T-3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939

Pliant Corporation

(Name of applicant)

1475 Woodfield Road, Suite 700, Schaumburg, IL 60173
(Address of principal executive offices)

Securities to be Issued Under the Indenture to be Qualified

Title Class	Amount
11 1/2% Senior Secured Notes due 2015 (the “Securities”)	$250,000,000

Approximate date of proposed public offering: The Securities will be issued, if at all, on, or as soon as practicable following, the effective date (the “Effective Date”) under the Joint Plan of Reorganization proposed by Apollo Management VI, L.P (“Apollo”), on behalf of the Apollo Entities (as defined below), and the Debtors (as defined below), which Effective Date is anticipated to occur in October 2009.

Name and address of agent for service:

Stephen T. Auburn
Vice President, General Counsel and Secretary
Pliant Corporation
1475 Woodfield Road, Suite 700
Schaumburg, IL 60173
(847) 969-3300

with copies to

Chris E. Abbinante
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
(312) 853-7000

The Applicant hereby amends this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until: (i) the 20^th day after the filing of a further amendment which specifically states that it shall supersede this application for qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), may determine upon the written request of the Applicant.

TABLE OF CONTENTS

EX-99.T.3.C

EX-99.T.3.E.1

EX-99.T.3.E.2

GENERAL

1. General Information.

(a)	Form of organization.
	The applicant, Pliant Corporation (the “Applicant”), is a corporation.
(b)	State or other sovereign power under the laws of which organized.
	The Applicant is organized under the laws of the State of Delaware.

2. Securities Act exemption applicable.

          On February 11, 2009, the Applicant and certain of its subsidiaries, Pliant Corporation International, Uniplast Holdings, Inc., Pliant Film Products of Mexico, Inc., Pliant Packaging of Canada, LLC, Alliant Company LLC, Uniplast U.S., Inc., Uniplast Industries Co., and Pliant Corporation of Canada Ltd. (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United Stated Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under the provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Chapter 11 Cases are being jointly administered under the caption “In re: Pliant Corporation, et al., Case No. 09-10443 (MFW).” On August 14, 2009, Apollo, on behalf of Apollo Investment Fund VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P. and Apollo Overseas Partners (Germany) VI, L.P. (collectively, the “Apollo Entities”) and the Debtors, filed with the Bankruptcy Court a Joint Plan of Reorganization (the “Plan”), which is attached hereto as Exhibit T3E-2. On August 17, 2009, Apollo, on behalf of the Apollo Entities and the Debtors, filed a Disclosure Statement, which is attached hereto as Exhibit T3E-1 and which the Bankruptcy Court approved.

          Pursuant to the Plan, the Applicant intends to issue $250,000,000 aggregate principal amount of the Securities under an indenture in substantially the form set forth as Exhibit T3C hereto (the “Indenture”). The Securities will be issued, if at all, in exchange for the claims arising under or evidenced by the First Lien Notes (as defined below) and on the later of (i) the Effective Date, which is expected to occur in October 2009, and (ii) the date of the qualification of the Indenture pursuant to this Application for Qualification.

          The Applicant believes that the issuance of the Securities is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 1145(a)(1) of the Bankruptcy Code. Generally, Section 1145(a)(1) of the Bankruptcy Code exempts the issuance of securities from the registration requirements of the Securities Act and equivalent state securities and “blue sky” laws if the following conditions are satisfied: (i) the securities are issued by a debtor, an affiliate participating in a joint plan of reorganization with the debtor, or a successor of the debtor under a plan of reorganization, (ii) the recipient of the securities holds a claim against, an interest in, or a claim for an administrative expense against, the debtor, and (iii) the securities are issued entirely in exchange for the recipient’s claim against or interest in the debtor or are issued principally in such exchange and partly for cash or property. The Applicant believes that the issuance of the Securities as contemplated by the Plan will satisfy the aforementioned requirements.

AFFILIATIONS

3. Affiliates.

(a) Current Affiliates. For purposes of this Application for Qualification only, the Applicant’s directors and executive officers may be deemed to be “affiliates” of the Company. See Item 4. “Directors and Executive Officers” for a list of the Applicant’s directors and executive officers, which is incorporated herein by reference. As of August 28, 2009, the other affiliates of the Applicant and the percentage of voting securities owned by the Applicant or other immediate parent corporation of each affiliate, as indicated, were as follows:

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		Percent of Voting
		Securities Owned
Entity	Owner	by Owner
Alliant Company LLC	Pliant Corporation	100%
Pliant Corporation International	Pliant Corporation	100%
Pliant Film Products of Mexico, Inc.	Pliant Corporation	100%
Pliant Corporation of Canada Ltd.	Pliant Corporation	100%
Pliant Corporation Pty. Ltd.	Pliant Corporation	100%
Pliant Film Products GmbH	Pliant Corporation	100%
Pliant Packaging of Canada, LLC	Pliant Corporation	100%
ASPEN Industrial, S.A. de C.V.	Pliant Corporation	99%1
Jacinto Mexico, S.A. de C.V.	ASPEN Industrial, S.A. de C.V.	99%2
Pliant de Mexico, S.A. de C.V.	ASPEN Industrial, S.A. de C.V.	99%3
Uniplast Holdings Inc.	Pliant Corporation	100%
Uniplast U.S., Inc.	Uniplast Holdings Inc.	100%
Uniplast Industries Co.	Uniplast Holdings Inc.	100%

¹ 1% owned by Pliant Corporation International

² 1% owned by Pliant Corporation

³ 1% owned by Pliant Corporation

(b) Affiliates as of the Effective Date. The affiliates of the Applicant as of the Effective Date are expected to be the same as the current affiliates of the Applicant with the addition of Apollo Management, L.P. and its certain of its affiliates.

MANAGEMENT AND CONTROL

4. Directors and executive officers.

(a) Current directors and executive officers. The following table sets forth the names of and offices held by all current directors and executive officers of the Applicant. The address for each director and executive officer listed below is: c/o Pliant Corporation, 1475 Woodfield Road, Suite 700, Schaumburg, Illinois 60173.

NAME	TITLE
Harold C. Bevis	President and Chief Executive Officer; Director
Stephen T. Auburn	Vice President, General Counsel and Secretary
Keith D. Brechtelsbauer	Vice President and General Manager—Specialty Films
R. David Corey	Executive Vice President and Chief Operating Officer

3

NAME	TITLE
Gabriele Ditsch	Vice President and Managing Director, Pliant Europe
Timothy M. French	Vice President and Managing Director, Pliant Canada
Greg E. Gard	Senior Vice President, Technology & Innovation
James L. Kaboski	Vice President and General Manager—Printed Products
James M. Kingsley	Senior Vice President, Business Development
Joseph J. Kwederis	Senior Vice President, Finance & Accounting
Robert J. Maltarich	Vice President and General Manager—PVC Products
Thomas E. McShane	Vice President and Corporate Controller
Chris M. Nielsen	Vice President and Treasurer
Thomas C. Spielberger	Senior Vice President and Chief Financial Officer
Kenneth J. Swanson	Senior Vice President and President, Engineered Films Group
John D. Bowlin	Director and Non-Executive Chairman
Eugene I. Davis	Director
David G. Elkins	Director
Edward A. Lapekas	Director
Stephen V. McKenna	Director
Timothy J. Walsh	Director

(b) Directors and executive officers as of the Effective Date. The current officers of the Applicant are expected to be the officers of the Applicant on the Effective Date. The persons who will serve as the directors of the Applicant on the Effective Date have not yet been determined, but Apollo and its affiliates will have the right to designate a majority of the directors to the Board of Directors of the Applicant on and after the Effective Date.

5. Principal owners of voting securities.

(a) As of August 28, 2009, the following persons owned 10 percent or more of the voting securities of the Applicant:

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Col. A	Col. B		Col. D
Name and Complete	Title of	Col. C	Percentage of Voting
Mailing Address	Class Owned	Amount Owned	Securities Owned
J.P. Morgan Partners (BHCA), L.P.	Common Stock	50,162 shares	51.52%
c/o CCMP Capital Advisors LLC 245 Park Avenue, 16th Floor New York, New York 10167
J.P. Morgan Partners (BHCA), L.P.	Series AA Preferred Stock	41,894 shares	12.51%
c/o CCMP Capital Advisors LLC 245 Park Avenue, 16th Floor New York, New York 10167

(b) On the Effective Date, affiliates of Apollo are expected to own at least 57.5% of the new Common Stock of the Applicant.

UNDERWRITERS

6. Underwriters.

(a) The following chart sets forth the name and mailing address of the only person who, within three years prior to the date of filing this Application for Qualification, acted as an underwriter of any securities of the Applicant and the title of the security underwritten:

Underwriter’s Name and Mailing Address	Security Underwritten
Goldman, Sachs & Co. 85 Broad Street New York, NY 10004	18% Senior Subordinated Notes due 2012

(b) No person is acting, or proposed to be acting, as principal underwriter of the Securities proposed to be offered pursuant to the Indenture.

CAPITAL SECURITIES

7. Capitalization.

(a) Current Capitalization of Applicant:

As of August 28, 2009, the Applicant’s capitalization consisted of the following:

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Col. A	Col. B		Col. C
Title of Class	Amount Authorized		Amount Outstanding
Common Stock, $.01 par value per share	100,050,000 shares		97,348 shares
Series AA Preferred Stock, par value $.01 per share	335,650 shares		334,894 shares
Series M Preferred Stock, par value $.01 per share	8,000 shares		8,000 shares
18% Senior Subordinated Notes due 2012	$	24,000,000	$	26,500,000
11 1/8% Senior Secured Notes due 2009	unlimited		$	262,400,000
11 5/8% Senior Secured Notes due 2009 and 11 1/8% Senior Secured Notes due 2009 (collectively, the “First Lien Notes”)	unlimited		$	393,800,000

(b) Outline of the voting rights of each class of voting securities referred to in paragraph (a) above:

          The holders of Common Stock are entitled to one vote per share on all matters to be voted on by the stockholders of the Applicant. In the election of directors of the Applicant, the holders of the Common Stock, voting separately as a single class to the exclusion of all other classes of the Applicant’s capital stock, shall be entitled to elect five directors to serve on the Board of Directors of Applicant.

          The holders of Series AA Preferred Stock are not entitled to vote on any matter to be voted on by the stockholders of the Applicant, (1) unless and until, at any time after July 18, 2011, the holders of at least 40% of the outstanding shares of Series AA Preferred Stock cause all outstanding shares of Series AA Preferred Stock to be converted into Common Stock on the terms specified in the Amended and Restated Articles of Incorporation of Applicant attached hereto as Exhibit T3A-1, (2) except that the holders of the Series AA Preferred Stock, voting separately as a single class to the exclusion of all other classes of Applicant’s capital stock, are entitled to elect two directors (to serve on the Board of Directors of Applicant) and (3) except that Applicant may not take certain actions specified in the Amended and Restated Articles of Incorporation of Applicant that may be adverse to the holders of Series AA Preferred Stock without the consent of such holders. These actions include: (i) the authorization or issuance of preferred stock or any other capital stock that ranks senior to or on parity with the Series AA Preferred Stock as to payment of dividends or distributions of assets upon liquidation rank; (ii) the redemption, purchase or acquisition of any of the Common Stock or other capital stock of the Applicant junior to the Series AA Preferred Stock other than a repurchase from a member of the Applicant’s management, upon the termination of such member’s employment with the Applicant; (iii) the sale or other disposition of all or substantially all of the Applicant’s assets in any transaction or series of related transactions; (iv) the merger or consolidation of Applicant with any other entity unless certain conditions specified in the Amended and Restated Articles of Incorporation of Applicant are met; or (v) the amendment or modification of certain provisions of the Amended and Restated Articles of Incorporation of Applicant.

