Exhibit 4.4


 


	
  REGISTRATION RIGHTS
  AGREEMENT dated as
  of July 18, 2006 (this “Agreement”), by and between Pliant
  Corporation, a Delaware corporation (the “Company”), the Bond
  Stockholders (as defined herein) and the Other Stockholders (as defined
  herein).

  



 


WHEREAS, on January 3, 2006,
Pliant (Utah) and certain of its subsidiaries, Uniplast Holdings, Inc., Pliant
Corporation International, Pliant Solutions Corporation, Pliant Film Products
of Mexico, Inc., Pliant Packaging of Canada, LLC, Pliant Investment, Inc.,
Alliant Company LLC, Uniplast U.S., Inc., Uniplast Industries Co., and Pliant
Corporation of Canada Ltd. (collectively, the “Debtors”) filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy
Court.


 


WHEREAS, on June 19, 2006, the Debtors’ Fourth Amended
Joint Plan of Reorganization (the “Plan”) was filed with the Bankruptcy Court,
which Plan, among other things, provides for the execution and delivery of this
Agreement by the Company, the Bond Stockholders and the Other Stockholders.


 


WHEREAS, the Plan further provides that this Agreement
shall be binding on all parties receiving Series AA Preferred Stock of the
Company pursuant to the Plan, regardless of whether such parties execute this
Agreement.


 


WHEREAS, the Debtors, the
creditors and other interest-holders of Pliant (Utah) have approved, and the
Bankruptcy Court has confirmed, the Plan.


 


WHEREAS, the Bankruptcy Court
has entered an order pursuant to Section 1129 of the Bankruptcy Code,
confirming the Plan and authorizing and directing the Company to execute and
deliver this Agreement.


 


NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as set
forth below.


 


Section 1.                                          Definitions.


 


(a)                                  As
used in this Agreement, the following terms shall have the following meanings:


 


“Agreement” has the meaning ascribed to it in the caption.


 


“Bankruptcy
Code” means the United States Bankruptcy Code, 11 U.S.C. §§ et seq.


 


“Bankruptcy Court” means the United States Bankruptcy Court for
the District of Delaware.


 

















 


“Board” means the board of directors of the Company.


 


“Bond Stockholders” means, collectively: (a) all Persons who receive
Series AA Preferred Stock in respect of Class 7 Claims under the Plan,
including the Persons listed on Exhibit A attached hereto and made a
part hereof (as the same may be amended by the Company to reflect any such
Persons not listed thereon on the date hereof); and (b) any Person who is or
becomes a holder of Registrable Shares by transfer of Registrable Shares from a
Bond Stockholder and who becomes a party to this Agreement as a “Bond
Stockholder” by executing a Joinder Agreement acknowledged by the Company, in
each case, only for so long as such Person holds Registrable Shares.


 


“Business Day” means any day except a Saturday, a Sunday or any
other day on which commercial banks are not required by law to be open in New
York, New York.


 


“Commission” means the Securities and Exchange Commission or any
other Governmental Authority at the time administering the Securities Act.


 


“Company” has the meaning ascribed to it in the caption.


 


“Debtors” has the meaning ascribed to it in the recitals.


 


“Demand Registration” has the meaning ascribed to such term in Section
2(a).


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended, or any successor Federal statute then in force, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be
in effect from time to time.


 


“Form S-1,” “Form S-4” or “Form S-8” means Form S-1,
Form S-4 or Form S-8, as appropriate, under the Securities Act or any successor
forms thereto.


 


“Governmental Authority” means any domestic or foreign
government or political subdivision thereof, whether on a Federal, state or
local level and whether executive, legislative or judicial in nature, including
any agency, authority, board, bureau, commission, court, department or other
instrumentality thereof.


 


“Inclusion Request” has the meaning ascribed to such term in Section
2(a).


 


“Information” has the meaning ascribed to such term in Section 3(i).


 


“Initiating Request” has the meaning ascribed to such term in Section
2(a).


 


“Inspectors” has the meaning ascribed to such term in Section 3(i).


 


“Joinder Agreement” means the Joinder Agreement in the form of Exhibit
B attached hereto.


 


“Material Transaction” means any
material transaction in which the Company or any of its Subsidiaries proposes
to engage or is engaged, including a purchase or sale of assets or


 


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securities, financing, merger,
tender offer or any other transaction that would require disclosure pursuant to
the Exchange Act, and with respect to which the Board reasonably has determined
in good faith that compliance with this Agreement would require the Company to
disclose material, non-public, competitive or sensitive information prior to
such time as it would otherwise be required to be disclosed and thereby
materially interfere with the ability of the Company or such Subsidiary to
consummate such transaction.


 


“NASDAQ” means The National Association of Securities Dealers
Automated Quotations System.


 


“NASD” means the National Association of Securities Dealers, Inc.


 


“Other Stockholders” means, collectively: (a) (i) Flexible
Films, LLC, a Delaware limited liability company, (ii) Flexible Films II, LLC,
a Delaware limited liability company, (iii) New York Life Capital Partners,
L.P., (iv) The Northwestern Mutual Life Insurance Company and (v) Wachovia
Capital Partners, LLC; and (b) any Person who (i) becomes a holder of
Registrable Shares by transfer of Registrable Shares from an Other Stockholder
and (ii) becomes a party to this Agreement as an “Other Stockholder” by
executing a Joinder Agreement acknowledged by the Company, in each case, only
for so long as such Person holds Registrable Shares.


