EX-10.9 17 y47871s1ex10-9.txt AMENDMENT #1 TO THE WARRANT AGREEMENT 1 Exhibit 10.9 AMENDMENT NO. 1 dated as of July 16, 2001 (this "Amendment"), to the WARRANT AGREEMENT dated as of May 31, 2000 (the "Original Agreement"), among PLIANT CORPORATION f/k/a Huntsman Packaging Corporation, a Utah corporation (the "Company"), and the Persons signatory thereto. By executing and delivering this Amendment, the 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. Amendments. (a) The Preamble of the Original Agreement is amended and restated in its entirety as set forth below: "The Company has entered into a Securities Purchase Agreement dated as of May 31, 2000, with the Initial Holders (the "Securities Purchase Agreement"), pursuant to which the Company has issued to the Initial Holders (i) 100,000 shares of Series A Cumulative Exchangeable Redeemable Preferred Stock (the "Preferred Stock") and (ii) Warrants (as defined below) to purchase 43,242 shares of the Company's common stock. The Company has also entered into a subsequent Securities Purchase Agreement dated as of July 16, 2001 (the "Subsequent Securities Purchase Agreement"), with certain of the Initial Holders specified therein and certain other stockholders of the Company, pursuant to which the Company will issue to such Persons (i) up to 34,000 shares of Preferred Stock and (ii) Warrants to purchase up to 34,511 shares of the Company's common stock. This Agreement sets forth terms and conditions applicable to the Warrants." (b) The Original Agreement is amended to insert the sentence "The Company has issued or will issue Warrants to the Initial Holders in accordance with the Subsequent Securities Purchase Agreement on or after the date of the Subsequent Purchase Agreement." immediately after the first sentence of Section 2.1 of the Original Agreement. (c) The Original Agreement is amended by deleting the phrase "pursuant the Securities Purchase Agreement" in the fourth sentence of Section 3.1(a) of the Original Agreement and inserting the following phrase in lieu thereof "pursuant to the Securities Purchase Agreement or the Subsequent Securities Purchase Agreement, as applicable." The form of Warrant set forth in Exhibit A referred to in Section 3.1(a) is hereby amended to delete the date "May 31, 2000" as the date of the Warrant. 2 (d) The Original Agreement is amended to insert the phrase "or the Subsequent Securities Purchase Agreement, as applicable" immediately after the phrase "other Equity Documents and the Securities Purchase Agreement" in the first sentence of Section 4.3(a) of the Original Agreement. (e) The Original Agreement is amended to insert the phrase "or the Subsequent Securities Purchase Agreement, as applicable" immediately after the phrase "under Section 6.2 of the Securities Purchase Agreement" in the last sentence of Section 4.3(f) of the Original Agreement. (f) The Original Agreement is amended to insert the following new paragraph 7.3(c): "(c) Additional Initial Holders. Any Additional Purchaser (as defined in the Subsequent Securities Purchase Agreement) who is not already an Initial Holder hereunder shall become an 'Initial Holder' upon execution of a counterpart to this Agreement. Notwithstanding anything to the contrary contained herein, Schedule I attached hereto may be amended from time to time without the consent of the Requisite Holders to add any Additional Purchasers who have become Initial Holders and to otherwise update the number of Warrant Shares issued to the Initial Holders." (g) Schedule I of the Original Agreement is hereby amended and restated in its entirety as set forth on Exhibit A attached hereto. Section 2. No other Amendments or Waivers. 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 3. Effectiveness. This Amendment shall be effective upon the execution hereof by the requisite Persons party to the Original Agreement in accordance with Section 7.3(a) of the Original Agreement. Section 4. 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 Requisite Holders and the Company, it being understood that all of the foregoing need not sign the same counterpart. Any counterpart or other signature 2 3 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. ******* 3 4 IN WITNESS WHEREOF, the parties have duly executed this Amendment No.1 to the Warrant Agreement as of the date first above written. PLIANT CORPORATION f/k/a Huntsman Packaging Corporation By: /s/ Richard P. Durham ----------------------------------- Name: Richard P. Durham Title: Chief Executive Officer SOUTHWEST INDUSTRIAL FILMS, LLC f/k/a Chase Domestic Investments, L.L.C. 