          The holders of Series M Preferred Stock are not entitled to vote on any matter to be voted on by the stockholders of the Applicant, except as otherwise required under Delaware law and except that Applicant may not alter or change the terms, designations, powers, preferences or relative, participating, optional or other special rights of the Series M Preferred Stock in any manner materially adverse to the holders of Series M Preferred Stock without the consent of such holders.

(a) Capitalization of Applicant as of the Effective Date:

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Col. A	Col. B		Col. C
Title of Class	Amount Authorized		Amount Outstanding
Common stock, par value $0.001 per share (the “New Common Stock”)	5,000,000 shares		2,444,666 shares
Series A Cumulative Perpetual Redeemable Preferred Stock, par value $.01 per share	350,000 shares		up to a total of 262,400 shares
11 1/2% Senior Secured Notes due 2015	$	250,000,000	$	250,000,000

(b) Outline of the voting rights of each class of voting securities as of the Effective Date:

          As set forth in the Plan and above, the reorganization of the Debtors will result in the issuance by the Applicant of, inter alia, the Securities and New Common Stock. Of these new securities to be issued on the Effective Date, the voting securities will consist of the New Common Stock. The Amended and Restated Certificate of Incorporation, which will be filed by amendment as Exhibit T3A-2 to this Form T-3, will set forth the rights and preferences of the New Common Stock. The Applicant expects that the holders of New Common Stock will be entitled to one vote per share on all matters to be voted on by the stockholders of the reorganized Applicant. On and after the Effective Date, Apollo and its affiliates will have the right to designate a majority of the directors to the Board of Directors of the Applicant.

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INDENTURE SECURITIES

8. Analysis of indenture provisions.

          The following is a general description of certain provisions of the Indenture. The description is qualified in its entirety by reference to the form of the Indenture attached hereto as Exhibit T3C. Capitalized terms used below and not defined herein have the meanings given to such terms in the Indenture.

(a) Events of Default; Withholding of Notice

          The following events are defined in the Indenture as “Events of Default”: (i) a default in any payment of interest (including any additional interest) on any Security when the same becomes due and payable, and such default continues for a period of 30 days; (ii) a default in the payment of principal or premium, if any, of any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (iii) (A) a material default by the Applicant or any of its Restricted Subsidiaries of any of their obligations under Section 4.08 of the Indenture (Change of Control), and such default continues for a period of 20 days, or (B) the Applicant or any of the Restricted Subsidiaries of the Applicant fails to comply with its obligations under Section 5.01 of the Indenture (When Issuer May Merge or Transfer Assets), (iv) the Applicant or any of the Restricted Subsidiaries of the Applicant fails to comply with any of its agreements in the Securities or the Indenture (other than those referred to in clause (i), (ii) or (iii) above) and such failure continues for 45 days after the notice specified below; (v) the Applicant or any Significant Subsidiary fails to pay any other Indebtedness (other than Indebtedness owing to the Applicant or a Restricted Subsidiary of the Applicant) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness as to which a default or event of default has occurred or that is unpaid or accelerated exceeds $12.5 million or its foreign currency equivalent; (vi) the Applicant or any Significant Subsidiary of the Applicant pursuant to or within the meaning of any Bankruptcy Law: (1) commences a voluntary case, (2) consents to the entry of an order for relief against it in an involuntary case, (3) consents to the appointment of a Custodian of it or for any substantial part of its property, or (4) makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency; (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (X) is for relief against the Applicant or any Significant Subsidiary of the Applicant in an involuntary case; (Y) appoints a Custodian of the Applicant or any Significant Subsidiary of the Applicant or for any substantial part of its property; or (Z) orders the winding up or liquidation of the Applicant or any Significant Subsidiary of the Applicant, or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days; (viii) the Applicant or any Significant Subsidiary fails to pay final judgments aggregating in excess of $12.5 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days following the entry thereof; or (ix) any Guarantee of a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor denies or disaffirms its obligations under the Indenture or any Guarantee and such Default continues for 10 days; or (x) unless all of the Collateral has been released in accordance with the provisions of the Security Documents from the Liens granted thereunder, the Applicant shall assert or any Guarantor shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and, in the case of any such Person that is a Subsidiary of the Applicant, the Applicant fails to cause such Subsidiary to rescind such assertions within 30 days after the Applicant has actual knowledge of such assertions; or (xi) the Applicant or any Guarantor fails to comply for 60 days after notice with its other agreements contained in the Security Documents except for a failure that would not be material to the holders of such Securities and would not materially affect the value of the Collateral taken as a whole.

          The Indenture provides that the foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

          The Indenture provides that a Default under clause (iv) or (xi) above shall not constitute an Event of Default until the Trustee notifies the Applicant or the Holders of at least 25% in principal amount of the outstanding Securities notify the Applicant and the Trustee of the Default and the Applicant does not cure such Default within the time specified in clause (iv) or (xi) above after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” The Applicant shall deliver to the Trustee, within five Business Days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Applicant is taking or proposes to take with respect thereto.

(b) Authentication and Delivery of Securities; Use of Proceeds

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          The Securities shall be issuable only in registered form without interest coupons and in minimum denominations of $2,000 and any integral multiples of $1,000. The aggregate principal amount of Securities issued on the Effective Date shall be $250,000,000 and shall be issued pro rata to the holders of claims arising under or evidenced by the existing First Lien Notes being relinquished pursuant to the Plan.

          The Securities shall be executed by manual or facsimile signature on behalf of the Applicant by one of the following Officers of the Applicant: Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under the Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Applicant to authenticate the Securities.

          The Trustee shall authenticate and make available for delivery upon a written order of the Applicant signed by one officer, Securities for original issue on the date of the Indenture in an aggregate principal amount of $250,000,000. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated.

          As indicated above, the Securities will be issued as part of an exchange for the existing First Lien Notes pursuant to the Plan. Accordingly, there will be no proceeds and, therefore, no application of proceeds from the issuance of the Securities.

(c) Release and Substitution of Property Subject to the Lien of the Indenture

          Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreements or as provided by the Indenture.

          Upon the request of the Applicant pursuant to an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent hereunder have been met, the Applicant and the Guarantors will be entitled to the release of assets included in the Collateral from the Liens securing the Securities, and the Notes Collateral Agent and the Trustee (if the Trustee is not then the Notes Collateral Agent) shall release the same from such Liens at the Applicant’s sole cost and expense, under any one or more of the following circumstances: (i) to enable the Applicant or any Guarantor to consummate the disposition of property or assets to the extent not prohibited under Section 4.06 of the Indenture (Asset Sales); (ii) in the case of a Guarantor that is released from its Guarantee with respect to the Securities, the release of the property and assets of such Guarantor; (iii) as described under Article 9 of the Indenture (Amendments and Waivers); or (iv) to the extent required by the terms of the Intercreditor Agreements.

          Upon the receipt of an Officers’ Certificate from the Applicant, as described above, and any necessary or proper instruments of termination, satisfaction or release prepared by the Applicant, the Notes Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to the Indenture or the Security Documents or the Intercreditor Agreements.

          Except as otherwise provided in the Intercreditor Agreements, no Collateral may be released from the Lien and security interest created by the Security Documents unless the Officers’ Certificate required by Section 11.04 of the Indenture (Release of Liens) has been delivered to the Notes Collateral Agent and the Trustee not less than five days prior to the date of such release.

          At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Notes Collateral Agent, no release of Collateral pursuant to the provisions of the Indenture or the Security Documents will be effective as against the Holders, except as otherwise provided in the Intercreditor Agreements.

(d) Satisfaction and Discharge

          The Indenture provides that it shall be discharged and shall cease to be of further effect (with certain exceptions expressly provided for in the Indenture) as to all outstanding Securities when: (i) either (A) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 of the Indenture (Replacement Securities) which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Applicant and thereafter repaid to the Applicant or discharged from such trust) have been delivered to the Trustee for cancellation or (B) all of the Securities (1) have become due and payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable at the option of the Applicant, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Applicant, and the Applicant has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S.

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Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Applicant directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (ii) the Applicant and/or the Guarantors have paid all other sums payable under the Indenture; and (iii) the Applicant has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

     Subject to certain conditions, the Applicant at any time may terminate (i) all of its obligations under the Securities and the Indenture (“legal defeasance option”) or (ii) its obligations under Sections 4.02 (Reports and Other Information), 4.03 (Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock), 4.04 (Limitation on Restricted Payments), 4.05 (Dividend and Other Payment Restrictions Affecting Subsidiaries), 4.06 (Asset Sales), 4.07 (Transactions with Affiliates), 4.08 (Change of Control), 4.09 (Compliance Certificate), 4.11 (Future Note Guarantors), 4.12 (Liens) and 4.15 (Maintenance of Office or Agency) of the Indenture for the benefit of the Securities and the operation of Section 5.01 of the Indenture (When Issuer May Merge or Transfer Assets) and Sections 6.01(c) (Events of Default: Change of Control), 6.01(d) (Events of Default: Breach of Agreements), 6.01(e) (Events of Default: Failure to Pay), 6.01(f) (Events of Default: Voluntary Bankruptcy) (with respect to Significant Subsidiaries of the Applicant only), 6.01(g) (Events of Default: Involuntary Bankruptcy) (with respect to Significant Subsidiaries of the Applicant only), 6.01(h) (Events of Default: Final Judgments) 6.01(i) (Events of Default: Guarantees), 6.01(j) (Events of Default: Security Interest in Collateral) and 6.01(k) (Events of Default: Security Documents) of the Indenture (“covenant defeasance option”) for the benefit of the Securities. The Applicant may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Applicant terminates all of its obligations under the Securities and the Indenture (with respect to such Securities) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations.

     If the Applicant exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Applicant exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c) (Events of Default: Change of Control), 6.01(d) (Events of Default: Breach of Agreements), 6.01(e) (Events of Default: Failure to Pay), 6.01(f) (Events of Default: Voluntary Bankruptcy) (with respect to Significant Subsidiaries of the Applicant only), 6.01(g) (Events of Default: Involuntary Bankruptcy) (with respect to Significant Subsidiaries of the Applicant only), 6.01(h) (Events of Default: Final Judgments), 6.01(i) (Events of Default: Guarantees) or 6.01(j) (Events of Default: Security Interest in Collateral) of the Indenture or because of the failure of the Applicant to comply with Section 5.01 of the Indenture (When Issuer May Merge or Transfer Assets).

     Upon satisfaction of the conditions set forth in the Indenture and upon request of the Applicant, the Trustee shall acknowledge in writing the discharge of those obligations that the Applicant terminates.

(e) Evidence Required to be Furnished by the Applicant to the Trustee as to Compliance with the Conditions and Covenants Contained in the Indenture

     The Applicant shall deliver to the Trustee within 120 days after the end of each fiscal year of the Applicant, beginning with the fiscal year ending on December 30, 2009, an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Applicant they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Applicant is taking or proposes to take with respect thereto.

