Exhibit 10.8
AMENDMENT NO. 2 dated as of March
25, 2003 (this "Amendment"), to the
REGISTRATION RIGHTS AGREEMENT dated as of
May 31, 2000 (as amended, modified,
supplemented or restated from time to time,
the "Original Agreement"), among PLIANT
CORPORATION, a Utah corporation (the
"Company"), and certain of the stockholders
of the Company signatory thereto.
By executing and delivering this Amendment, the undersigned hereby
agree as set forth below. Capitalized terms used but not defined herein shall
have the respective meanings ascribed to them in the Original Agreement.
Section 1. Amendments.
The definition of "Warrants" in Section 1 of the Original Agreement shall
be amended and restated in its entirety to read as set forth below.
"Warrants" means any warrant to purchase shares of Common
Stock issued pursuant to the Warrant Agreement.
Section 2. No other Amendments or Waivers.
Except as modified by this Amendment, the Original Agreement shall remain
in full force and effect, enforceable in accordance with its terms. This
Amendment is not a consent to any waiver or modification of any other terms or
conditions of the Original Agreement or any of the instruments or documents
referred to in the Original Agreement and shall not prejudice any right or
rights which the parties thereto may now or hereafter have under or in
connection with the Original Agreement or any of the instruments or documents
referred to therein.
Section 3. Effectiveness; Counterparts
This Amendment may be executed in two or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when
one or more counterparts have been signed by the Company, Requisite Investor
Stockholders, Requisite Trust Stockholders and Requisite Warrantholders (by
facsimile or otherwise) to the other party, it being understood that all parties
need not sign the same counterpart. Any counterpart or other signature to this
Amendment that is delivered by facsimile shall be deemed for all purposes as
constituting good and valid execution and delivery by such party of this
Amendment.
Section 4. Governing Law.
This Amendment shall be governed by and construed and enforced in
accordance with
the laws of the State of New York without giving effect to any choice or
conflict of law provision or rule (whether in the State of New York or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 2 to
the Registration Rights Agreement as of the date first above written.
PLIANT CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Executive Officer
SOUTHWEST INDUSTRIAL FILMS, LLC
By: ▇.▇. ▇▇▇▇▇▇ Partners (BHCA), L.P.
its Member
By: JPMP Master Fund Manager, L.P.,
its General Partner
By: JPMP Capital Corp.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
Title:
WACHOVIA CAPITAL PARTNERS, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Partner
WACHOVIA CAPITAL PARTNERS 2001, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Partner
NEW YORK LIFE CAPITAL PARTNERS,
L.P.
By: NYLCAP Manager LLC,
its Investment Manager
By: _____________________________________
Name:
Title:
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Its Authorized Representative
THE CHRISTENA ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Trustee
PERRY ACQUISITION PARTNERS-3, L.P.
By: Perry Investors-3, LLC,
its General Partner
By: Perry Capital, LLC,
its Managing Member
By: Perry Corp.,
its Managing Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Managing Director and
Chief Financial Officer
PERRY ACQUISITION PARTNERS-2, L.P.
By: Perry Investors-2, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Managing Director and
Chief Financial Officer
DURHAM CAPITAL, LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: General Partner
▇▇▇▇▇▇▇▇ CAPITAL, LLC
By: _____________________________________
Name:
Title:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇
By: _____________________________________
Name:
Title:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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_________________________________________
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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