 


“Person” shall be construed as broadly as possible and shall
include an individual person, a partnership (including a limited liability
partnership), a corporation, an association, a joint stock company, a limited
liability company, a trust, a joint venture, an unincorporated organization and
a Governmental Authority.


 


“Plan” has the meaning ascribed to such term in the recitals.


 


“Pliant
(Utah)” means Pliant Corporation, a Utah corporation.


 


“Primary Shares” means, at any time, the authorized but unissued
shares of Series AA Preferred Stock or shares of Series AA Preferred Stock held
in the treasury of the Company.


 


“Prospectus” means the prospectus included in any Registration
Statement, including any amendment or prospectus subject to completion, and any
such prospectus as amended or supplemented by any prospectus supplement with
respect to the terms of the offering of any portion of the Registrable Shares
and, in each case, by all other amendments and supplements to such prospectus,
including post-effective amendments, and in each case including all material
incorporated by reference therein.


 


“Records” has the meaning ascribed to it in Section 3(i).


 


“Registrable
Shares” means at any time, the shares of Series AA Preferred Stock held by,
or issuable to, a Stockholder.  Any
particular Registrable Shares shall cease to be Registrable Shares (a) when an
offering of such Registrable Shares has been registered under the Securities
Act, the Registration Statement in connection therewith has been declared
effective and such Registrable Shares have been disposed of pursuant to and in
the manner described in


 


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such
effective Registration Statement or (b) when such Registrable Shares have
ceased to be outstanding.


 


“Registration Request Notice” has the meaning ascribed to it in Section
2(a).


 


“Registration Statement” means any registration statement of the
Company that covers an offering of any of the Registrable Shares, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.


 


“Representative” of a Person shall be construed broadly and
shall include such Person’s partners, members, officers, directors, managers,
investment advisors, employees, agents, advisors, counsel, accountants and
other representatives.


 


“Requisite Bond Stockholders” means, on the date of
determination, those Bond Stockholders who hold in the aggregate more than
fifty percent (50%) of the Registrable Shares held by all of the Bond
Stockholders on such date of determination.


 


“Requisite Other Stockholders” means, on the date of
determination, those Other Stockholders who hold in the aggregate more than
fifty percent (50%) of the Registrable Shares held by all of the Other
Stockholders on such date of determination.


 


“Requisite Stockholders” means, with respect to any Registration
Statement filed or to be filed by the Company pursuant to this Agreement, those
Stockholders who hold in the aggregate more than fifty percent (50%) of the
Registrable Shares held by all of the Stockholders whose shares are offered for
sale or to be offered for sale pursuant to such Registration Statement.


 


“Rule 144” means Rule 144 promulgated under the Securities Act
or any successor rule thereto.


 


“Securities” means “securities” as defined in Section 2(1) of
the Securities Act and includes, with respect to any Person, such Person’s
capital stock or other equity interests or any options, warrants or other
securities that are directly or indirectly convertible into, or exercisable or
exchangeable for, such Person’s capital stock or other equity or equity-linked
interests, including phantom stock and stock appreciation rights.


 


“Securities Act” means the Securities Act of 1933, as amended,
or any successor Federal statute, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect from time
to time.


 


“Series AA Preferred Stock” means the Series AA Redeemable
Preferred Stock of the Company, par value $.01 per share.


 


“Stockholders” means the Bond Stockholders and the Other
Stockholders.


 


“Stockholders’ Counsel” has the meaning ascribed to it in Section
3(b).


 


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“Subsidiary” means, at any time, with respect to any Person (the
“Subject Person”), any other Person of which either (a) fifty percent
(50%) or more of the Securities or other interests entitled to vote in the
election of directors or comparable governance bodies performing similar
functions or (b) an interest of 50% or more in the profits or capital of such
Person, are at the time owned or controlled directly or indirectly by the
Subject Person or through one or more subsidiaries of the Subject Person.


 


(b)                                 The
use in this Agreement of the term “including” means “including, without
limitation.”  The words “herein,” “hereof,”
“hereunder” and other words of similar import refer to this Agreement as a
whole, including the schedules and exhibits, as the same may from time to time
be amended, modified, supplemented or restated, and not to any particular
section, subsection, paragraph, subparagraph or clause contained in this
Agreement.  All references to sections,
schedules and exhibits mean the sections of this Agreement and the schedules
and exhibits attached to this Agreement, except where otherwise stated.  The title of and the section and paragraph
headings in this Agreement are for convenience of reference only and shall not
govern or affect the interpretation of any of the terms or provisions of this
Agreement.  The use herein of the
masculine, feminine or neuter forms shall also denote the other forms, as in
each case the context may require.  Where
specific language is used to clarify by example a general statement contained
herein, such specific language shall not be deemed to modify, limit or restrict
in any manner the construction of the general statement to which it
relates.  The language used in this
Agreement has been chosen by the parties to express their mutual intent, and no
rule of strict construction shall be applied against any party.  Unless expressly provided otherwise, the
measure of a period of one month or year for purposes of this Agreement shall
be that date of the following month or year corresponding to the starting date,
provided that if no corresponding date exists, the measure shall be that date
of the following month or year corresponding to the next day following the
starting date.  For example, one month
following February 18 is March 18, and one month following March 31 is May 1.