9. Other obligors.

     It is currently contemplated that the following affiliates of the Applicant will be guarantors of the securities:

Pliant Corporation International
Pliant Corporation of Canada Ltd
Pliant Film Products of Mexico, Inc.
Pliant Packaging of Canada, LLC
Uniplast Holdings Inc.
Uniplast U.S., Inc.
Uniplast Industries Co.

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     The address of each guarantor is c/o Pliant Corporation, 1475 Woodfield Road, Suite 700, Schaumburg, Illinois 60173.

          Contents of application for qualification. This application for qualification comprises:

(a)	Pages numbered 1 to 13, consecutively.
(b)	The statement of eligibility and qualification of each trustee under the indenture to be qualified (to be filed by amendment).
(c)	The following exhibits in addition to those filed as a part of the statement of eligibility and qualification of the trustee:

Exhibit No.	Description
T3A-1	Amended and Restated Certificate of Incorporation of Applicant, effective as of July 18, 2006 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Applicant on July 24, 2006).
T3A-2	Amended and Restated Certificate of Incorporation of Applicant, effective as of the Effective Date (to be filed by amendment).
T3B	Amended and Restated By-laws of Applicant, effective July 18, 2006 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Pliant Corporation on July 24, 2006).
T3B-2	Amended and Restated By-laws of Applicant, effective as of the Effective Date (to be filed by amendment).
T3C	Form of Indenture, to be dated as of the Effective Date, by and among the Applicant, the subsidiary guarantors party thereto, and the trustee, which shall be named prior to the Effective Date.
T3D	Not applicable.
T3E-1	Disclosure Statement for Joint Plan of Reorganization, filed on August 17, 2009, proposed by Apollo on behalf of the Apollo Entities, and the Debtors.
T3E-2	Joint Plan of Reorganization, filed on August 14, 2009, proposed by Apollo on behalf of the Apollo Entities, and the Debtors.
T3F	Cross-reference sheet showing the location in the Indenture of the provisions therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act (included in Exhibit T3C).
25.1	Statement of Eligibility of Trustee on Form T-1 (to be filed by amendment).

11

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Pliant Corporation, a corporation organized and existing under the laws of the State of Delaware, has duly caused this application for qualification to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Schaumburg, and State of Illinois, on the 28^th day of August 2009.

(SEAL)		PLIANT	CORPORATION
		By	/s/ Harold C. Bevis
			Harold C. Bevis
			President and Chief Executive Officer
Attest:	/s/ Stephen T. Auburn	By	/s/ Thomas C. Spielberger
	Stephen T. Auburn		Thomas C. Spielberger
	Vice President, General Counsel and Secretary		Senior Vice President and Chief Financial Officer

12

EXHIBITS

Exhibit No.	Description
T3A-1	Amended and Restated Certificate of Incorporation of Applicant, effective as of July 18, 2006 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Applicant on July 24, 2006).
T3A-2	Amended and Restated Certificate of Incorporation of Applicant, effective as of the Effective Date (to be filed by amendment).
T3B	Amended and Restated By-laws of Applicant, effective July 18, 2006 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Pliant Corporation on July 24, 2006).
T3B-2	Amended and Restated By-laws of Applicant, effective as of the Effective Date (to be filed by amendment).
T3C	Form of Indenture, to be dated as of the Effective Date, by and among the Applicant, the subsidiary guarantors party thereto, and the trustee, which shall be named prior to the Effective Date.
T3D	Not applicable.
T3E-1	Disclosure Statement for Joint Plan of Reorganization, filed on August 17, 2009, proposed by Apollo on behalf of the Apollo Entities, and the Debtors.
T3E-2	Joint Plan of Reorganization, filed on August 14, 2009, proposed by Apollo on behalf of the Apollo Entities, and the Debtors.
T3F	Cross-reference sheet showing the location in the Indenture of the provisions therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act (included in Exhibit T3C).
25.1	Statement of Eligibility of Trustee on Form T-1 (to be filed by amendment).

13

EX-99.T.3.C

Exhibit T3C

[New Pliant]

11 1/2% Senior Secured Notes due 2015

[Guarantors]

INDENTURE

Dated as of [     ], 2009

[          ]

as Trustee

TABLE OF CONTENTS

	Page
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.01. Definitions		1
Section 1.02. Other Definitions		36
Section 1.03. Incorporation by Reference of Trust Indenture Act		37
Section 1.04. Rules of Construction		37
ARTICLE 2 THE SECURITIES		38
Section 2.01. Amount of Securities		38
Section 2.02. Form and Dating		39
Section 2.03. Execution and Authentication		39
Section 2.04. Registrar and Paying Agent		39
Section 2.05. Paying Agent to Hold Money in Trust		40
Section 2.06. Holder Lists		40
Section 2.07. Transfer and Exchange		41
Section 2.08. Replacement Securities		41
Section 2.09. Outstanding Securities		42
Section 2.10. Temporary Securities		42
Section 2.11. Cancellation		42
Section 2.12. Defaulted Interest		43
Section 2.13. CUSIP Numbers, ISINs, etc		43
Section 2.14. Calculation of Principal Amount of Securities		43
ARTICLE 3 REDEMPTION		43
Section 3.01. Redemption		43
Section 3.02. Applicability of Article		43
Section 3.03. Notices to Trustee		44
Section 3.04. Selection of Securities to Be Redeemed		44
Section 3.05. Notice of Optional Redemption		44
Section 3.06. Effect of Notice of Redemption		45
Section 3.07. Deposit of Redemption Price		45
Section 3.08. Securities Redeemed in Part		45
i

	Page
ARTICLE 4 COVENANTS		46
Section 4.01. Payment of Securities		46
Section 4.02. Reports and Other Information		46
Section 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock		47
Section 4.04. Limitation on Restricted Payments		53
Section 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries	59
Section 4.06. Asset Sales		61
Section 4.07. Transactions with Affiliates		64
Section 4.08. Change of Control		67
Section 4.09. Compliance Certificate		69
Section 4.10 Further Instruments and Acts		69
Section 4.11 Future Note Guarantors		69
Section 4.12. Liens		69
Section 4.13. Maintenance of Office or Agency		70
Section 4.14 Amendment of Security Documents		70
Section 4.15 After-Acquired Property		70
Section 4.16. Termination and Suspension of Certain Covenants		71
ARTICLE 5 SUCCESSOR COMPANY		72
Section 5.01. When Issuer May Merge or Transfer Assets		72
ARTICLE 6 DEFAULTS AND REMEDIES		75
Section 6.01. Events of Default		75
Section 6.02. Acceleration		77
Section 6.03. Other Remedies		77
Section 6.04. Waiver of Past Defaults		78
Section 6.05. Control by Majority		78
Section 6.06. Limitation on Suits		78
Section 6.07. Rights of the Holders to Receive Payment		78
Section 6.08. Collection Suit by Trustee		79
Section 6.09. Trustee May File Proofs of Claim		79
Section 6.10. Priorities		79
Section 6.11. Undertaking for Costs		79
Section 6.12. Waiver of Stay or Extension Laws		80
ii

	Page
ARTICLE 7 TRUSTEE		80
Section 7.01. Duties of Trustee		80
Section 7.02. Rights of Trustee		81
Section 7.03. Individual Rights of Trustee		82
Section 7.04. Trustee’s Disclaimer		82
Section 7.05. Notice of Defaults		83
Section 7.06. Reports by Trustee to the Holders		83
Section 7.07. Compensation and Indemnity		83
Section 7.08. Replacement of Trustee		84
Section 7.09. Successor Trustee by Merger		85
Section 7.10. Eligibility; Disqualification		85
Section 7.11. Preferential Collection of Claims Against the Issuer		86
ARTICLE 8 DISCHARGE OF INDENTURE; DEFEASANCE		86
Section 8.01. Discharge of Liability on Securities; Defeasance		86
Section 8.02. Conditions to Defeasance		87
Section 8.03. Application of Trust Money		88
Section 8.04. Repayment to Issuer		88
Section 8.05. Indemnity for U.S. Government Obligations		89
Section 8.06. Reinstatement		89
ARTICLE 9 AMENDMENTS AND WAIVERS		89
Section 9.01. Without Consent of the Holders		89
Section 9.02. With Consent of the Holders		90
Section 9.03. Compliance with Trust Indenture Act		91
Section 9.04. Revocation and Effect of Consents and Waivers		92
Section 9.05. Notation on or Exchange of Securities		92
Section 9.06. Trustee to Sign Amendments		92
Section 9.07. Payment for Consent		92
Section 9.08. Additional Voting Terms; Calculation of Principal Amount		93
ARTICLE 10 RANKING OF NOTE LIENS		93
Section 10.01. Relative Rights		93
ARTICLE 11 COLLATERAL AND SECURITY		95
Section 11.01. Security Documents		95
iii

	Page
Section 11.02. Notes Collateral Agent		95
Section 11.03. Authorization of Actions to Be Taken		96
Section 11.04. Release of Liens		97
Section 11.05. Filing, Recording and Opinions		99
Section 11.06. Powers Exercisable by Receiver or Trustee		99
Section 11.07. Release Upon Termination of the Issuer’s Obligations		99
Section 11.08. Designations		100
Section 11.09 Taking and Destruction		100
ARTICLE 12 GUARANTEES		100
Section 12.01. Guarantees		100
Section 12.02. Limitation on Liability		102
Section 12.03. Release of Note Guarantees		102
Section 12.04. Successors and Assigns		103
Section 12.05. No Waiver		103
Section 12.06. Modification		103
Section 12.07. Execution of Supplemental Indenture for Future Guarantors		103
Section 12.08. Non-Impairment		104
ARTICLE 13 MISCELLANEOUS		104
Section 13.01. Trust Indenture Act Controls		104
Section 13.02. Notices		104
Section 13.03. Communication by the Holders with Other Holders		105
Section 13.04. Certificate and Opinion as to Conditions Precedent		105
Section 13.05. Statements Required in Certificate or Opinion		105
Section 13.06. When Securities Disregarded		105
Section 13.07. Rules by Trustee, Paying Agent and Registrar		106
Section 13.08. Legal Holidays		106
Section 13.09. GOVERNING LAW		106
Section 13.10. No Recourse Against Others		106
Section 13.11. Successors		106
Section 13.12. Multiple Originals		106
Section 13.13. Table of Contents; Headings		106
Section 13.14. Indenture Controls		106
Section 13.15. Severability		106
iv

Appendix A – Provisions Relating to Original Securities and Exchange Securities
EXHIBIT INDEX

Exhibit A     —     Original Security

Exhibit B     —     Exchange Security

 v

CROSS-REFERENCE TABLE

TIA Section	Indenture Section
310(a)	7.10
(a)(2)	N.A
(a)(3)	N.A.
(a)(4)	N.A.
(b)	7.08; 7.10
(b)(1)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	N.A.
(b)	13.03
(c)	13.03
313(a)	7.06
(b)	7.06
(b)(1)	N.A.
(b)(2)	N.A.
(c)	N.A.
(d)	N.A.
314(a)	N.A.
(a)(4)	4.09
(b)	11.05
(b)(2)	11.05
vi

(c)(1)	N.A.
(c)(2)	N.A.
(c)(3)	N.A.
(d)	11.05
(e)	N.A.
(f)	N.A.
315(a)	N.A.
(b)	N.A.
(c)	N.A.
(d)	N.A.
(e)	N.A.
316(a)(last sentence)	N.A.
(a)(1)(A)	N.A.
(a)(1)(B)	N.A.
(a)(2)	N.A.
(b)	N.A.
317(a)(1)	N.A.
(a)(2)	N.A.
(b)	N.A.
318(a)	N.A.