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/ John M.B. O'Connor ----------------------------------- Name: John M.B. O'Connor Title: Executive Partner FIRST UNION CAPITAL PARTNERS, LLC By: /s/ Robert G. Calton, Jr. ----------------------------------- Name: Robert G. Calton, Jr. Title: Partner 5 NEW YORK LIFE CAPITAL PARTNERS, L.P. By: NYLCAP Manager LLC, its Investment Manager By: /s/ Steven Benevento ----------------------------------- Name: Steven Benevento Title: Vice President THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: /s/ David A. Barras ----------------------------------- Name: David A. Barras Title: Its Authorized Representative 6 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/ William J. Vernon ----------------------------------- Name: William J. Vernon Title: Managing Director and Chief Financial Officer FIRST UNION CAPITAL PARTNERS 2001, LLC By: /s/ Robert G. Calton ----------------------------------- Name: Robert G. Calton Title: Partner 7 Exhibit A SCHEDULE I INITIAL HOLDERS
NUMBER OF INVESTOR WARRANT SHARES -------------------------------------------------------------------------------- Southwest Industrial Films, LLC 22,330 c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas, 40th Floor New York, New York 10020-1080 Attention: Richard D. Waters Telephone No.: (212) 899-3400 Telecopier No.: (212) 899-3401 with a copy to: O'Sullivan Graev & Karabell, LLP 30 Rockefeller Plaza, 24th Floor New York, New York 10112 Attention: Frederick M. Bachman Telephone No.: (212) 408-2400 Telecopier No.: (212) 728-5950 -------------------------------------------------------------------------------- New York Life Capital Partners, L.P. 1,015 51 Madison Avenue Suite 3009 New York, New York 10010 Attention: Steve Benevento Telephone No.: (212) 576-7699 Telecopier No.: (212) 576-5591 With a copy to: Akin, Gump, Strauss, Hauer & Feld, LLP 590 Madison Avenue 22nd Floor New York, New York 10022 Attention: Edward D. Sopher, Esq. Telephone No.: (212) 872-1026 Telecopier No.: (212) 872-1002 --------------------------------------------------------------------------------
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NUMBER OF INVESTOR WARRANT SHARES -------------------------------------------------------------------------------- and to: Office of the General Counsel New York Life Insurance Company 51 Madison Avenue Suite 1104 New York, New York 10010 Telephone No.: (212) 576-7000 Telecopier No.: (212) 576-8340 -------------------------------------------------------------------------------- The Northwestern Mutual Life Insurance Company 1,523 720 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Attention: Dave Barras Telephone No.: (414) 299-1618 Telecopier No.: (414) 299-7124 With a copy to: Akin, Gump, Strauss, Hauer & Feld, LLP 590 Madison Avenue 22nd Floor New York, New York 10022 Attention: Edward D. Sopher, Esq. Telephone No.: (212) 872-1026 Telecopier No.: (212) 872-1002 -------------------------------------------------------------------------------- First Union Capital Partners 2001, LLC 508 301 South College Street One First Union Center, 5th Floor Charlotte, North Carolina 28288-0732 Attention: Robert G. Calton III Telephone No.: (704) 715-1481 Telecopier No.: (704) 374-6711 With a copy to: Kennedy Covington Lobdell & Hickman, L.L.P. Bank of America Corporate Center, Suite 4200 100 North Tryon Street Charlotte, North Carolina 28202-4006 Attention: J. Norfleet Pruden, III Telephone No.: (704) 331-7442 Telecopier No.: (704) 331-7598 --------------------------------------------------------------------------------
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NUMBER OF INVESTOR WARRANT SHARES -------------------------------------------------------------------------------- Perry Acquisition Partners-3, L.P. 4,060 599 Lexington Avenue, 36th Floor New York, New York 10002 Attention: Peter Schweinfurth Telephone No.: (212) 583-4000 Telecopier No.: (212) 583-4140 With a copy to: Roberts Sheridan & Kotel, The New York Practice of Dickstein Shapiro's Corporate & Finance Group 1177 Avenue of the Americas New York, New York 10036 Attention: Kevin Sheridan Telephone No.: (212) 835-1400 Facsimile No.: (212) 997-9880 --------------------------------------------------------------------------------