OF A ULC FOR THE PURPOSES OF THE COMPANIES ACT (NOVA
SCOTIA) UNTIL SUCH TIME AS NOTICE IS GIVEN TO UNIPLAST HOLDINGS INC. AND FURTHER
STEPS ARE TAKEN THEREUNDER SO AS TO REGISTER THE COLLATERAL
16
Agent , any Secured Party or any other Person as holder of shares of the ULC. To
the extent any provision hereof would have the effect of constituting the
Collateral Agent or any Secured Party as a member of any ULC prior to such time,
such provision shall be severed herefrom and ineffective with respect to
Collateral which are shares of a ULC without otherwise invalidating or rendering
unenforceable this Agreement or invalidating or rendering unenforceable such
provision insofar as it relates to Collateral which are not shares of a ULC.
SECTION 27.
REAFFIRMATION OF PLEDGOR OBLIGATIONS. THIS AGREEMENT
CONSTITUTES AN AMENDMENT AND RESTATEMENT OF THE PRIOR PLEDGE AGREEMENT. EACH OF
THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT THE OBLIGATIONS REPRESENT, AMONG
OTHER THINGS, THE AMENDMENT, RESTATEMENT, RENEWAL, EXTENSION, CONSOLIDATION AND
MODIFICATION OF THE OBLIGATIONS OF PLEDGORS UNDER THE PRIOR PLEDGE AGREEMENT.
EACH OF THE PARTIES HERETO FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT
SUPERCEDES AND REPLACES THE PRIOR PLEDGE AGREEMENT BUT DOES NOT EXTINGUISH THE
OBLIGATIONS THEREUNDER AND THAT BY ENTERING INTO AND PERFORMING ITS OBLIGATIONS
HEREUNDER, THIS TRANSACTION SHALL NOT CONSTITUTE A NOVATION. EACH OF THE PARTIES
HERETO FURTHER ACKNOWLEDGES AND AGREES THAT THE PLEDGE GRANTED TO THE PRIOR
ADMINISTRATIVE AGENT FOR THE BENEFIT OF ITSELF AND THE PARTIES ENTITLED TO
BENEFITS OF THE PRIOR PLEDGE AGREEMENT (INCLUDING, WITHOUT LIMITATION, EACH
LENDER, THE ISSUING BANK OR ANY AGENT PARTY TO THE PRIOR CREDIT AGREEMENT, AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) SHALL REMAIN OUTSTANDING AND IN FULL
FORCE AND EFFECT IN ACCORDANCE WITH THE TERMS HEREOF AND THE OTHER LOAN
DOCUMENTS AND SHALL CONTINUE TO SECURE THE OBLIGATIONS WITHOUT INTERRUPTION OR
IMPAIRMENT OF ANY KIND AND ALL SUCH SECURITY INTERESTS ARE HEREBY RATIFIED,
CONFIRMED AND CONTINUED.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
PLEDGORS:
PLIANT CORPORATION
By:
Name:
Title:
PLIANT SOLUTIONS CORPORATION
By:
Name:
Title:
PLIANT CORPORATION INTERNATIONAL
By:
Name:
Title:
PLIANT FILM PRODUCTS OF MEXICO,
INC.
By:
Name:
Title:
PLIANT PACKAGING OF CANADA, LLC
By:
Name:
Title:
AMENDED AND RESTATED DOMESTIC PLEDGE AGREEMENT
UNIPLAST HOLDINGS, INC.
By:
Name:
Title:
UNIPLAST U.S., INC.
By:
Name:
Title:
COLLATERAL AGENT:
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
Name:
Title:
Schedule I to the
Amended and Restated Domestic Pledge Agreement
SUBSIDIARY PLEDGORS
Name
Address
Pliant Corporation
1475 Woodfield Road, Suite 700
Schaumburg, Illinois 60173
Pliant Solutions Corporation
1475 Woodfield Road, Suite 700
Schaumburg, Illinois 60173
Pliant Corporation International
1475 Woodfield Road, Suite 700
Schaumburg, Illinois 60173
Pliant Film Products of Mexico, Inc.
1475 Woodfield Road, Suite 700
Schaumburg, Illinois 60173
Pliant Packaging of Canada, LLC
1475 Woodfield Road, Suite 700
Schaumburg, Illinois 60173
Uniplast Holdings, Inc.
1475 Woodfield Road, Suite 700
Schaumburg, Illinois 60173