N.A. Means Not Applicable.

Note: This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture.

vii 

          INDENTURE dated as of [     ], 2009 among New Pliant, a Delaware corporation (the “Company” or “Issuer”), the Guarantors named herein and [          ], a national banking association, as Trustee and Collateral Agent.

          Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (a) $250,000,000 aggregate principal amount of the Issuer’s 11 1/2% Senior Secured Notes due 2015 (the “Original Securities”) issued on the date hereof in the form of Exhibit A and (b) if and when issued as provided in the Registration Agreement (as defined in Appendix A hereto (the “Appendix”)) or otherwise registered under the Securities Act and issued, the Issuer’s 11 1/2% Senior Secured Notes due 2015 (the “Exchange Securities” and, together with the Original Securities, the “Securities”) issued in the Registered Exchange Offer (as defined in the Appendix) in exchange for any Original Securities or otherwise registered under the Securities Act and issued in the form of Exhibit B. The Original Securities and the Exchange Securities shall constitute a single series hereunder.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.01. Definitions.

          “Acquired Assets” means, at any calculation date, the portion of Total Assets attributable to Investments, acquisitions and mergers by the Issuer or any of its Restricted Subsidiaries after the Issue Date.

          “Acquired Indebtedness” means, with respect to any specified Person:

     (1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and

     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

          “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

          “Applicable Assets” means (a) Tangible Assets, plus (b) Acquired Assets.

          “Asset Sale” means:

     (1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of

a Sale/Leaseback Transaction) outside the ordinary course of business of the Issuer or any Restricted Subsidiary of the Issuer (each referred to in this definition as a “disposition”) or

     (2) the issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary of the Issuer) (whether in a single transaction or a series of related transactions),

          in each case other than:

     (a) a disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property or equipment in the ordinary course of business;

     (b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control;

     (c) any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.04;

     (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so disposed or issued have an aggregate Fair Market Value of less than $2.5 million in connection with any one transaction or series of related transactions; provided that, the Fair Market Value of all such dispositions of assets or issuances or sales of Equity Interests under this clause (d) shall not exceed $10 million in any fiscal year;

     (e) any disposition of property or assets, or the issuance of securities, by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to a Restricted Subsidiary of the Issuer;

     (f) any exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable or greater market value or usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole, as determined in good faith by the Issuer;

     (g) foreclosure on assets of the Issuer or any of its Restricted Subsidiaries;

     (h) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

     (i) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

2

     (j) any sale of inventory or other assets in the ordinary course of business;

     (k) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property;

     (l) a transfer of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing;

     (m) the sale of any property in a Sale/Leaseback Transaction within six months of the acquisition of such property; and

     (n) any disposition of inventory to give effect to a joint purchasing arrangement pursuant to the terms of the Intercompany Services Agreement.

          “Bank Indebtedness” means any and all amounts payable under or in respect of the Credit Agreement as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination of the Credit Agreement), including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof.

          “Bankruptcy Cases” means the voluntary cases commenced February 11, 2009 by the Debtors in the Bankruptcy Court under chapter 11 of the Bankruptcy Code.

          “Bankruptcy Code” means title 11 of the United States Code, as now in effect or hereafter amended, as applicable to the Bankruptcy Cases.

          “Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware or any other court with jurisdiction over the Bankruptcy Cases.

          “Berry” means Berry Plastics Corporation, a Delaware corporation.

          “Berry Investment” means the contribution of certain assets by Berry or its Affiliates (the “Berry Assets”) on the Issue Date in exchange for equity of New Pliant as contemplated by the Plan.

          “Board of Directors” means, as to any Person, the board of directors or managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof.

          “Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City.

3

          “Capital Stock” means:

     (1) in the case of a corporation, corporate stock or shares;

     (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

     (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

     (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

          “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

          “Cash Contribution Amount” means the aggregate amount of cash contributions made to the capital of the Issuer described in the definition of “Contribution Indebtedness.”

          “Cash Equivalents” means:

     (1) U.S. Dollars, pounds sterling, euros, the national currency of any member state in the European Union or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

     (2) securities issued or directly and fully guaranteed or insured by the U.S. government or any country that is a member of the European Union or any agency or instrumentality thereof in each case maturing, not more than two years from the date of acquisition;

     (3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250 million and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

     (4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

     (5) commercial paper issued by a corporation (other than an Affiliate of the Issuer) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably

4

equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

     (6) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

     (7) Indebtedness issued by Persons (other than the Sponsors or any of their Affiliates) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition; and

     (8) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above.

          “Certificate of Designations” means certificate of designations setting forth the terms, rights, obligations and preferences of the New Preferred Stock, which shall be consistent with the Plan and otherwise in form and substance reasonably acceptable to the Apollo Sponsors.

          “Change of Control” means the occurrence of any of the following events:

     (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Issuer and its Subsidiaries, taken as a whole, to a Person other than any of the Permitted Holders; or

     (2) the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Issuer or any direct or indirect parent of the Issuer; or

     (3) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Issuer (together with any new directors (i) selected in accordance with the Stockholder Agreement so long as such agreement is in effect or otherwise nominated by the Permitted Holders or (ii) whose election by the Board of Directors of the Issuer or whose nomination for election by the stockholders of the Issuer was approved by at least a majority of the members of the Board of Directors of the Issuer, then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved by the Board of Directors of the Issuer or in accordance with the Stockholder

5

Agreement or otherwise by the Permitted Holders) cease for any reason to constitute a majority of the Board of Directors of the Issuer then in office; or

     (4) the adoption of a plan relating to the liquidation or dissolution of the Issuer.

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Collateral” means all property subject or purported to be subject, from time to time, to a Lien under any Security Documents¹.

          “Company” means the party named as such in the Preamble to this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Securities.

          “consolidated” means, with respect to any Person, such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary shall be accounted for as an Investment.

          “Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

     (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount, the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest rate Hedging Obligations and excluding amortization of deferred financing fees and expensing of any bridge or other financing fees); plus

     (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus

     (3) commissions, discounts, yield and other fees and charges Incurred in connection with any Receivables Financing which are payable to Persons other than the Issuer and its Restricted Subsidiaries; minus

     (4) interest income for such period.

          “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that:

     (1) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income, expenses or charges (less all fees and expenses relating thereto), including, without limitation, any severance expenses, any expenses related to any reconstruction, recommissioning or reconfiguration of fixed assets for alternate uses, any fees, expenses or charges relating to new product lines, plant shutdown costs, acquisition integration

¹ [NTD: The Security Documents shall provide for a Lien on the Berry Assets as well as Pliant’s assets.]

6

costs and expenses or charges related to any Equity Offering, Permitted Investment, acquisition or incurrence of Indebtedness permitted to be Incurred by this Indenture (in each case, whether or not successful), including any such fees, expenses, charges or change in control payments related to the Transactions, in each case, shall be excluded;

     (2) any increase in amortization or depreciation or any one-time non-cash charges increases or reductions in Net Income, in each case resulting from purchase accounting in connection with the Transactions or any acquisition that is consummated after the Issue Date shall be excluded;

     (3) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

     (4) any net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal of discontinued operations shall be excluded;

     (5) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Issuer) shall be excluded;

     (6) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness shall be excluded;

     (7) the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period;

     (8) solely for the purpose of determining the amount available for Restricted Payments under clause (1) of the definition of Cumulative Credit, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein;

     (9) for the avoidance of doubt, Consolidated Net Income shall not include any cash outflows related to Preferred Stock dividends;

7

     (10) an amount equal to the amount of Tax Distributions actually made to any parent of such Person in respect of such period in accordance with Section 4.04(b)(xi) shall be included as though such amounts had been paid as income taxes directly by such Person for such period;

     (11) any non-cash impairment charges resulting from the application of Statement of Financial Accounting Standards (“SFAS”) Nos. 142 and 144 and the amortization of intangibles arising pursuant to SFAS No. 141 shall be excluded;

     (12) any non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded;

     (13) any (a) severance or relocation costs or expenses, (b) one-time non-cash compensation charges, (c) the costs and expenses after the Issue Date related to employment of terminated employees, (d) any costs or expenses associated with the Intercompany Services Agreement, (e) costs or expenses realized in connection with, resulting from or in anticipation of the Transactions or (f) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Issue Date of officers, directors and employees, in each case of such Person or any of its Restricted Subsidiaries, shall be excluded;

     (14) accruals and reserves that are established within 12 months after the Issue Date and that are so required to be established in accordance with GAAP shall be excluded;

     (15) solely for purposes of calculating EBITDA, (a) the Net Income of any Person and its Restricted Subsidiaries shall be calculated without deducting the income attributable to, or adding the losses attributable to, the minority equity interests of third parties in any non-wholly-owned Restricted Subsidiary except to the extent of dividends declared or paid in respect of such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties and (b) any ordinary course dividend, distribution or other payment paid in cash and received from any Person in excess of amounts included in clause (7) above shall be included;

     (16) (a) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included and (b) non-cash gains, losses, income and expenses resulting from fair value accounting required by SFAS No. 133 shall be excluded;

     (17) unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the applications of SFAS No. 52 shall be excluded; and

     (18) solely for the purpose of calculating Restricted Payments, the difference, if positive, of the Consolidated Taxes of the Issuer calculated in accordance with GAAP

8

and the actual Consolidated Taxes paid in cash by the Issuer during any Reference Period shall be included.

          Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries of the Issuer or a Restricted Subsidiary of the Issuer to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under clauses (5) and (6) of the definition of “Cumulative Credit.”

          “Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP, but excluding any such charge which consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any future period.

          “Consolidated Taxes” means provision for taxes based on income, profits or capital, including, without limitation, state, franchise and similar taxes and any Tax Distributions taken into account in calculating Consolidated Net Income.

          “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

     (1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

     (2) to advance or supply funds:

     (a) for the purchase or payment of any such primary obligation; or

     (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

     (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

          “Contribution Indebtedness” means Indebtedness of the Issuer or any Guarantor in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Issuer or such Guarantor after the Issue Date; provided that:

     (1) such cash contributions have not been used to make a Restricted Payment,

9

     (2) if the aggregate principal amount of such Contribution Indebtedness is greater than the aggregate amount of such cash contributions to the capital of the Issuer or such Guarantor, as the case may be, the amount in excess shall be Indebtedness (other than Secured Indebtedness) with a Stated Maturity later than the Stated Maturity of the Securities, and

     (3) such Contribution Indebtedness (a) is Incurred within 180 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officers’ Certificate on the Incurrence date thereof.