 


Section 2.                                          Required
Registration.


 


(a)                                  If,
at any time following the nine-month anniversary of the date hereof and prior
to the second anniversary of the date hereof, the Company shall be requested in
writing (an “Initiating Request”) by the Requisite Bond Stockholders to
effect the registration under the Securities Act of an underwritten offering of
Registrable Shares (a “Demand Registration”), then the Company shall,
subject to Sections 2.1(c) and (d) below, promptly use its reasonable best
efforts to effect a registration under the Securities Act of an offering of all
the Registrable Shares that the Company has been requested pursuant to such
Initiating Request and in any Inclusion Request (as hereinafter defined) to
register for sale in accordance with this Section 2.1(a) and with the method of
distribution specified in the Initiating Request.  The Company shall promptly give written
notice to all Stockholders (a “Registration Request Notice”) of the
Company’s requirement to register such offering.  The Stockholders shall have thirty (30) days
after delivery of a Registration Request Notice to deliver to the Company a
request in writing (an “Inclusion Request”) that the Company include in
such registration the number of Registrable Shares of all Stockholders so
specified in the Inclusion Request.


 


(b)                                 Anything
contained in Section 2.1(a) to the contrary notwithstanding, the Company may
delay the filing or effectiveness of any Registration Statement for a period of
up


 


5

















 


to 120 days after the date that the Requisite Bond Stockholders make an
Initiating Request, if at the time of such Initiating Request: (i) any other
registration statement (other than on Form S-4 or Form S-8) pursuant to which
shares of Series AA Preferred Stock are to be or were offered and sold has been
filed and not withdrawn or has been declared effective within the prior ninety
(90) days; or (ii) the Board determines in good faith that (A) it is in
possession of material, non-public information concerning pending or threatened
litigation and disclosure of such information would jeopardize such litigation
or otherwise materially harm the Company or (B) a Material Transaction that has
not been publicly disclosed is reasonably likely to occur.


 


(c)                                  The
Company may not include any Securities other than Registrable Shares and
Primary Shares in any Demand Registration without the consent of the Requisite
Stockholders; provided, however, that if the managing underwriter
advises the Company that the inclusion of all Registrable Shares and Primary
Shares proposed to be included in such registration would materially adversely
affect the offering and sale (including pricing) of all such Securities, then
the number of Registrable Shares and Primary Shares proposed to be included in
such registration shall be included in the following order:


 


(i)                                     first,
the Registrable Shares owned by the Stockholders, pro rata based upon the
number of Registrable Shares owned by each such Stockholder at the time of such
registration; and


 


(ii)                                  second,
the Primary Shares.


 


(d)                                 Notwithstanding
anything contained herein to the contrary, the Company shall not be required to
effect more than one (1) registration of an offering of Registrable Shares on
Form S-1 pursuant to Section 2(a).


 


(e)                                  The
Requisite Stockholders shall select the managing underwriter or underwriters to
administer the offering, which managing underwriters shall be a firm of
nationally recognized standing.


 


(f)                                    Any
Stockholder initiating or requesting the inclusion of Registrable Shares in a
Demand Registration may, by written notice to the Company delivered prior to
the effectiveness of the Registration Statement, withdraw its request to have
its Registrable Shares included in such Demand Registration.  In the event that either: (i) the conditions
to closing specified in an underwriting agreement to which the Company is a
party with respect to a Demand Registration are not satisfied or waived; or (ii)
any Registration Statement filed pursuant to this Section 2 is not declared
effective for any reason, then in each such case such withdrawn registration
shall not be deemed a Demand Registration for purposes of this Section 2.


 


(g)                                 The
Requisite Bond Stockholders shall have the right to terminate or withdraw any
registration initiated pursuant to this Section 2 by written notice to the
Company delivered prior to the effectiveness of such Registration Statement and
such withdrawn registration shall not be deemed a Demand Registration for
purposes of this Section 2 if the Bond Stockholders within 30 days after the
delivery of such written notice fully reimburse the


 


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Company for all costs, fees and expenses incurred by the Company (including
legal fees) in connection with such withdrawn registration.


 


Section 3.                                          Preparation
and Filing.


 


If and whenever the Company is under an obligation pursuant to the
provisions of this Agreement to use its reasonable best efforts to effect the
registration of an offering and sale of any Registrable Shares, the Company
shall, as expeditiously as practicable:


 


(a)                                  use
its reasonable best efforts to cause a Registration Statement that registers
such offering of Registrable Shares to become and remain effective for a period
of 120 days or until all of such Registrable Shares have been disposed of (if
earlier);


 


(b)                                 furnish,
at least five (5) Business Days before filing a Registration Statement that
registers such Registrable Shares, a draft Prospectus relating thereto and any
amendments or supplements relating to such Registration Statement or
Prospectus, to one counsel (the “Stockholders’ Counsel”) selected by the
Requisite Stockholders, copies of all such documents proposed to be filed (it
being understood that such five (5) Business Day period need not apply to
successive drafts of the same document proposed to be filed so long as such
successive drafts are supplied to such counsel in advance of the proposed
filing by a period of time that is customary and reasonable under the circumstances),
and shall reflect in each such document, when so filed with the Commission,
such comments as the Stockholders whose Registrable Shares are to be covered by
such Registration Statement may reasonably propose;


