all Collateral which is comprised of
shares of the Canadian Subsidiary Borrower or any other
15
PERSON WHOSE SECURITIES ARE THE SUBJECT HEREOF AND WHICH IS AN UNLIMITED
LIABILITY COMPANY (A "ULC") AND WILL REMAIN SO UNTIL SUCH TIME AS SUCH SHARES
ARE EFFECTIVELY TRANSFERRED INTO THE NAME OF THE COLLATERAL AGENT, ANY OTHER
SECURED PARTY OR ANY OTHER PERSON ON THE BOOKS AND RECORDS OF SUCH ULC.
ACCORDINGLY UNIPLAST HOLDINGS INC. SHALL BE ENTITLED TO RECEIVE AND RETAIN FOR
ITS OWN ACCOUNT ANY DIVIDEND ON OR OTHER DISTRIBUTION, IF ANY, IN RESPECT OF
SUCH COLLATERAL (EXCEPT INSOFAR AS UNIPLAST HOLDINGS INC. HAS GRANTED A SECURITY
INTEREST THEREIN) AND SHALL HAVE THE RIGHT TO VOTE SUCH COLLATERAL AND TO
CONTROL THE DIRECTION, MANAGEMENT AND POLICIES OF THE CANADIAN SUBSIDIARY
BORROWER TO THE SAME EXTENT AS UNIPLAST HOLDINGS INC. WOULD IF SUCH COLLATERAL
WERE NOT PLEDGED TO THE COLLATERAL AGENT (FOR ITS OWN BENEFIT AND FOR THE
BENEFIT OF THE SECURED PARTIES) PURSUANT HERETO.
NOTHING IN THIS AGREEMENT OR
ANY OTHER DOCUMENT OR AGREEMENT AMONG ALL OR SOME OF THE PARTIES HERETO IS
INTENDED TO, AND NOTHING IN THIS AGREEMENT OR ANY OTHER DOCUMENT OR AGREEMENT
AMONG ALL OR SOME OF THE PARTIES HERETO SHALL, CONSTITUTE THE COLLATERAL AGENT,
ANY SECURED PARTY OR ANY PERSON OTHER THAN UNIPLAST HOLDINGS INC. A MEMBER 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 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.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
PLIANT CORPORATION,
by
Name: Brian E. Johnson
Title:
Executive Vice-President
THE SUBSIDIARY PLEDGORS LISTED ON
SCHEDULE I HERETO
By
Name:
Brian E. Johnson
Vice-President
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Collateral Agent,
By
Name:
Title:
17
Schedule I to the
Domestic Pledge Agreement
SUBSIDIARY PLEDGORS
Name
Address
Schedule II to the
Domestic Pledge Agreement
CAPITAL STOCK
Issuer
Number of
Certificate
Registered
Owner
Number and
Class of
Shares
Percentage
of Shares
DEBT SECURITIES
Issuer
Principal
Amount
Date of Note
Maturity Date
Annex 1 to the
Pledge Agreement
SUPPLEMENT NO.
dated as of
, to the DOMESTIC PLEDGE AGREEMENT dated as of
February 17, 2004, among PLIANT CORPORATION, a Utah corporation (the "Parent
Borrower"), and each subsidiary of the Borrower listed on Schedule I hereto
(each such subsidiary individually