          “Credit Agreements” means (i) the Revolving Credit Agreement, and (ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by the Issuer to be included in the definition of “Credit Agreement,” one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

          “Cumulative Credit” means the sum of (without duplication):

     (1) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period, the “Reference Period”) or, in the event that Consolidated Net Income is a negative number, 100% of Consolidated Net Income, in each case from the beginning of the first full fiscal quarter commencing after the Issue Date to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, plus

     (2) 100% of the aggregate net proceeds, including cash and the Fair Market Value (as determined in good faith by the Issuer) of property other than cash, received by the Issuer after the Issue Date from the issue or sale of Equity Interests of the Issuer (excluding Refunding Capital Stock, Designated Preferred Stock, Disqualified Stock, Excluded Contributions and the Cash Contribution Amount), including Equity Interests issued upon conversion of Indebtedness or Disqualified Stock or upon exercise of warrants or options (other than an issuance or sale to a Restricted Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries), plus

     (3) 100% of the aggregate amount of contributions to the capital of the Issuer received in cash and the Fair Market Value (as determined in good faith by an Independent Financial Advisor and as evidenced by a written opinion therefrom) of property other than cash after the Issue Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, Disqualified Stock and the Cash Contribution Amount), plus

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     (4) [Reserved], plus

     (5) 100% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash and the Fair Market Value (as determined in good faith by an Independent Financial Advisor and as evidenced by a written opinion therefrom) of property other than cash received by the Issuer or any Restricted Subsidiary after the Issue Date from:

     (a) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary of the Issuer) of Restricted Investments made by the Issuer and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer and its Restricted Subsidiaries by any Person (other than the Issuer or any of its Restricted Subsidiaries) and from repayments of loans or advances which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to clause (vii) or (x) of Section 4.04(b)),

     (b) the sale (other than to the Issuer or a Restricted Subsidiary of the Issuer) of the Capital Stock of an Unrestricted Subsidiary, or

     (c) a distribution or dividend from an Unrestricted Subsidiary, plus

     (6) in the event any Unrestricted Subsidiary of the Issuer has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer, in each case after the Issue Date, the Fair Market Value (as determined in good faith by the Issuer or, if such Fair Market Value may exceed $25.0 million, in writing by an Independent Financial Advisor) of the Investment of the Issuer in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after taking into account any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to clause (vii) or (x) of Section 4.04(b) or constituted a Permitted Investment).

          “Debtors” means, individually or collectively, Pliant, Pliant Corporation International, Uniplast Holdings, Inc., Pliant Film Products of Mexico, Inc., Pliant Packaging of Canada, LLC, Alliant Company LLC, Uniplast U.S., Inc., Uniplast Industries Co., and Pliant Corporation of Canada Ltd.

          “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

          “Designated Preferred Stock” means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock), as applicable, that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or

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trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof.

          “Destruction” means any damage to, loss or destruction of all or any portion of the Collateral.

          “Disclosure Statement” means that certain disclosure statement relating to the Plan, including, without limitation, all exhibits and schedules thereto, as the same may be amended, supplemented or otherwise modified from time to time, as approved by the Bankruptcy Court pursuant to Section 1125 of the Bankruptcy Code.

          “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:

     (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Capital Stock than the asset sale or change of control provisions applicable to the Securities and any purchase requirement triggered thereby may not become operative until compliance with the asset sale and change of control provisions applicable to the Securities (including the purchase of any Securities tendered pursuant thereto)),

     (2) is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person, or

     (3) is redeemable at the option of the holder thereof, in whole or in part,

in each case prior to 91 days after the maturity date of the Securities; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

          “Domestic Subsidiary” means a Restricted Subsidiary that is not a Foreign Subsidiary or a Qualified CFC Holding Company.

          “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

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     (1) Consolidated Taxes; plus

     (2) Consolidated Interest Expense; plus

     (3) Consolidated Non-cash Charges; plus

     (4) all non-cash and up to $15 million in any consecutive four-quarter period of cash business optimization expenses and other restructuring charges or expenses (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, plant closures, retention, systems establishment costs and excess pension charges); provided that with respect to each business optimization expense or other restructuring charge, the Issuer shall have delivered to the Trustee an Officers’ Certificate specifying and quantifying such expense or charge and stating that such expense or charge is a business optimization expense or other restructuring charge, as the case may be; plus

     (5) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsors (or any accruals relating to such fees and related expenses) during such period pursuant to the terms of the agreements between the Sponsors and the Issuer and its Subsidiaries;

     less, without duplication,

     (6) non-cash items increasing Consolidated Net Income for such period (excluding the recognition of deferred revenue or any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period and any items for which cash was received in a prior period).

          “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

          “Equity Offering” means any public or private sale after the Issue Date of common stock or Preferred Stock of the Issuer or any direct or indirect parent of the Issuer, as applicable (other than Disqualified Stock), other than:

     (1) public offerings with respect to the Issuer’s or such direct or indirect parent’s common stock registered on Form S-8; and

     (2) any such public or private sale that constitutes an Excluded Contribution.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

          “Excluded Contributions” means the Cash Equivalents or other assets (valued at their Fair Market Value as determined in good faith by senior management or the Board of Directors of the Issuer) received by the Issuer after the Issue Date from:

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     (1) contributions to its common equity capital, and

     (2) the sale (other than to a Subsidiary of the Issuer or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on or promptly after the date such capital contributions are made or the date such Capital Stock is sold, as the case may be.

          “Existing First Lien Notes” means (a) the 11.85% Senior Secured Notes due 2009 and (b) the remaining 11.35% Senior Secured Notes due 2009, each issued under the Existing First Lien Notes Indenture.

          “Existing First Lien Notes Indenture” means that certain Amended and Restated Indenture (as amended and restated as of May 6, 2005, supplemented, and modified from time to time) dated as of February 17, 2004, among Old Pliant, as issuer, and Wilmington Trust Company, as indenture trustee, including all agreements, documents, notes, instruments, and any other agreements delivered thereto or in connection therewith.

          “Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

          “First Priority Lien Obligations” means (i) all Secured Bank Indebtedness, (ii) all other Obligations (not constituting Indebtedness) of the Issuer and its Restricted Subsidiaries under the agreements governing Secured Bank Indebtedness, (iii) the Note Obligations and (iv) all other Obligations of the Issuer or any of its Restricted Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services, in each case owing to a Person that is a holder of Indebtedness described in clause (i) or Obligations described in clause (ii) or an Affiliate of such holder at the time of entry into such Hedging Obligations or Obligations in respect of cash management services; provided, in the case of this clause (iv) that such Obligations are secured on a pari passu basis with the Indebtedness described in clause (i) or Obligations described in clause (ii), as applicable.

          “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other than in the case of revolving credit borrowings or revolving advances under any Qualified Receivables Financing, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be

14

calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

          For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that the Issuer or any of its Restricted Subsidiaries has determined to make and/or made after the Issue Date and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations (including the Transactions) discontinued operations and operational changes (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, consolidation or operational change had occurred at the beginning of the applicable four-quarter period.

          For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in an Officers’ Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions) during the two-year period following such event, in an amount not to exceed with respect to such pro forma event, (a) for the first four fiscal quarters following occurrence of such pro forma event, 25% of EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available calculated on a pro forma basis as if the pro forma event had occurred on the first day of the four-quarter reference period (without giving effect to unachieved operating expense reductions or other unachieved operating improvements or synergies in connection with such pro forma event), and (b) for the fifth through eighth fiscal quarters following the occurrence of such pro forma event, 10% of EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available.

          If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be

15

deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

          “Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

     (1) Consolidated Interest Expense of such Person for such period, and

     (2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries.

          “Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state or territory thereof or the District of Columbia and any direct or indirect subsidiary of such Restricted Subsidiary.

          “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.

          “Guarantee” means any guarantee of the obligations of the Issuer under this Indenture and the Securities by any Person in accordance with the provisions of this Indenture.

          “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

          “Guarantor” means any Person that Incurs a Guarantee; provided that upon the release or discharge of such Person from its Guarantee in accordance with this Indenture, such Person shall cease to be a Guarantor.

          “Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

     (1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

16

     (2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

          “Holder” means the Person in whose name a Security is registered on the Registrar’s books.

          “Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary. The term “Incurrence” shall have a corresponding meaning.

          “Indebtedness” means, with respect to any Person:

     (1) the principal and premium (if any) of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, except any such balance that constitutes a trade payable or similar obligation to a trade creditor due within six months from the date on which it is Incurred, in each case Incurred in the ordinary course of business, which purchase price is due more than six months after the date of placing the property in service or taking delivery and title thereto, (d) in respect of Capitalized Lease Obligations, or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

     (2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business);

     (3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person; and

     (4) to the extent not otherwise included, with respect to the Issuer and its Restricted Subsidiaries, the amount then outstanding (i.e., advanced, and received by, and available for use by, the Issuer or any of its Restricted Subsidiaries) under any Receivables Financing (as set forth in the books and records of the Issuer or any Restricted Subsidiary and confirmed by the agent, trustee or other representative of the institution or group providing such Receivables Financing);

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business and not in respect

17

of borrowed money; (b) deferred or prepaid revenues; (c) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; or (d) Obligations under or in respect of Qualified Receivables Financings.

          Notwithstanding anything in this Indenture to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of SFAS No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Indenture but for the application of this sentence shall not be deemed an Incurrence of Indebtedness under this Indenture.

          “Indenture” means this Indenture as amended or supplemented from time to time.

          “Independent Financial Advisor” means an independent accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing, that is, in the good faith determination of the Issuer, qualified to perform the task for which it has been engaged.

          “Intangible Assets” means goodwill, patents, trademarks and all other intangible assets, as determined in accordance with GAAP and reflected on the most recent quarterly balance sheet of the Issuer, excluding any such goodwill, patents, trademarks and other intangible assets that are Acquired Assets.

          “Intercompany Services Agreement” means the agreement between Berry and New Pliant for the provision of administrative and procurement services, dated as of [ ], as amended, supplemented or otherwise modified from time to time.

          “Intercreditor Agreement” means the Agreement, dated as of [ ], between the [collateral agent] for the Revolving Credit Agreement, the Issuer, certain Subsidiaries of the Issuer party thereto, and the Trustee, as amended, supplemented or otherwise modified from time to time.

          “Intercreditor Agreements” means the Intercreditor Agreement and any other intercreditor agreements entered into in connection with the incurrence of other secured obligations permitted to be incurred pursuant to the terms hereof, provided that the terms and provisions of any such other intercreditor agreement are not inconsistent with the terms of the Security Documents, the Intercreditor Agreement, Section 4.12 and Article 11 of this Indenture.

          “Investment Grade Rating” means a rating equal to or higher than Baa1 (or the equivalent) by Moody’s and BBB+ (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

          “Investment Grade Securities” means:

     (1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents);

18

     (2) securities that have a rating equal to or higher than Baa1 (or equivalent) by Moody’s or BBB+ (or equivalent) by S&P, or an equivalent rating by any other Rating Agency, but excluding any debt securities or loans or advances between and among the Issuer and its Subsidiaries;

     (3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution; and

     (4) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

          “Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04:

     (1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

     (a) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation, less

     (b) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer.

          “Issue Date” means the date on which the Original Securities are issued.

          “Issuer” means the party named as such in the Preamble to this Indenture, until a successor replaces it and, thereafter, means the successor, in accordance with Section 5.01.

          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed,

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recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or any equivalent statute of any jurisdiction)); provided that in no event shall an operating lease be deemed to constitute a Lien.

          “Management Group” means the group consisting of the directors, executive officers and other management personnel of the Issuer or any direct or indirect parent of the Issuer, as the case may be, on the Issue Date together with (1) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of the Issuer or any direct or indirect parent of the Issuer, as applicable, was approved by a vote of a majority of the directors of the Issuer or any direct or indirect parent of the Issuer, as applicable, then still in office who were either directors on the Issue Date or whose election or nomination was previously so approved and (2) executive officers and other management personnel of the Issuer or any direct or indirect parent of the Issuer, as applicable, hired at a time when the directors on the Issue Date together with the directors so approved constituted a majority of the directors of the Issuer or any direct or indirect parent of the Issuer, as applicable.