 


(c)                                  prepare
and file with the Commission such amendments and supplements to such
Registration Statement and the Prospectus used in connection therewith as may
be necessary to keep such Registration Statement effective for a period of at
least 120 days or until all of such Registrable Shares have been disposed of
(if earlier) and to comply with the provisions of the Securities Act with
respect to the offering and sale or other disposition of such Registrable
Shares;


 


(d)                                 notify
the Stockholders’ Counsel promptly in writing of (i) any comments by the
Commission with respect to such Registration Statement or Prospectus, or any
request by the Commission for the amending or supplementing thereof or for
additional information with respect thereto; (ii) the issuance by the
Commission of any stop order suspending the effectiveness of such Registration
Statement or Prospectus or any amendment or supplement thereto or the
initiation of any proceedings for that purpose; and (iii) the receipt by the
Company of any notification with respect to the suspension of the qualification
of such Registrable Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purposes;


 


(e)                                  use
its reasonable best efforts to register or qualify such Registrable Shares
under such other securities or “blue sky” laws of such jurisdictions as any
seller of Registrable Shares reasonably requests and do any and all other acts
and things that may reasonably be necessary or advisable to enable such seller
of Registrable Shares to consummate the disposition in such jurisdictions of
the Registrable Shares owned by such seller; provided, however,
that the Company will not be required to qualify generally to do business,
subject itself


 


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to general taxation or consent to general service of
process in any jurisdiction where it would not otherwise be required to do so
but for this Section 3(e);


 


(f)                                    furnish
to each seller of such Registrable Shares such number of copies of a summary
Prospectus or other Prospectus, including a preliminary Prospectus, in
conformity with the requirements of the Securities Act, and such other
documents as such seller of Registrable Shares may reasonably request in order
to facilitate the public offering and sale or other disposition of such
Registrable Shares;


 


(g)                                 use
its reasonable best efforts to cause such offering and sale of Registrable
Shares to be registered with or approved by such other governmental agencies or
authorities as may be necessary by virtue of the business and operations of the
Company to enable the seller or sellers thereof to consummate the disposition
of such Registrable Shares;


 


(h)                                 promptly
notify on a timely basis each seller of such Registrable Shares at any time
when a Prospectus relating to such Registrable Shares is required to be
delivered under the Securities Act of the happening of any event as a result of
which the Prospectus included in such Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing and, at the request
of such seller, prepare and furnish to such seller a reasonable number of
copies of a supplement to or an amendment of such Prospectus as may be
necessary so that, as thereafter delivered to the offerees of such shares, such
Prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;


 


(i)                                     make
available for inspection by any seller of such Registrable Shares, any
underwriter participating in any disposition pursuant to such Registration
Statement and any attorney, accountant or other agent retained by any such
seller or underwriter (collectively, the “Inspectors”), all pertinent
financial, business and other records, pertinent corporate documents and
properties of the Company (collectively, the “Records”), as shall
reasonably be necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to
supply all information (together with the Records, the “Information”)
reasonably requested by any such Inspector in connection with such Registration
Statement (and any of the Information that the Company determines in good faith
to be confidential, and of which determination the Inspectors are so notified,
shall not be disclosed by the Inspectors unless (i) the disclosure of such
Information is necessary to avoid or correct a misstatement or omission in the
Registration Statement; (ii) the release of such Information is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction or
is otherwise required by law; (iii) such Information has been made generally
available to the public; or (iv) the seller of Registrable Shares agrees that
it will, upon learning that disclosure of such Information is sought in a court
of competent jurisdiction, give notice to the Company and allow the Company, at
the Company’s expense, to undertake appropriate action to prevent disclosure of
the Information deemed confidential);


 


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(j)                                     use
its reasonable best efforts to obtain from its independent certified public
accountants a “cold comfort” letter in customary form and covering such matters
of the type customarily covered by cold comfort letters;


 


(k)                                  use
its reasonable best efforts to obtain, from its counsel, an opinion or opinions
in customary form and covering such matters of the type customarily covered by
such opinions (which shall also be addressed to the Stockholders selling
Registrable Shares in such registration);


 


(l)                                     provide
and maintain a transfer agent and registrar (which may be the same entity and
which may be the Company) for such Registrable Shares;


 


(m)                               issue
to any underwriter to which any seller of Registrable Shares may sell shares in
such offering certificates evidencing such Registrable Shares;


 


(n)                                 list
such Registrable Shares on any national securities exchange on which any shares
of the Series AA Preferred Stock are listed or, if the Series AA Preferred
Stock is not listed on a national securities exchange, take all reasonable
action required to qualify such Registrable Shares for quotation on the NASDAQ
OTC Bulletin Board Service;


 


(o)                                 otherwise
comply with all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably practicable but not
later than eighteen (18) months after the effective date, earnings statements
(which need not be audited) covering a period of twelve (12) months beginning
within three (3) months after the effective date of the Registration Statement,
which earnings statements shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;


 


(p)                                 use
its reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of a Registration Statement, or the lifting of any suspension
or exemption from qualification of any of the Registrable Shares for sale in
any jurisdiction as soon as is practicable;


 


(q)                                 use
its reasonable best efforts to take all other steps necessary to effect the
registration of such Registrable Shares contemplated hereby; and


 


(r)                                    cause
officers or key employees of the Company, as applicable, to participate in any “road
show” or “road shows” reasonably requested by the managing underwriter.


