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EXHIBIT 10.1.3
CONFORMED COPY
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30, 2000,
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, further amended and restated as of March 15,
1999, further amended by Amendment No. 1 dated as of April 23, 1999 and
further amended and restated as of April 12, 2000 (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 the amount of working capital commitments by $10,000,000, modify
the borrowing base provisions, the interest coverage ratio and leverage ratio
covenants and the mandatory commitment reduction provisions, 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 1. SECTION 1.01 AND EXHIBIT C. (a) The definitions of
"Available PP&E Amount" and "Borrowing Base" in Section 1.01 of the Credit
Agreement and Exhibit C to the Credit Agreement, are amended to replace the
number "$40,000,000" with the phrase "$50,000,000 (PROVIDED that such amount
shall be reduced to $40,000,000 on the date the Working Capital Commitments
cease to exceed $80,000,000, and, at any time when such amount otherwise
would exceed $40,000,000, shall be reduced, but to no less than $40,000,000,
by the Capital
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Expenditure Shortfall)". The definition of "Available PP&E Amount" is further
amended to replace the date "April 12, 2000" with the date "September 30,
2000".
(b) The definition of "Cash Flow" in Section 1.01 of the Credit
Agreement is amended to add, after the word "amortization", the words
"provision for doubtful accounts", and after the word "policy", the words "and
writeoffs of accounts receivable", and is further amended to add the
following words before the period in the last sentence thereof:", the
$2,400,000 in shutdown costs recorded in the fiscal quarter of the Company
ended September 30, 2000 or up to $3,000,000 in shutdown costs recorded in
the first six fiscal months of the fiscal year of the Company ended September
30, 2001".
(c) Clause (i) of the definition of "Working Capital Availability
Period" in Section 1.01 of the Credit Agreement is amended to add, after the
word "if", the words "either the Working Capital Commitments exceed
$80,000,000 on such date or"
(d) Section 1.01 of the Credit Agreement is further amended by adding in
the appropriate alphabetical order the following definitions:
"CAPITAL EXPENDITURE SHORTFALL" shall mean 50% of the amount by which
Capital Expenditures for any fiscal year ending after September 30, 2000
are less than $10,000,000. The Capital Expenditure Shortfall, if any,
shall be calculated as soon as possible, and i any event no later than
thirty days after, the end of each fiscal year, shall be notified to
the Administrative Agent and the Lenders within two Business Days of its
calculation, and shall become effective for all purposes hereunder on
the effective date of such notification.
"REMAINING AVAILABILITY CONDITION" shall exist on any day on or after a
date when the amount by which the Borrowing Base exceeds the Working
Capital Obligations (the "Remaining Availability Amount") is less than or
equal top $4,500,000; PROVIDED that if on any date subsequent to such
date either (x) the Remaining Availability Amount set forth in a
Borrowing Base Certificate calculated as of the last day of a calendar
month and delivered subsequent to such date equals or exceeds $7,500,000
or (y) the Remaining Availability Amount has equaled or exceeded
$5,000,000 in every Borrowing Base Certificate (including at least two
Borrowing Base Certificates calculated as of the last day of a calendar
month) delivered to the Administrative Agent and the Lenders during a
period of two consecutive months, then the Remaining Availability
Condition shall terminate and shall only recur if the Remaining
Availability Amount again ceases to exceed $4,500,000.
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SECTION 3. SECTION 2.03. Section 2.02(a)(ii) of the Credit Agreement is
amended to add at the end thereof the following additional sentence:
To the extent (and only to the extent) the Working Capital Commitments
exceed $80,000,000, they shall also be reduced by 75% of the Net Cash
Proceeds in excess of $10,000,000 from the disposition of the Terre Haute
Tublar Assets, until the Working Capital Commitments equal $80,000,000.
