Exhibit 10.6
AMENDMENT NO. 4 AND ACKNOWLEDGEMENT dated as of
June 5, 2003 (this "Amendment"), to the STOCKHOLDERS'
AGREEMENT dated as of May 31, 2000 (as amended,
modified, supplemented or restated prior to the date
hereof, 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 signatories
hereto 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. Amendment.
Section 3.2(g) of the Original Agreement shall be amended and restated in
its entirety to read as set forth below.
"(g) Securities of the Company which are issued, or may be issued,
pursuant to (i) the 2003 Securities Purchase Agreement and (ii) the 2003
JPMP (BHCA) Commitment Agreement, provided that in each case, such
Securities (or any Securities issued in full or partial replacement
thereof) shall constitute Offered Securities and be subject to the
requirements of Section 3.1 as if such Securities were issued pursuant to
Section 3.1(d) on September 25, 2003.
Section 2. Acknowledgement and Waiver.
The Company and the Stockholders acknowledge that prior to September 25,
2003, the provisions set forth in Section 2.2(d) (Certain Transfers), Section
2.3 (Co-Sale Rights) and Section 2.4 (Right of First Refusal) of the Original
Agreement shall not apply to the Transfer by JPMP (BHCA) of any Stockholder
Shares acquired by JPMP (BHCA) pursuant to the 2003 JPMP (BHCA) Commitment
Agreement or the 2003 Securities Purchase Agreement and the Stockholders hereby
waive their rights under Sections 2.2(d), 2.3 and 2.4 with respect to such
Stockholder Shares during such period.
Section 3. No other Amendments.
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 4. 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, the Requisite Trust
Holders and the Requisite Investor Holders (by facsimile or otherwise), it being
understood that all of the foregoing 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 5. 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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2
IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 4 to
the Stockholders' Agreement as of the date first above written.
PLIANT CORPORATION
By: /s/ Brian E. Johnson
---------------------
Name: Brian E. Johnson
Title: Executive Vice President and
Chief Financial Officer
SOUTHWEST INDUSTRIAL FILMS, LLC
By: J.P. Morgan 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/ Timothy Walsh
-----------------
Name:
Title:
SOUTHWEST INDUSTRIAL FILMS II, LLC
By: J.P. Morgan 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/ Timothy Walsh
-----------------
Name:
Title:
WACHOVIA CAPITAL PARTNERS, LLC
By: /s/ Robert G. Calton
------------------------
Name: Robert G. Calton
Title: Partner
WACHOVIA CAPITAL PARTNERS 2001, LLC
By: /s/ Robert G. Calton
------------------------
Name: Robert G. Calton
Title: Partner
NEW YORK LIFE CAPITAL PARTNERS,
L.P.
By: NYLCAP Manager LLC,
its Investment Manager
By: /s/ Steven Benevento
------------------------
Name:
Title:
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By:
Name:
Title:
THE CHRISTENA KAREN H. DURHAM
TRUST
By: /s/ Richard P. Durham
------------------------
Name: Richard P. Durham
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/ Randall Borkenstein
-----------------------------------
Name: Randall Borkenstein
Title: Managing Director and Chief
Financial Officer
PERRY ACQUISITION PARTNERS-2, L.P.
By: Perry Investors-2, LLC
By: /s/ Randall Borkenstein
-----------------------------------
Name: Randall Borkenstein
Title: Managing Director and Chief
Financial Officer
DURHAM CAPITAL, LTD.
By: /s/ Richard P. Durham
-----------------------------------
Name: Richard P. Durham
Title: General Partner
SORENSEN CAPITAL, LLC
By:
-----------------------------------
Name:
Title:
RONALD G. MOFFITT IRA
By:
-----------------------------------
Name:
Title:
/s/ Jack E. Knott
---------------------------------------
Jack E. Knott
/s/ Richard P. Durham
---------------------------------------
Richard P. Durham
---------------------------------------
Ronald G. Moffitt
---------------------------------------
Scott K. Sorensen
/s/ Brian E. Johnson
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Brian E. Johnson