 


Section 4.                                          Expenses.


 


All expenses incident to the Company’s performance of or compliance
with Sections 2 and 3, including without limitation (a) all registration and
filing fees, and any other fees and expenses associated with filings required
to be made with any stock exchange and the Commission (including, if
applicable, the fees and expenses of any “qualified independent underwriter”
and its counsel as may be required by the rules and regulations of the NASD); (b)
all fees and expenses of compliance with state securities or “blue sky” laws
(including fees and disbursements of counsel for the underwriters or
Stockholders in connection with “blue sky”


 


9

















 


qualifications of the Registrable Shares and
determination of their eligibility for investment under the laws of such
jurisdictions as the managing underwriters may designate); (c) all printing and
related messenger and delivery expenses (including expenses of printing
certificates for the Registrable Shares in a form eligible for deposit with The
Depository Trust Company) and of printing prospectuses, all fees and
disbursements of counsel for the Company and of all independent certified
public accountants of the issuer (including the expenses of any special audit
and “cold comfort” letters required by or incident to such performance); (d) Securities
Act liability insurance if the Company so desires or the underwriters so
require; (e) all fees and expenses incurred in connection with the listing of
the Registrable Shares on any securities exchange and all rating agency fees; (f)
all reasonable fees and disbursements of the Stockholders’ Counsel to represent
such Stockholders in connection with such registration; (g) all fees and
disbursements of underwriters customarily paid by the issuer or sellers of
Securities, excluding underwriting discounts and commissions and transfer
taxes, if any, and fees and disbursements of counsel to underwriters; and (h) fees
and expenses of other Persons retained by the Company, will be borne by the
Company, regardless of whether the Registration Statement becomes
effective.  In addition, the Company
will, in any event, pay its internal expenses (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any audit and the fees and expenses of any
Person, including special experts, retained by the Company.


 


Section 5.                                          Indemnification.


 


(a)                                  In
connection with any registration of any offering and sale of Registrable Shares
under the Securities Act pursuant to this Agreement, the Company shall
indemnify and hold harmless the seller of such Registrable Shares, each
underwriter, broker or any other Person acting on behalf of such seller, each
other Person, if any, who controls any of the foregoing Persons within the
meaning of the Securities Act and each Representative of any of the foregoing
Persons, against any losses, claims, damages or liabilities, joint or several,
to which any of the foregoing Persons may become subject, whether commenced or
threatened, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement under which such Registrable
Shares were registered, any preliminary Prospectus or final Prospectus
contained therein, any amendment or supplement thereto or any document incident
to registration or qualification of any offering and sale of any Registrable
Shares, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading or, with respect to any Prospectus,
necessary to make the statements therein in light of the circumstances under
which they were made not misleading, or any violation by the Company of the
Securities Act or state securities or “blue sky” laws applicable to the Company
and relating to action or inaction required of the Company in connection with
such registration or qualification under such state securities or “blue sky”
laws, and the Company shall promptly reimburse such seller, underwriter,
broker, controlling Person or Representative for any legal or other expenses
incurred by any of them in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are incurred; provided,
however, that the Company shall not be liable to any such Person to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in said Registration Statement,


 


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preliminary Prospectus, amendment thereto, or any
document incident to registration or qualification of any Registrable Shares in
reliance upon and in conformity with written information furnished to the
Company through an instrument duly executed by such Person, or a Person duly
acting on their behalf, specifically for use in the preparation thereof; provided,
further, however, that the foregoing indemnity agreement is
subject to the condition that, insofar as it relates to any untrue statement or
allegedly untrue statement in, or omission or alleged omission made in any
preliminary Prospectus but eliminated or remedied in the final Prospectus
(filed pursuant to Rule 424 of the Securities Act), such indemnity agreement
shall not inure to the benefit of any indemnified party from whom the Person
asserting any loss, claim, damage, liability or expense purchased the
Registrable Shares which are the subject thereof, if a copy of such final
Prospectus had been timely made available to such indemnified party and such
final Prospectus was not delivered to such Person with or prior to the written
confirmation of the sale of such Registrable Shares to such Person.


 


(b)                                 In
connection with any registration of an offering and sale of Registrable Shares
under the Securities Act pursuant to this Agreement, each seller of Registrable
Shares shall indemnify and hold harmless (in the same manner and to the same
extent as set forth in Section 5(a)) the Company, each underwriter or broker
involved in such offering, each other seller of Registrable Shares under such
Registration Statement, each Person who controls any of the foregoing Persons
within the meaning of the Securities Act and any Representative of the
foregoing Persons with respect to any untrue statement or allegedly untrue
statement in or omission or alleged omission from such Registration Statement,
any preliminary Prospectus or final Prospectus contained therein, any amendment
or supplement thereto or any document incident to registration or qualification
of any such offering and sale of Registrable Shares, if such statement or
omission was made in reliance upon and in conformity with written information
furnished to the Company or such underwriter through an instrument duly
executed by such seller or a Person duly acting on such Seller’s behalf
specifically for use in connection with the preparation of such Registration
Statement, preliminary Prospectus, final Prospectus, amendment or supplement; provided,
however, that the maximum amount of liability in respect of such
indemnification shall be limited, in the case of each seller of Registrable
Shares, to an amount equal to the net proceeds actually received by such seller
from the sale of Registrable Shares effected pursuant to such registration.


