) in
offsets for period __________
total other adjustments
for period (+/-) (details
attached) including rebates
and credits __________
Net Receivables -- ending balance
period ended ____________, 199_
Less: ineligible Receivables at period end
(determined pursuant to definition
of Eligible Receivables in Credit
Agreement, without duplication):
Receivables due more than 60 days from
invoice date __________
Receivables due from an account debtor whose
principal place of business is located outside
the United States of America and Canada __________
Receivables due from (i) an Affiliate
of the Company or (ii) bankrupt or
insolvent account debtors or account debtors
with unsatisfactory credit standing (as
determined by the Majority Lenders) __________
Receivables remaining unpaid over 60
days from original due date __________
Receivables from account debtors if more than
50% of all REceivables from such account
debtor are otherwise excluded as Eligible
Receivables __________
Receivables subject to dispute __________
Receivables due from any account debtor
that is the United States of America or
any department, or instrumentality thereof,
unless the Federal Assignment of Claims Act
has been compiled with __________
Receivables (i) evidenced by instruments
not in the possession of the Administrative
Agent or (ii) in which the Administrative
Agent does not have a perfected
first priority security interest __________
Receivables from any account debtor to
the extent they exceed 20% of the
aggregate of all Receivables, except
as otherwise provided in Schedule IV __________
Total Ineligible Receivables __________
Total Eligible Receivables __________
******************************************************************************
Inventory at lower of cost or market
(using average cost)
owned by the Company and located
in a jurisdiction in the United States
and Canada covered by appropriate filings: __________
Beginning period Inventory balance
____________, 199_
2
Ending period Inventory balance
____________, 199_ __________
Less: ineligible Inventory at period end
determined pursuant to definition
of Eligible Inventory in Credit
Agreement): __________
Total Eligible Inventory __________
******************************************************************************
[Total Eligible Machinery and Equipment
(Machinery and equipment
as most recently determined by
Appraisers pursuant to Section 9.01(e)(ii)
of the Credit Agreement owned by the
Company or any Subsidiary Guarantor
and located in the United States or
Quebec covered by appropriate
filings) __________
Total Eligible Real Property
(Real Property as most recently determined
by Appraisers pursuant to Section 9.01(e)(ii)
of the Credit Agreement owned by
the Company or any Subsidiary Guarantor
and located in the United States or
Quebec with appropriate surveys,
title reports, and filings and
recordings) __________
******************************************************************************
25% of Eligible Machinery and Equipment __________
Plus: 25% of Eligible Real Property __________
Available PP&E Amount $35,000,000*
____________________________
*Use $35,000,000 unless a lower value is required based upon a
valuation report requested pursuant to Section 9.01(e)(ii), in which case
bracketed text should be included.
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******************************************************************************
Borrowing Base:
85% of Eligible Receivables __________
Plus: 50% of Eligible Inventory
(not in access of 50% of the
Borrowing Base) __________
Plus: Available PP&E Amount
(not in excess of $35,000,000) __________
Borrowing Base: __________
******************************************************************************
Loans Balance
Period beginning ____________, 199_ __________
advances for period __________
reductions for period __________
other adjustments (+/-) __________
Loans Balance
Period ending ___________, 199_ __________
Total outstandings __________
Availability (overadvance) __________
******************************************************************************
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INVENTORY SCHEDULE
******************************************************************************
Unit
Cost
Quantity Cents/
Units Unit Value Eligible
-------- ------ ----- --------
Finished Product
Inventory
----------------
Location/Product
Total fin. prod. inv.
Raw Material Inventory
----------------------
Location/product
Total raw materials inv.
All inventory set forth above was produced in compliance with the
requirements of the Fair Labor Standards Act, as amended.
Summary By Client of Aging of Receivables
[attached]