SECTION 4. SECTION 9.01. Section 9.01(c)(ii) of the Credit Agreement is
amended to read in its entirety as follows:
(ii) if either (A) the most recently delivered Borrowing Base did not
show that the Borrowing Base equaled or exceeded 150% of the Working Capital
Commitments and the Majority lenders have so requested or (B) a Remaining
Availability Condition has occurred and is continuing, five Business Days
after the last day of each week (other than a week in which a calendar month
ends), and
SECTION 5. 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 April 1, 2000:
<TABLE>
<CAPTION>
PERIOD RATIO
<S> <C>
April 1, 2000 through June 30, 2000 2.00:1
July 1, 2000 through September 30, 2000 1.75:1
October 1, 2000 through September 30, 2001 1.50:1
October 1, 2001 through June 30, 2002 1.75:1
July 1, 2002 and thereafter 2.25:1
</TABLE>
SECTION 6. 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 April 1, 2000:
<TABLE>
<CAPTION>
PERIOD RATIO
<S> <C>
April 1, 2000 through June 30, 2000 5.00:1
July 1, 2000 through September 30, 2000 5.25:1
October 1, 2000 through December 31, 2000 5.95:1
January 1, 2001 through March 31, 2001 6.00:1
April 1, 2001 through June 30, 2001 5.95:1
July 1, 2001 thro8ugh September 30, 2001 5.00:1
</TABLE>
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<TABLE>
<S> <C>
October 1, 2001 through December 31, 2001 4.65:1
January 1, 2002 through June 30, 2002 4.25:1
July 1, 2002 and thereafter 4.00:1
</TABLE>
SECTION 7: SECTION 9.01. The proviso to Section 9.01(e) of the Credit
Agreement is amended to replace "one" with "two" and "report" with "reports"
each place they appear.
SECTION 8. INCREASED COMMITMENTS. Provident Bank hereby becomes a party
to this Amended and Restated Agreement and a "Lender" for all purposes
hereof, entitled to all rights and subject to all duties hereunder. The
aggregate amount of the Working Capital Commitments under this Amended and
Restated Agreement is increased on and as of the Effective Date (as
hereinafter defined) by $10,000,000 (the "INCREASE") to $90,000,000, and each
Lender's Working Capital Commitment on and as of the Effective Date is the
amount set forth opposite its name on the signature pages hereof. Each
Lender's participation in any Participation Letter of Credit outstanding
prior to the Effective Date and the related Letter of Credit Liabilities is
automatically adjusted on and as of the Effective Date to reflect such
Lender's new Working Capital Commitment Percentage. On the Effective Date,
the principal amount of each Lender's outstanding Loans shall be adjusted,
and such lender shall make or receive payments to or from the other Lenders,
and such other adjustments shall be made, as may be required so that all
outstanding Loans shall be held by the Lenders in proportion to their new
Working Capital Commitment percentages.
SECTION 9. 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 10. 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 11. COUNTERPARTS. This Amended and Restated Credit Agreement may
be signed in any number of counterparts, each of which shall be
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an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument.
SECTION 12. 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
Administrative Agent shall have received (i) from the Company for the account
of each Lender (other than Provident Bank, (an amendment fee equal to 0.25%
of such Lender's Working Capital Commitment as in effect on the Effective
Date, (ii) an opinion of Ropes & Gray, counsel for the Company (or such other
counsel for the Company as may be acceptable to the Administrative Agent),
substantially to the effect of Exhibit D to the Credit Agreement with
reference to this Amendment and Restatement and the Credit Agreement with
reference to this Amendment and Restatement and the Credit Agreement as
amended an restated hereby, (iii) from each of the Company and the Lenders a
counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Administrative Agent) that such
party has signed a counterpart hereof, and (iv) such other documents and
instruments as the Administrative Agent may reasonably request in connection
with this Amendment and Restatement and the transactions contemplated hereby.
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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/ Anthony J. Allott
---------------------------------
Title: Vice President & Chief
Financial Officer
Working Capital Commitment THE CHASE MANHATTAN BANK
$15,500,000.00
By: /s/ Peter Dedousis
---------------------------------
Title: Managing Director
Working Capital Commitment LASALLE BUSINESS CREDIT, INC.
$17,714,285.74
By: /s/ John Eby
---------------------------------
Title: Vice President
Working Capital Commitment FLEET NATIONAL BANK
$15,500,000.00
By: /s/ Melissa Post
---------------------------------
Title: Assistant Vice President
Working Capital Commitment PNC BANK, N.A.
$14,857,142.84
By: /s/ Craig T. Sheetz
---------------------------------
Title: Vice President
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Working Capital Commitment FIRST UNION NATIONAL BANK
$16,428,571.42
By: /s/ John Trainor
---------------------------------
Title: Vice President
Working Capital Commitment PROVIDENT BANK
$10,000,000
By: /s/ Jose V. Garde
---------------------------------
Title: Vice President
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