 


(c)                                  Promptly
after receipt by an indemnified party of notice of the commencement of any
action involving a claim referred to in the preceding paragraphs of this Section
5, such indemnified party will, if a claim in respect thereof is made against
an indemnifying party, give written notice to the latter of the commencement of
such action (provided, however, that an indemnified party’s
failure to give such notice in a timely manner shall only relieve the
indemnification obligations of an indemnifying party to the extent such
indemnifying party is materially prejudiced by such failure).  In case any such action is brought against an
indemnified party, the indemnifying party will be entitled to participate in
and to assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election to assume the defense thereof,
the indemnifying party shall not be responsible for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof; provided, however, that if any indemnified party shall
have reasonably concluded that there may be one or


 


11

















 


more legal or equitable defenses available to such
indemnified party which are in addition to or in conflict with those available
to the indemnifying party, or that such claim or litigation involves or could
have an effect upon matters beyond the scope of the indemnity agreement
provided in this Section 5, the indemnifying party shall not have the right to
assume the defense of such action on behalf of such indemnified party and such
indemnifying party shall reimburse such indemnified party and any Person
controlling such indemnified party for that portion of the fees and expenses of
any one lead counsel (plus appropriate special and local counsel)
retained by the indemnified party that are reasonably related to the matters
covered by the indemnity agreement provided in this Section 5.


 


(d)                                 If
the indemnification provided for in this Section 5 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect
to any loss, claim, damage or liability referred to herein, then the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amounts paid or payable by such indemnified party as a
result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other hand in connection with the
statements or omissions that resulted in such loss, claim, damage or liability
as well as any other relevant equitable considerations; provided, however,
that the maximum amount of liability in respect of such contribution shall be
limited, in the case of each seller of Registrable Shares, to an amount equal
to the net proceeds actually received by such seller from the sale of
Registrable Shares effected pursuant to such registration.  The relative fault of the indemnifying party
and of the indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  No Person
guilty of fraud shall be entitled to indemnification or contribution hereunder.


 


(e)                                  The
indemnification and contribution provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on behalf
of the indemnified party and will survive the transfer of Registrable Shares.


 


Section 6.                                          Underwriting
Agreement.


 


(a)                                  If
requested by the managing underwriters in connection with a request for a
Demand Registration under Section 2, the Company shall enter into a firm
commitment underwriting agreement with such underwriters, such agreement to be
reasonably satisfactory in substance and form to the Company, the Requisite
Stockholders and the underwriters, and to contain such representations,
warranties and undertakings (including undertakings with respect to holdback
periods) by the Company and such other terms as are customary in agreements of
that type, including, without limitation, indemnification and contribution to
the effect and to the extent provided in Section 5.


 


(b)                                 No
Stockholder may participate in any registration hereunder unless such
Stockholder agrees (i) to sell such Stockholder’s Registrable Shares proposed
to be included therein on the basis provided in any underwriting arrangements
acceptable to the Company and the Requisite Stockholders and (ii) as
expeditiously as possible, to notify the Company of the


 


12

















 


occurrence of any event concerning such Stockholder as
a result of which the Prospectus relating to such registration contains an
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.


 


Section 7.                                          Information
by Holder.


 


Each holder of Registrable Shares to be included in any registration
shall furnish to the Company and the managing underwriter such written
information regarding such holder and the distribution proposed by such holder
as the Company or the managing underwriter may reasonably request in writing
and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement.


 


Section 8.                                          Public
Market for Series AA Preferred Stock.


 


The Company shall take all actions necessary to permit the Series AA
Preferred Stock to be eligible for quotation, and use commercially reasonable
and lawful efforts to encourage at least two market makers to quote the Series AA
Preferred Stock, in the NASDAQ OTC Bulletin Board Service, in each case as soon
as practicable after the date of this Agreement.


 


Section 9.                                          Termination.


 


This Agreement shall terminate and be of no further force or effect
when there shall not be any Registrable Shares outstanding; provided, however,
that Sections 4 and 5 shall survive the termination of this Agreement.


 


Section 10.                                   Successors
and Assigns.


 


(a)                                  This
Agreement shall bind and inure to the benefit of the Company and the
Stockholders and, subject to Section 10(b), their respective successors and
permitted assigns.  The Company may not
assign its rights or obligations hereunder without the prior written consent of
the Requisite Bond Stockholders and the Requisite Other Stockholders.


 


(b)                                 Each
Stockholder may assign its rights hereunder to any Person acquiring Registrable
Shares; provided, however, that such Person shall, as a condition
to the effectiveness of such assignment, be required to execute a Joinder
Agreement agreeing to be treated as a Stockholder hereunder, as applicable,
whereupon such purchaser shall have the benefits of, and shall be subject to
the restrictions contained in, this Agreement.


 


Section 11.                                   Notices.