          “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

          “Mortgages” means the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents delivered with respect to Real Property subject to mortgages, as amended, supplemented or otherwise modified from time to time.

          “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

          “Net Insurance Proceeds” means the insurance proceeds (excluding liability insurance proceeds payable to the Trustee for any loss, liability or expense incurred by it and excluding the proceeds of business interruption insurance) or condemnation awards actually received by the Issuer or any Restricted Subsidiary as a result of the Destruction or Taking of all or any portion of the Collateral, net of:

     (1) reasonable out-of-pocket expenses and fees relating to such Taking or Destruction (including, without limitation, expenses of attorneys and insurance adjusters); and

     (2) repayment of Indebtedness that is secured by the property or assets that are the subject of such Taking or Destruction.

          “Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received

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in any other non-cash form), net of the direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 4.11(b)(i)) to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

          “New Cash Contribution” means the contribution of cash to the capital of the Issuer on the Issue Date in the amount of $[                    ] to the capital of New Pliant in connection with the rights offering described in the Plan and Disclosure Statement.

          “New Common Stock” means the shares of New Pliant common stock, par value $0.001 per share.

          “New Preferred Stock” means the shares of New Pliant preferred stock, par value $[                    ] per share, having the terms, rights, obligations and preferences set forth in the Certificate of Designations.

          “Note Obligations” means any Obligations in respect of the Securities, this Indenture or the Security Documents, including, for the avoidance of doubt, obligations in respect of Exchange Securities and guarantees thereof.

          “Notes Collateral Agent” means the Trustee in its capacity as the “Collateral Agent” under this Indenture and under the Security Documents and any successor thereto in such capacity.

          “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the Securities shall not include fees or indemnifications in favor of the Trustee, the Notes Collateral Agent and other third parties other than the Holders of the Securities.

          “Officer” means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

          “Officers’ Certificate” means a certificate signed on behalf of the Issuer by two Officers of the Issuer, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer that meets the requirements set forth in this Indenture.

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          “Old Pliant” means Pliant Corporation, a Utah corporation.

          “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.

          “Permitted Holders” means, at any time, each of (i) the Sponsors and (ii) the Management Group. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made and, to the extent required pursuant to the terms hereof, consummated in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

          “Permitted Investments” means:

     (1) any Investment in the Issuer or any Restricted Subsidiary;

     (2) any Investment in Cash Equivalents or Investment Grade Securities;

     (3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of the Issuer, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer;

     (4) any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 4.06 or any other disposition of assets not constituting an Asset Sale;

     (5) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date;

     (6) advances to employees, taken together with all other advances made pursuant to this clause (6), not to exceed $10.0 million at any one time outstanding;

     (7) any Investment acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

     (8) Hedging Obligations permitted under Section 4.03(b)(x);

     (9) any Investment by the Issuer or any of its Restricted Subsidiaries in a Similar Business having an aggregate Fair Market Value, taken together with all other

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Investments made pursuant to this clause (9) that are at that time outstanding, not to exceed the greater of (x) $25.0 million and (y) 4.0% of Applicable Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be a Restricted Subsidiary;

     (10) additional Investments by the Issuer or any of its Restricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed the greater of (x) $25.0 million and (y) 4.0% of Applicable Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

     (11) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case Incurred in the ordinary course of business, not to exceed $3.0 million at any one time outstanding;

     (12) Investments the payment for which consists of Equity Interests of the Issuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (C) of the definition of “Cumulative Credit”;

     (13) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 4.07(b) (except transactions described in clauses (ii), (vi), (vii) and (xi)(B) of such Section);

     (14) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

     (15) guarantees issued in accordance with Sections 4.03 and 4.11;

     (16) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

     (17) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness; provided, however, that any Investment in a Receivables Subsidiary is in

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the form of a Purchase Money Note, contribution of additional receivables or an Equity Interest;

     (18) additional Investments in joint ventures of the Issuer or any of its Restricted Subsidiaries existing on the Issue Date not to exceed at any one time in the aggregate outstanding, $12.5 million; and

     (19) Investments of a Restricted Subsidiary of the Issuer acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with the Issuer or a Restricted Subsidiary of the Issuer in a transaction that is not prohibited by Section 5.01 after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation.

          “Permitted Liens” means, with respect to any Person:

     (1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

     (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

     (3) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings;

     (4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

     (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

     (6) (A) Liens on assets of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of such Restricted Subsidiary, permitted to be Incurred pursuant to

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Section 4.03 and (B) Liens securing an aggregate principal amount of First Priority Lien Obligations not to exceed the greater of (x) the aggregate amount of Indebtedness permitted to be incurred pursuant to clause (i) of Section 4.03(b) and (y) the maximum principal amount of Indebtedness that, as of the date such Indebtedness was Incurred, and after giving effect to the Incurrence of such Indebtedness and the application of proceeds therefrom on such date would not cause the Secured Indebtedness Leverage Ratio of the Issuer to exceed 3.25 to 1.00 and (C) Liens securing Indebtedness permitted to be Incurred pursuant to clause (iv), (xii) or (xx) of Section 4.03(b) (provided that in the case of clause (xx), such Lien does not extend to the property or assets of any Subsidiary of the Issuer other than a Foreign Subsidiary);

     (7) Liens existing on the Issue Date (including after giving effect to the Transactions);

     (8) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary of the Issuer;

     (9) Liens on assets or property at the time the Issuer or a Restricted Subsidiary of the Issuer acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary of the Issuer; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary of the Issuer;

     (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary of the Issuer permitted to be Incurred in accordance with Section 4.03;

     (11) Liens securing Hedging Obligations not incurred in violation of this Indenture; provided that with respect to Hedging Obligations relating to Indebtedness, such Lien extends only to the property securing such Indebtedness;

     (12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

     (13) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries;

     (14) Liens arising from financing statement filings under the Uniform Commercial Code or equivalent statute of another jurisdiction regarding operating leases

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entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

     (15) Liens in favor of the Issuer or any Restricted Subsidiary;

     (16) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing;

     (17) Ground leases in respect of real property on which facilities owned or leased by the Company or nay of its Restricted Subsidiaries are located;

     (18) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods;

     (19) Leases or subleases granted to other Persons and not interfering in any material respect with the business of the Company and its Restricted Subsidiaries, taken as a whole;

     (20) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of setoff or similar rights;

     (21) deposits made in the ordinary course of business to secure liability to insurance carriers;

     (22) Liens on the Equity Interests of Unrestricted Subsidiaries;

     (23) grants of software and other technology licenses in the ordinary course of business;

     (24) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6)(B), (7), (8), (9), (10), (11) and (15); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6)(B), (7), (8), (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; provided further, however, that in the case of any Liens to secure any refinancing, refunding, extension or renewal of Indebtedness secured by a Lien referred to in clause (6)(B), the principal amount of any Indebtedness Incurred for such refinancing, refunding, extension or renewal shall be deemed secured by a Lien under clause (6)(B) and not this clause (24) for purposes of determining the principal amount of Indebtedness outstanding under clause (6)(B), for purposes of clause (1) under Section 11.04(a) and for purposes of the definition of Secured Bank Indebtedness;

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     (25) Liens on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to the Issuer’s or such Restricted Subsidiary’s client at which such equipment is located;

     (26) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

     (27) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

     (28) Liens incurred to secure cash management services in the ordinary course of business;

     (29) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $25.0 million at any one time outstanding;

     (30) Liens securing Indebtedness or other obligations permitted to be Incurred in accordance with Section 4.03(b)(ii); and

     (31) Liens on the Collateral in favor of any collateral agent relating to such collateral agent’s administrative expenses with respect to the Collateral.

          “Person,” or “Persons,” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

          “Plan” means the chapter 11 joint plan of reorganization filed by the Sponsors and Debtors in the Bankruptcy Cases [Docket No. ], dated as of August [ ], 2009, including exhibits and all supplements, appendices and schedules thereto, as the same may be altered, amended or modified from time to time in accordance with the provisions of such Plan and the Bankruptcy Code.

          “Pliant” means Pliant Corporation, a Delaware corporation, debtor-in-possession in the Bankruptcy Cases pending in the Bankruptcy Court.

          “Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

          “Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable, from the Issuer or any Subsidiary of the Issuer to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a contribution of equity.

          “Qualified CFC Holding Company” shall mean a Wholly Owned Subsidiary of the Issuer or a Guarantor that is a limited liability company, the primary asset of which consists

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of Equity Interests in either (i) a Foreign Subsidiary or (ii) a limited liability company the primary asset of which consists of Equity Interests in a Foreign Subsidiary.

          “Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

     (1) the Board of Directors of the Issuer shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Receivables Subsidiary;

     (2) all sales of accounts receivable and related assets to the Receivables Subsidiary are made at Fair Market Value (as determined in good faith by the Issuer); and

     (3) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings.

          The grant of a security interest in any accounts receivable of the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure Bank Indebtedness, Indebtedness in respect of the Securities or any Refinancing Indebtedness with respect to the Securities shall not be deemed a Qualified Receivables Financing.

          “Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Securities for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer or any direct or indirect parent of the Issuer as a replacement agency for Moody’s or S&P, as the case may be.

          “Real Property” means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by the Issuer or any Guarantor, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures incidental to the ownership or lease thereof.

          “Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interests issued or sold in connection with, and all other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.

          “Receivables Financing” means any transaction or series of transactions that may be entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Issuer or any of its Subsidiaries); and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts

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receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with such accounts receivable.

          “Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

          “Receivables Subsidiary” means a Wholly Owned Restricted Subsidiary of the Issuer (or another Person formed for the purposes of engaging in Qualified Receivables Financing with the Issuer in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any Subsidiary of the Issuer transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Issuer and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary and:

     (1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Issuer or any other Subsidiary of the Issuer (excluding guarantees of obligations (other than the principal of and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Issuer or any other Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Issuer or any other Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

     (2) with which neither the Issuer nor any other Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other than on terms which the Issuer reasonably believes to be no less favorable to the Issuer or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer; and

     (3) to which neither the Issuer nor any other Subsidiary of the Issuer has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

          Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

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          “Reference Period” has the meaning given to such term in the definition of “Cumulative Credit” in Section 1.01 of this Indenture.

          “Responsible Officer” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) with direct responsibility for administration of this Indenture and also means, with respect to a particular corporate trust matter, any officer to whom such matter is referred because of his knowledge and familiarity with the particular subject.

          “Restricted Investment” means an Investment other than a Permitted Investment.

          “Restricted Subsidiary” means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Issuer.

          “Revolving Credit Agreement” means the [Exit Facility Credit Agreement], dated as of the date hereof, by and among the Issuer, certain Subsidiaries of the Issuer, [___] as administrative agent and the other lenders party thereto, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof.

          “Revolving Facility Collateral” has the meaning assigned to such term in the Intercreditor Agreement.

          “Revolving Facility Obligations” has the meaning assigned to such term in the Intercreditor Agreement.

          “Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary transfers such property to a Person and the Issuer or such Restricted Subsidiary leases it from such Person, other than leases between the Issuer and a Restricted Subsidiary of the Issuer or between Restricted Subsidiaries of the Issuer.

