Exhibit
10.20


 


REAFFIRMATION
AGREEMENT


 


REAFFIRMATION AGREEMENT
dated as of November 21, 2005 (as it may be amended, restated, supplemented or
otherwise modified from time to time, this “Agreement”), among PLIANT
CORPORATION, a Utah corporation (the “Parent Borrower”) and GENERAL
ELECTRIC CAPITAL CORPORATION, as Collateral Agent (in such capacity, the “Collateral
Agent”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, Parent Borrower and
the Domestic Subsidiary Borrowers (as defined in the Prior Credit Agreement
described below) are parties to that certain Credit Agreement dated as of
February 17, 2004 (as amended, restated, supplemented or otherwise modified
from time to time prior to the date hereof, the “Prior Credit Agreement”)
among the Parent Borrower, Uniplast Industries Co., a Nova Scotia corporation
(the “Canadian Subsidiary Borrower”), certain Domestic Subsidiary
Borrowers party thereto, the Lenders party thereto (the “Prior Lenders”),
Credit Suisse First Boston, acting through its Cayman Islands Branch, as Administrative
Agent and Documentation Agent (the “Prior Administrative Agent”),
Deutsche Bank Trust Company Americas, as Collateral Agent (the “Prior
Collateral Agent”), General Electric Capital Corporation, as Co-Collateral
Agent, and JPMorgan Chase Bank, as Syndication Agent; and


 


WHEREAS, in connection
with the Prior Credit Agreement, the Parent Borrower executed and delivered one
or more Mortgages in favor of the Prior Collateral Agent (as amended, restated,
supplemented or otherwise modified from time to time, the “Mortgages”)
to secure the payment and performance of all obligations of the Loan Parties
(as defined in the Prior Credit Agreement) under the Prior Credit Agreement and
the other Loan Documents (as defined in the Prior Credit Agreement); and


 


WHEREAS, prior to the
execution of this Agreement, the Prior Collateral Agent resigned as “Collateral
Agent” under the Prior Credit Agreement, the Security Documents (as defined in
the Prior Credit Agreement) and the other Loan Documents (as defined in the Prior
Credit Agreement) and the Collateral Agent succeeded the Prior Collateral Agent
as the “Collateral Agent” thereunder, all pursuant to that certain Consent and
Amendment dated as of March 8, 2004 by and among the Prior Administrative
Agent, the Prior Collateral Agent, the Collateral Agent, Deutsche Bank Trust
Company Americas, as replaced Issuing Bank, LaSalle Business Credit, LLC, as
replacement Issuing Bank, the Borrowers and the Prior Lenders; and


 


WHEREAS, the parties wish
to amend and restate the Prior Credit Agreement in the form of that certain
Amended and Restated Credit Agreement dated as of even date herewith (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Parent Borrower, the Canadian Subsidiary Borrower,
the Domestic Subsidiary Borrowers party thereto, the Lenders Party thereto,
Morgan Stanley Senior Funding, Inc., as Domestic B Agent, the Collateral Agent
and General Electric Capital Corporation, as Domestic A Agent and Administrative
Agent.


 

















 


ACCORDINGLY, in
connection with the amendment and restatement of the Prior Credit Agreement,
the parties hereto agree as follows:


 


1.             The Parent Borrower acknowledges that the Mortgages have
been assigned to the Collateral Agent. The Mortgages executed by the Parent
Borrower and the security interests created thereby given in favor of the Prior
Collateral Agent in connection with the Prior Credit Agreement are, and shall remain,
outstanding and in full force and effect without interruption or impairment of
any kind, and shall secure and guarantee, and shall continue to secure and
guarantee, the Obligations (as defined in the Credit Agreement) and all other
obligations expressed to be secured by the Mortgages to which the Parent
Borrower is a party.


 


2.             All Liens (as defined in the Prior Credit Agreement)
created or evidenced by the Mortgages are hereby ratified, confirmed and
continued.


 


3.             The Parent Borrower hereby acknowledges (i) that all
references to the “Credit Agreement” contained in any of the Mortgages and
other agreements to which it is a party shall be references to the Credit
Agreement as defined herein, (ii) that all references to the “Administrative
Agent” shall be references to the Administrative Agent as defined herein and
(iii) that all references to the “Collateral Agent” shall be references to the
Collateral Agent as defined herein.


 


4.             This Agreement may be executed in any number of
counterparts, each of which shall constitute an original but all of which taken
together shall constitute one agreement. Delivery of an executed signature page
to this Agreement by facsimile transmission or other electronic transmission
shall be effective as a manually executed counterpart hereof.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 

















 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the day and year first
above written.


 


 


	
  PARENT BORROWER:

  	
  PLIANT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  COLLATERAL AGENT:

  	
  GENERAL ELECTRIC CAPITAL

  
	
   

  	
  CORPORATION,
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


REAFFIRMATION AGREEMENT