 


All notices, amendments, waivers or other
communications pursuant to this Agreement shall be in writing and shall be
deemed to have been duly given if personally delivered, telecopied, sent by
nationally recognized overnight courier or mailed by registered or certified
mail with postage prepaid, return receipt requested, to the parties hereto at
the following addresses (or at such other address for a party as shall be
specified by like notice):


 


13

















 


(a)                                  if
to the Company, to:


 


Pliant
Corporation


1475 Woodfield Road, Suite 700


Schaumburg, Illinois  60173


Attention: President


Facsimile: 
(847) 969-3338


Telephone: (847) 969-3330


 


with copies to:


 


Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attention: Larry J. Nyhan, Esq.


John R. Box, Esq.


Facsimile: (312) 853-7036

Telephone: (312) 853-7425; and


 


O’Melveny & Myers LLP

Times Square Tower

7 Times Square

New York, New York 10036

Attn: Ilan S. Nissan, Esq.

Facsimile:  212-326-2061

Telephone: 212-408-2443


 


(b)                                 if
to any Stockholder, as set forth on Annex I hereto.


 


Any such notice or communication shall be deemed to have been given and
received (a) when delivered, if personally delivered; (b) when sent, if sent by
telecopy on a Business Day (or, if not sent on a Business Day, on the next
Business Day after the date sent by telecopy); (c) on the next Business Day
after dispatch, if sent by nationally recognized overnight courier guaranteeing
next Business Day delivery; and (d) on the fifth Business Day following the
date on which the piece of mail containing such communication is posted, if
sent by mail.


 


Section 12.                                   Modifications;
Amendments; Waivers.


 


The terms and provisions of this Agreement may not be amended, modified
or waived except pursuant to a writing signed by the Company, the Requisite
Bond Stockholders and the Requisite Other Stockholders; provided, however,
that any amendment, modification or waiver that discriminates against any
Stockholder or treats any Stockholder in a manner materially adversely
different from the treatment afforded to other such Stockholders in this
Agreement as of the date hereof shall not be effective as to such Stockholder
without his, her or its prior written consent.


 


14

















 


Section 13.                                   Severability.


 


It is the desire and intent of the parties that the provisions of this
Agreement be enforced to the fullest extent permissible under the law and
public policies applied in each jurisdiction in which enforcement is
sought.  Accordingly, if any provision of
this Agreement would be held in any jurisdiction to be invalid, prohibited or
unenforceable for any reason, such provision, as to such jurisdiction, shall be
ineffective, without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any other
jurisdiction.  Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of
such provision in any other jurisdiction.


 


Section 14.                                   Counterparts
and Facsimile Execution.


 


This Agreement 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 each of the parties and
delivered (by facsimile or otherwise) to the other parties, it being understood
that all parties need not sign the same counterpart.  Any counterpart or other signature hereupon
delivered by facsimile shall be deemed for all purposes as constituting good
and valid execution and delivery of this Agreement by such party.


 


Section 15.                                   Governing
Law; Choice or Jurisdiction and Venue.


 


THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE DOMESTIC LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF
LAWS OR PRINCIPLES THEREOF THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE. 
WITH RESPECT TO ANY LAWSUIT OR PROCEEDING ARISING OUT OF OR BROUGHT WITH
RESPECT TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, EACH OF THE
PARTIES HERETO IRREVOCABLY (a) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
UNITED STATES FEDERAL AND DELAWARE STATE COURTS LOCATED IN THE COUNTY OF NEW
CASTLE IN THE STATE OF DELAWARE; (b) WAIVES ANY OBJECTION IT MAY HAVE AT ANY
TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT; (c) WAIVES
ANY CLAIM THAT SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; AND (d)
FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH
COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY.


 


Section 16.                                   Waiver
of Jury Trial.


 


EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL
BY JURY OF ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED UPON OR ARISING OUT OF
THIS AGREEMENT OR ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE
SUBJECT MATTER HEREOF.  EACH OF THE
PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND THAT
MIGHT, BUT FOR THIS WAIVER, BE REQUIRED


 


15

















 


OF THE OTHER PARTY.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW AND STATUTORY CLAIMS.  EACH OF
THE PARTIES HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO
ENTER INTO THIS AGREEMENT.  EACH OF THE
PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED OR HAD THE
OPPORTUNITY TO REVIEW THIS WAIVER WITH ITS RESPECTIVE LEGAL COUNSEL, AND THAT
IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH SUCH LEGAL COUNSEL.  IN
THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.


 


Section 17.                                   Entire
Agreement.


 


This Agreement and the other documents, certificates, instruments,
writings and agreements referred to herein or delivered pursuant hereto contain
the entire understanding of the parties with respect to the subject matter
hereof and supersede in their entirety any and all prior agreements and
understandings between the parties hereto with respect to subject matter
hereof, all of which are hereby terminated in their entirety and of no further
force or effect.


 


Section 18.                                   Headings.


 


The section headings in this Agreement are
for convenience only and shall not control or affect the meaning of any
provision of this Agreement.


 


*******


 


16

















 


IN WITNESS WHEREOF,
the undersigned have duly executed this Registration Rights Agreement as of the
date first written above.