          “S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof.

          “SEC” means the Securities and Exchange Commission.

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          “Secured Bank Indebtedness” means the (i) [Revolving Facility Obligations]² and (ii) any Bank Indebtedness that is secured by a Permitted Lien incurred or deemed incurred pursuant to clause (6)(B) of the definition of Permitted Lien.

          “Secured Indebtedness” means any Indebtedness secured by a Lien.

          “Secured Indebtedness Leverage Ratio” means with respect to any Person at any date, the ratio of (i) (a) Secured Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) that constitutes First Priority Lien Obligations minus (b) the aggregate amount of Unrestricted Cash of such Person and its Restricted Subsidiaries as of such date to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred. In the event that the Issuer or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Secured Leverage Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect, pursuant to an Officers’ Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time.

          For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that the Issuer or any of its Restricted Subsidiaries has determined to make and/or made after the Issue Date and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Secured Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations (including the Transactions), discontinued operations and other operational changes (and the change of any associated Indebtedness and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, consolidation or operational change had occurred at the beginning of the applicable four-quarter period.

² NTD: to be conformed to defined term in Intercreditor Agreement.

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          For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in an Officers’ Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions) during the two-year period following such event, in an amount not to exceed with respect to such pro forma event, (a) for the first four fiscal quarters following occurrence of such pro forma event, 25% of EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available calculated on a pro forma basis as if the pro forma event had occurred on the first day of the four-quarter reference period (without giving effect to unachieved operating expense reductions or other unachieved operating improvements or synergies in connection with such pro forma event), and (b) for the fifth through eighth fiscal quarters following the occurrence of such pro forma event, 10% of EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available.

          “Securities,” or “Security,” has the meaning assigned to it in the Preamble.

          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

          “Security Documents” means the security agreements, pledge agreements, collateral assignments, Mortgages and related agreements, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating the security interests in favor of the Notes Collateral Agent in the Collateral as contemplated by this Indenture.

          “Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

          “Similar Business” means a business, the majority of whose revenues are derived from the activities of the Issuer and its Subsidiaries as of the Issue Date or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

          “Sponsors” means (1) Apollo Management, L.P. and any of its respective Affiliates (collectively, the “Apollo Sponsors”) and (2) any Person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) with any Apollo Sponsors, provided that any Apollo Sponsor (x) owns a majority of the voting power and (y) controls a majority of the Board of Directors of the Issuer.

          “Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to be customary in a Receivables Financing including, without limitation, those relating to the servicing of the assets

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of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

          “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

          “Stockholder Agreement” means the Agreement, dated as of [ ], 2009, by and among the Company, [Berry] and certain stockholders of the Company, as amended, supplemented or otherwise modified from time to time.

          “Subordinated Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Securities, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to its Guarantee.

          “Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

          “Taking” means any taking of all or any portion of the Collateral by condemnation or other eminent domain proceedings, pursuant to any law, general or special, or by reason of the temporary requisition of the use or occupancy of all or any portion of the Collateral by any governmental authority, civil or military, or any sale pursuant to the exercise by any such governmental authority of any right which it may then have to purchase or designate a purchaser or to order a sale of all or any portion of the Collateral.

          “Tangible Assets” means Total Assets, minus (i) Acquired Assets and (ii) Intangible Assets.

          “Tax Distributions” means any distributions described in Section 4.04(b)(xii).

          “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of this Indenture.

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          “Total Assets” means the total consolidated assets of the Issuer and its Restricted Subsidiaries, as determined in accordance with GAAP and reflected on the most recent quarterly balance sheet of the Issuer.

          “Transactions” means all transactions contemplated under the Plan and Disclosure Statement, including the issuance of New Common Stock to the Sponsors and the other initial stockholders of New Pliant, the New Cash Contribution, the Berry Investment, the issuance of shares of New Preferred Stock to Holders of the Existing First Lien Notes, the issuance of the Securities to Holders of Existing First Lien Notes and borrowings made pursuant to the Revolving Credit Agreement and, in each case, all transactions contemplated or undertaken in connection with any of the foregoing.

          “Trust Officer” means:

     (1) any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject, and

     (2) who shall have direct responsibility for the administration of this Indenture.

          “Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

          “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.

          “Unrestricted Cash” means, with respect to any Person at any date, domestic cash or Cash Equivalents of such Person or foreign cash or Cash Equivalents of such person to the extent that such foreign cash or Cash Equivalents could be repatriated to the United States without material adverse tax or legal consequences, in each case that would not appear as “restricted” on a consolidated balance sheet of such Person.

          “Unrestricted Subsidiary,” or “Unrestricted Subsidiaries,” means:

     (1) any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

     (2) any Subsidiary of an Unrestricted Subsidiary.

          The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless, at the time of designation, such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or

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any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided further, however, that either:

     (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or

     (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04.

          The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

     (a) (x) the Issuer could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) or (y) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and

     (b) no Event of Default shall have occurred and be continuing.

          Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

          “U.S. Government Obligations” means securities that are:

     (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

     (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government

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Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

          “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

          “Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

          “Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

          “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares required to be held by Foreign Subsidiaries) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

          Section 1.02. Other Definitions.

Term	Defined in Section
“Apollo Sponsors”	1.01 (definition of “Sponsors”)
“Asset Sale Offer”	4.06(b)
“Additional Interest”	Appendix A
“Affiliate Transaction”	4.07
“Appendix”	Preamble
“Bankruptcy Law”	6.01
“Change of Control Offer”	4.08
“covenant defeasance option”	8.01(c)
“Covenant Suspension Event”	4.16
“Custodian”	6.01
“Definitive Security”	Appendix A
“Definitive Securities”	Appendix A
“Depository”	Appendix A
“Event of Default”	6.01
“Excess Proceeds”	4.06
“Exchange Securities”	Preamble
“Global Securities”	Appendix A
“Global Securities Legend”	Appendix A
“Guaranteed Obligations”	12.01(a)
“incorporated provision”	13.01
“Initial Holders”	Appendix A

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Term	Defined in Section
“legal defeasance option”	8.01(c)
“Notice of Default”	6.01(k)
“Offer Period”	4.06(d)
“Original Securities”	Preamble
“Paying Agent”	2.04(a)
“Plan Securities”	Appendix A
“Plan Securities Legend”	Appendix A
“Protected Purchaser”	2.08(b)
“Refinancing Indebtedness”	4.03(b)
“Refunding Capital Stock”	4.04(b)
“Registered Exchange Offer”	Appendix A
“Registration Agreement”	Appendix A
“Registrar”	2.04(a)
“Regulation S”	Appendix A
“Restricted Payment”	4.04(a)(iv)
“Restricted Payments”	4.04(a)(iv)
“Retired Capital Stock”	4.04(b)
“Reversion Date”	4.16(c)
“Rule 501”	Appendix A
“Rule 144A”	Appendix A
“Secured Leverage Calculation Date”	1.01 (definition of “Secured
	Indebtedness Leverage Ratio”)
“Securities Custodian”	Appendix A
“Shelf Registration Statement”	Appendix A
“Successor Company”	5.01(a)
“Successor Guarantor”	5.01(b)
“Suspended Covenant”	4.16(b)
“Suspension Period”	4.16(c)
“Transfer”	5.01(b)

          Section 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture incorporates by reference certain provisions of the TIA. The following TIA terms have the following meanings:

          “indenture securities” means the Securities and the Guarantees.

          “indenture trustee” or “institutional trustee” means the Trustee.

          “obligor” on the indenture securities means the Issuer, the Guarantors and any other obligor on the Securities.

          All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

          Section 1.04. Rules of Construction. Unless the context otherwise requires:

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     (a) a term has the meaning assigned to it;

     (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

     (c) “or” is not exclusive;

     (d) “including” means including without limitation;

     (e) words in the singular include the plural and words in the plural include the singular;

     (f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;

     (g) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;

     (h) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater;

     (i) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP;

     (j) “$” and “U.S. Dollars” each refer to United States dollars, or such other money of the United States of America that at the time of payment is legal tender for payment of public and private debts; and

     (k) whenever in this Indenture or the Securities there is mentioned, in any context, principal, interest or any other amount payable under or with respect to any Securities, such mention shall be deemed to include mention of the payment of Additional Interest, to the extent that, in such context, Additional Interest are, were or would be payable in respect thereof.

ARTICLE 2

THE SECURITIES

          Section 2.01. Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $250,000,000. All Securities shall be substantially identical except as to denomination. The Securities shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

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          Section 2.02. Form and Dating. Provisions relating to the Securities are set forth in the Appendix, which is hereby incorporated into and expressly made a part of this Indenture. The Original Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Security shall be dated the date of its authentication. The Securities shall be issuable only in registered form without interest coupons and in minimum denominations of $2,000 and any integral multiples of $1,000.

          Section 2.03. Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $250,000,000, and (b) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Original Securities exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Original Securities or Exchange Securities.

          One Officer shall sign the Securities for the Issuer by manual or facsimile signature.

          If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

          A Security shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

          The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

          Section 2.04. Registrar and Paying Agent. (a) The Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and

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exchange. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuer initially appoints the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.

          (b) The Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

          (c) The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

          Section 2.05. Paying Agent to Hold Money in Trust. Prior to each due date of the principal of and interest on any Security, the Issuer shall deposit with each Paying Agent (or if the Issuer or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by a Paying Agent for the payment of principal of and interest on the Securities, and shall notify the Trustee of any default by the Issuer in making any such payment. If the Issuer or a Wholly Owned Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it in trust for the benefit of the Persons entitled thereto. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.05, a Paying Agent shall have no further liability for the money delivered to the Trustee.

          Section 2.06. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

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          Section 2.07. Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed.

          Prior to the due presentation for registration of transfer of any Security, the Issuer, the Guarantors, the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuer, any Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

          Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

          All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

          Section 2.08. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8 405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8 303 of the Uniform Commercial Code (a “Protected Purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such

41

Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof.

          Every replacement Security is an additional obligation of the Issuer.

          The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Securities.

          Section 2.09. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.09 as not outstanding. Subject to Section 13.06, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security.

          If a Security is replaced pursuant to Section 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Security is held by a Protected Purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.08.

          If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

          Section 2.10. Temporary Securities. In the event that Definitive Securities are to be issued under the terms of this Indenture, until such Definitive Securities are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of Definitive Securities but may have variations that the Issuer considers appropriate for temporary Securities. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Securities and make them available for delivery in exchange for temporary Securities upon surrender of such temporary Securities at the office or agency of the Issuer, without charge to the Holder. Until such exchange, temporary Securities shall be entitled to the same rights, benefits and privileges as Definitive Securities.

          Section 2.11. Cancellation. The Issuer at any time may deliver Securities to the Trustee for cancellation. The Registrar and each Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment or cancellation and shall dispose of canceled Securities in accordance with its customary procedures. The Issuer may not issue new Securities to replace Securities it has

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redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Securities in place of canceled Securities other than pursuant to the terms of this Indenture.

          Section 2.12. Defaulted Interest. If the Issuer defaults in a payment of interest on the Securities, the Issuer shall pay the defaulted interest then borne by the Securities (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each affected Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

          Section 2.13. CUSIP Numbers, ISINs, etc. The Issuer in issuing the Securities may use CUSIP numbers, ISINs and “Common Code” numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers, either as printed on the Securities or as contained in any notice of a redemption that reliance may be placed only on the other identification numbers printed on the Securities and that any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall advise the Trustee of any change in the CUSIP numbers, ISINs and “Common Code” numbers.

