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Exhibit 10.15
SUPPLEMENT NO. 1, dated as of July 19, 2001,
to the Guarantee Agreement dated as of
September 30, 1997, as amended and restated
as of May 31, 2000, among PLIANT CORPORATION
(f/k/a Huntsman Packaging Corporation), a
Utah corporation (the "Borrower"), each of
the subsidiaries of the Borrower listed on
Schedule I thereto (each such subsidiary
individually, a "Subsidiary Guarantor" and
collectively, the "Subsidiary Guarantors"),
and BANKERS TRUST COMPANY, a New York
banking corporation, as administrative agent
(the "Administrative Agent") for the Lenders
under the Credit Agreement referred to
below.
A. Reference is made to the Credit Agreement dated as of September 30,
1997, as amended and restated as of May 31, 2000 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, Aspen Industrial, S.A. de C.V., a Mexico corporation, the lenders from
time to time party thereto (the "Lenders") and the Administrative Agent.
Capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in the Credit Agreement.
B. The Borrower and the Subsidiary Guarantors have entered into the
Guarantee Agreement in order to induce the Lenders to make Loans and the Issuing
Bank to issue Letters of Credit. Pursuant to Section 5.12 of the Credit
Agreement, each Subsidiary Loan Party that was not in existence or not a
Subsidiary on the date of the Credit Agreement is required to enter into the
Guarantee Agreement as a Subsidiary Guarantor upon becoming a Subsidiary.
Section 20 of the Guarantee Agreement provides that additional Subsidiaries of
the Borrower may become Subsidiary Guarantors under the Guarantee Agreement by
execution and delivery of an instrument in the form of this Supplement. Each of
the undersigned Subsidiaries of the Borrower (the "New Subsidiary Guarantors")
is executing this Supplement in accordance with the requirements of the Credit
Agreement to become a Subsidiary Guarantor under the Guarantee Agreement in
order to induce the Lenders to make additional Loans and the Issuing Bank to
issue additional Letters of Credit and as consideration for Loans previously
made and Letters of Credit previously issued.
Accordingly, the Administrative Agent and each of the New Subsidiary
Guarantors agree as follows:
SECTION 1. In accordance with Section 20 of the Guarantee Agreement,
each of the New Subsidiary Guarantors by its signature below becomes a
Subsidiary Guarantor under the Guarantee Agreement with the same force and
effect as if originally named therein as a Subsidiary Guarantor and each of the
New Subsidiary Guarantors hereby (a) agrees to all the terms and provisions of
the Guarantee Agreement applicable to it as a Subsidiary Guarantor thereunder
and (b) represents and warrants that the representations and warranties made by
it as a Subsidiary Guarantor thereunder are true and correct on and as of the
date hereof. Each reference to a "Subsidiary Guarantor" or "Guarantor" in the
Guarantee Agreement shall be deemed to include each of the New Subsidiary
Guarantors. The Guarantee Agreement is hereby incorporated herein by reference.
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SECTION 2. Each of the New Subsidiary Guarantors represents and
warrants to the Administrative Agent and the other Secured Parties that this
Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms.
SECTION 3. This Supplement may be executed in counterparts, each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when the
Administrative Agent shall have received counterparts of this Supplement that,
when taken together, bear the signatures of each of the New Subsidiary
Guarantors and the Administrative Agent. Delivery of an executed signature page
to this Supplement by facsimile transmission shall be as effective as delivery
of a manually executed counterpart of this Supplement.
SECTION 4. Except as expressly supplemented hereby, the Guarantee
Agreement shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the Guarantee Agreement shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision hereof in a particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction). The parties hereto
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 7. All communications and notices hereunder shall be in writing
and given as provided in Section 14 of the Guarantee Agreement. All
communications and notices hereunder to each of the New Subsidiary Guarantors
shall be given to it at the address set forth under its signature below, with a
copy to the Borrower.
SECTION 8. Each of the New Subsidiary Guarantors agrees to reimburse
the Administrative Agent for its out-of-pocket expenses in connection with this
Supplement, including the fees, disbursements and other charges of counsel for
the Administrative Agent.
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IN WITNESS WHEREOF, each of the New Subsidiary Guarantors and the
Administrative Agent have duly executed this Supplement to the Guarantee
Agreement as of the day and year first above written.
UNIPLAST HOLDINGS INC.,
By /s/ Larry Shepler
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Name: Larry Shepler
Title: Secretary
Address: c/o Pliant Corporation
1515 Woodfield Road, Suite 600
Schaumburg, Illinois 60173
UNIPLAST U.S., INC.,
By /s/ Larry Shepler
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Name: Larry Shepler
Title: Secretary
Address: c/o Pliant Corporation
1515 Woodfield Road, Suite 600
Schaumburg, Illinois 60173
TUREX, INC.,
By /s/ Larry Shepler
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Name: Larry Shepler
Title: Secretary
Address: c/o Pliant Corporation
1515 Woodfield Road, Suite 600
Schaumburg, Illinois 60173
PIERSON INDUSTRIES, INC.,
By /s/ Larry Shepler
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Name: Larry Shepler
Title: Secretary
Address: c/o Pliant Corporation
1515 Woodfield Road, Suite 600
Schaumburg, Illinois 60173
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UNIPLAST MIDWEST, INC.,
By /s/ Larry Shepler
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Name: Larry Shepler
Title: Secretary
Address: c/o Pliant Corporation
1515 Woodfield Road, Suite 600
Schaumburg, Illinois 60173
BANKERS TRUST COMPANY,
as Collateral Agent,
By /s/ Robert R. Telesca
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Name: Robert R. Telesca
Title: Vice President
Address: One Bankers Trust Plaza
New York, New York 10006