 


 


	
   

  	
  PLIANT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold C. Bevis

  	
   

  
	
   

  	
   

  	
  Name: Harold C. Bevis

  
	
   

  	
   

  	
  Title: President and Chief Executive
  Officer

  



 

















 


	
   

  	
  [BOND
  STOCKHOLDERS]

  	
   

  
	
   

  	
   

  
	
   

  	
  By: [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
							



 

















 


	
   

  	
  FLEXIBLE
  FILMS, LLC

  	
   

  
	
   

  	
  FLEXIBLE
  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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
										



 

















 


	
   

  	
  NEW YORK
  LIFE CAPITAL PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NYLCAP Manager LLC,

  
	
   

  	
   

  	
  its Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  NORTHWESTERN MUTUAL LIFE 

  INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA
  CAPITAL PARTNERS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


[OTHERS]


 

















 


Annex I


 


Notice
Provisions


 


[Bond Stockholders]


[                                ]

[                                ]

Attention: [              ]

Facsimile:  [              ]


Telephone: [              ]


 


with a copy to:


 


[                                ]

[                                ]

[                                ]

[                                ]

Attention: [                                ]

Facsimile:  [                                ]


Telephone: [                                ]


 


Flexible Films, LLC


Flexible Films II, LLC


Southwest Industrial Films, LLC


Southwest Industrial Films II, LLC


c/o J.P. Morgan Partners, LLC


1221 Avenue of the Americas


New York, New York  10020


Attention: Timothy Walsh


Facsimile:  (2120 899-3755


Telephone: (212) 899-3400


 


with a copy to:


 


O’Melveny & Myers LLP


Times Square Tower


7 Times Square


New York, New York 10036


Attn: Ilan S. Nissan, Esq.


Facsimile:  (212) 326-2061


Telephone: (212) 408-2443


 


New York Life Capital Partners, L.P.


c/o [                   ]


[Address]


[City, State Zip]


Attention:  [                   ]


Facsimile:  [                   ]


Telephone: [                   ]


 

















 


The Northwestern Mutual Life Insurance Company

c/o [                   ]


[Address]


[City, State Zip]


Attention:  [                   ]


Facsimile:  [                   ]


Telephone: [                   ]


 


Wachovia Capital Partners, LLC

c/o [                   ]


[Address]


[City, State Zip]


Attention:  [                   ]


Facsimile:  [                   ]


Telephone: [                   ]


 

















 


Exhibit A


 


Bond
Stockholders


 

















 


Exhibit B


 


JOINDER
AGREEMENT


 


The undersigned is executing and delivering
this Joinder Agreement pursuant to the Registration Rights Agreement dated as
of July 18, 2006 (as amended, modified, supplemented or restated from time to
time, the “Registration Rights Agreement”), among Pliant Corporation, a
Delaware corporation (the “Company”), and certain of its stockholders
signatory thereto.


 


By executing and delivering this Joinder
Agreement to the Company, the undersigned hereby agrees to become a party to,
to be bound by, and to comply with the provisions of the Registration Rights
Agreement in the same manner as if the undersigned were an original signatory
to such agreement.


 


The undersigned agrees that the undersigned
shall be [a] [an] [Bond Stockholder] [Other Stockholder], as such term[s] [is]
[are] defined in the Registration Rights Agreement.(1)


 


Accordingly, the undersigned has executed and
delivered this Registration Rights Agreement Joinder as of [                  ].


 


 


	
   

  	
   

  
	
   

  	
  Signature of Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name of Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Facsimile

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone

  



 






(1)  Type of Stockholder shall be the same as the
transferor of the transferred Securities. 
A Stockholder cannot be classified into more than one type of
Stockholder simultaneously (e.g., 
a Stockholder cannot simultaneously be an Other Stockholder and a Bond
Stockholder).


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  DEFINITIONS

  	
  1

  
	
  SECTION 2.

  	
  REQUIRED REGISTRATION

  	
  5

  
	
  SECTION 3.

  	
  PREPARATION AND FILING

  	
  7

  
	
  SECTION 4.

  	
  EXPENSES

  	
  9

  
	
  SECTION 5.

  	
  INDEMNIFICATION

  	
  10

  
	
  SECTION 6.

  	
  UNDERWRITING AGREEMENT

  	
  12

  
	
  SECTION 7.

  	
  INFORMATION BY HOLDER

  	
  13

  
	
  SECTION 8.

  	
  PUBLIC MARKET FOR SERIES AA
  PREFERRED STOCK

  	
  13

  
	
  SECTION 9.

  	
  TERMINATION

  	
  13

  
	
  SECTION 10.

  	
  SUCCESSORS AND ASSIGNS

  	
  13

  
	
  SECTION 11.

  	
  NOTICES

  	
  13

  
	
  SECTION 12.

  	
  MODIFICATIONS; AMENDMENTS;
  WAIVERS

  	
  14

  
	
  SECTION 13.

  	
  SEVERABILITY

  	
  15

  
	
  SECTION 14.

  	
  COUNTERPARTS AND FACSIMILE
  EXECUTION.

  	
  15

  
	
  SECTION 15.

  	
  GOVERNING LAW; CHOICE OR
  JURISDICTION AND VENUE

  	
  15

  
	
  SECTION 16.

  	
  WAIVER OF JURY TRIAL

  	
  15

  
	
  SECTION 17.

  	
  ENTIRE AGREEMENT

  	
  16

  
	
  SECTION 18.

  	
  HEADINGS

  	
  16

  



 



















 





 


 


PLIANT
CORPORATION


 


 


REGISTRATION
RIGHTS AGREEMENT


 


 


JULY 18,
2006