          Section 2.14. Calculation of Principal Amount of Securities. The aggregate principal amount of the Securities, at any date of determination, shall be the principal amount of the Securities outstanding at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Securities, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Securities, the Holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Securities then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09 and Section 13.06 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuer and delivered to the Trustee pursuant to an Officers’ Certificate.

ARTICLE 3

REDEMPTION

          Section 3.01. Redemption. The Securities may be redeemed, in whole, or from time to time in part, subject to the conditions and at the redemption prices set forth in Paragraph 5 of the form of Securities set forth in Exhibit A and Exhibit B hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to the redemption date.

          Section 3.02. Applicability of Article. Redemption of Securities at the election of the Issuer or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article.

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          Section 3.03. Notices to Trustee. If the Issuer elects to redeem Securities pursuant to the optional redemption provisions of Paragraph 5 of the Security, it shall notify the Trustee in writing of (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Securities to be redeemed and (iv) the redemption price. The Issuer shall give notice to the Trustee provided for in this Paragraph at least 30 days but not more than 60 days before a redemption date if the redemption is pursuant to Paragraph 5 of the Security, unless a shorter period is acceptable to the Trustee. Such notice shall be accompanied by an Officers’ Certificate and Opinion of Counsel from the Issuer to the effect that such redemption will comply with the conditions herein. If fewer than all the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Issuer and given to the Trustee, which record date shall be not fewer than 15 days after the date of notice to the Trustee. Any such notice may be canceled at any time prior to notice of such redemption being sent to any Holder and shall thereby be void and of no effect.

          Section 3.04. Selection of Securities to Be Redeemed. In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee on a pro rata basis to the extent practicable; provided that no Securities of $2,000 or less shall be redeemed in part. The Trustee shall make the selection from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $2,000. Securities and portions of them the Trustee selects shall be in amounts of $2,000 or any integral multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Issuer promptly of the Securities or portions of Securities to be redeemed.

          Section 3.05. Notice of Optional Redemption. (a) At least 30 days but not more than 60 days before a redemption date pursuant to Paragraph 5 of the Security, the Issuer shall mail or cause to be mailed by first-class mail or cause to be sent electronically a notice of redemption to each Holder whose Securities are to be redeemed.

          Any such notice shall identify the Securities to be redeemed and shall state:

          (i) the redemption date;

          (ii) the redemption price and the amount of accrued interest to the redemption date;

          (iii) the name and address of the Paying Agent;

          (iv) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus accrued interest;

          (v) if fewer than all the outstanding Securities are to be redeemed, the certificate numbers and principal amounts of the particular Securities to be redeemed, the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities to be outstanding after such partial redemption;

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          (vi) that, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date;

          (vii) the CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Securities being redeemed; and

          (viii) that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or “Common Code” number, if any, listed in such notice or printed on the Securities.

          (b) At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall provide the Trustee with the information required by this Section 3.05 at least one Business Day prior to the date such notice is to be provided to Holders and such notice may not be canceled.

          Section 3.06. Effect of Notice of Redemption. Once notice of redemption is mailed or sent in accordance with Section 3.05, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice, except as provided in the final sentence of Paragraph 5 of the Securities. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest, to, but not including, the redemption date; provided, however, that if the redemption date is after a regular record date and on or prior to the interest payment date, the accrued interest shall be payable to the Holder of the redeemed Securities registered on the relevant record date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

          Section 3.07. Deposit of Redemption Price. With respect to any Securities, prior to 10:00 a.m., New York City time, on the redemption date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities or portions thereof to be redeemed on that date other than Securities or portions of Securities called for redemption that have been delivered by the Issuer to the Trustee for cancellation. On and after the redemption date, interest shall cease to accrue on Securities or portions thereof called for redemption so long as the Issuer has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Securities to be redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture.

          Section 3.08. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder (at the Issuer’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

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ARTICLE 4

COVENANTS

          Section 4.01. Payment of Securities. The Issuer shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture. An installment of principal of or interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds as of 12:00 p.m. New York City time money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.

          The Issuer shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate borne by the Securities to the extent lawful.

          Section 4.02. Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC and provide the Trustee and Holders with copies thereof, without cost to each Holder,

          (i) within the time period specified in the SEC’s rules and regulations, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),

          (ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),

          (iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and

          (iv) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries or by other means accessible to Holders of the Notes in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act.

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          (b) In the event that:

          (i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and

          (ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer,

such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.

          (c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

          Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. In addition, such requirements shall be deemed satisfied by the filing with the SEC of a registration statement or an amendment thereto relating to debt or equity securities of the Issuer if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a).

          In the event that any direct or indirect parent of the Issuer is or becomes a Guarantor of the Securities, the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a standalone basis, on the other hand.

          (d) Within 10 Business Days after delivery of its annual and quarterly reports as provided in this Section 4.02, the Issuer or, if applicable and at the option of the Issuer, a parent of the Issuer as described in Sections 4.02(b) or (c) above, as applicable, shall hold an earnings conference call with management, participation in which will be available to all Holders of the Notes and will include a customary opportunity to ask relevant questions. The Issuer shall provide reasonable prior notice of each such call on its primary website or by another means accessible to Holders of the Notes.

          Section 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

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          (a) (i) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Issuer shall not permit any of its Restricted Subsidiaries (other than a Guarantor) to issue any shares of Preferred Stock; provided, however, that in the event that no payment Default and no Event of Default has occurred and is then continuing or would result therefrom, the Issuer and any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of the Issuer for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

          (b) The limitations set forth in Section 4.03(a) shall not apply to:

          (i) the Incurrence by the Issuer or its Restricted Subsidiaries of Secured Indebtedness under the Credit Agreements and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) in an aggregate principal amount of $175 million plus an aggregate additional principal amount outstanding at any one time that does not cause the Secured Indebtedness Leverage Ratio of the Issuer to exceed 3.25 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom); provided that any First Priority Lien Obligations incurred pursuant to this clause (i), other than Indebtedness incurred under a Revolving Credit Agreement, shall be incurred only in connection with an acquisition and shall be pari passu in right of payment with or subordinated in right of payment to the Securities;

          (ii) the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Securities and the Guarantees, as applicable (including the Exchange Securities and related guarantees thereof);

          (iii) Indebtedness existing on the Issue Date (other than Indebtedness described in clauses (i) and (ii) of this Section 4.03(b));

          (iv) Indebtedness (including Capitalized Lease Obligations) Incurred by the Issuer or any of its Restricted Subsidiaries, Disqualified Stock issued by the Issuer or any of its Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries of the Issuer to finance (whether prior to or within 270 days after) the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets (but no other material assets)) (a) outstanding as of the date hereof and (b) in

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an additional aggregate principal amount not in excess, at any one time outstanding, of the greater of $25 million or 4.0% of Applicable Assets;

          (v) Indebtedness Incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims;

          (vi) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the Transactions or any other acquisition or disposition of any business, assets or a Subsidiary of the Issuer in accordance with the terms of this Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

          (vii) Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owed to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the obligations of the Issuer under the Securities; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness;

          (viii) (A) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock and (B) shares of the New Preferred Stock;

          (ix) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another

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Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness;

          (x) Hedging Obligations entered into in the ordinary course of business, that are not incurred for speculative purposes and that are either: (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk (including resin price risk) with respect to any commodity purchases or sales;

          (xi) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any Restricted Subsidiary in the ordinary course of business;

          (xii) Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer and Preferred Stock of any Restricted Subsidiary of the Issuer not otherwise permitted hereunder in an aggregate principal amount which, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (xii), does not exceed the greater of $25.0 million and 4.0% of Applicable Assets at the time of Incurrence (it being understood that any Indebtedness Incurred under this clause (xii) shall cease to be deemed Incurred or outstanding for purposes of this clause (xii) but shall be deemed Incurred for purposes of Section 4.03(a) from and after the first date on which the Issuer, or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (xii));

          (xiii) any guarantee by the Issuer or a Guarantor of Indebtedness or other obligations of the Issuer or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness Incurred by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Securities or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantor’s Guarantee with respect to the Securities substantially to the same extent as such Indebtedness is subordinated to the Securities or the Guarantee of such Restricted Subsidiary, as applicable;

          (xiv) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the Issuer which serves to refund, refinance or defease any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued as permitted under Section 4.03(a) and clauses (ii), (iii), (iv), (viii)(B), (xiv), (xv), (xix) and (xx) of this Section 4.03(b) or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums and fees in connection

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therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

          (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced;

          (B) has a Stated Maturity which is not earlier than the earlier of (x) the Stated Maturity of the Indebtedness being refunded or refinanced or (y) 91 days following the last maturity date of the Securities;

          (C) to the extent such Refinancing Indebtedness refinances (a) Indebtedness junior to the Securities or the Guarantee of such Restricted Subsidiary, as applicable, such Refinancing Indebtedness is junior to the Securities or the Guarantee of such Restricted Subsidiary, as applicable, or (b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock;

          (D) is Incurred in an aggregate amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus premium, fees and expenses Incurred in connection with such refinancing;

          (E) shall not include (x) Indebtedness of a Restricted Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness of the Issuer or a Restricted Subsidiary that is a Guarantor, or (y) Indebtedness of the Issuer or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary; and

          (F) in the case of any Refinancing Indebtedness Incurred to refinance Indebtedness outstanding under clause (iv) or (xx) of this Section 4.03(b), shall be deemed to have been Incurred and to be outstanding under such clause (iv) or (xx) of this Section 4.03(b), as applicable, and not this clause (xiv) for purposes of determining amounts outstanding under such clauses (iv) and (xx) of this Section 4.03(b);

provided, further, that subclauses (A) and (B) of this clause (xiv) shall not apply to any refunding or refinancing on market terms, as determined in good faith by the Issuer, of any Secured Indebtedness constituting First Priority Lien Obligations;

          (xv) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or any of its Restricted Subsidiaries incurred to finance an acquisition or (y) Persons that are acquired by the Issuer or any of its Restricted Subsidiaries or merged with or into the Issuer or any of its Restricted Subsidiaries in accordance with the terms of this Indenture; provided, however, that after giving effect to such acquisition or merger either:

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          (A) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of Section 4.03(a); or

          (B) the Fixed Charge Coverage Ratio of the Issuer (without giving effect to any adjustments to reflect operating expense reductions and other operating improvements or synergies related to such transaction) would be greater than immediately prior to such acquisition or merger;

          (xvi) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to the Issuer or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings).

          (xvii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its Incurrence;

          (xviii) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to any Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit;

          (xix) Contribution Indebtedness;

          (xx) Indebtedness of Foreign Subsidiaries, provided, however, that the aggregate principal amount of Indebtedness Incurred under this clause (xx), when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (xx), does not exceed, at any one time outstanding, the lesser of $40 million and the sum of (A) 80% of the consolidated book value of the accounts receivable of all Foreign Subsidiaries and (B) 60% of the consolidated book value of the inventory of all Foreign Subsidiaries;

          (xxi) Indebtedness of the Issuer or any Restricted Subsidiary consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

          (xxii) Indebtedness incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of the Issuer or any Restricted Subsidiary not in excess, at any one time outstanding, of $5 million;

provided, however, that, with respect to the incurrence of any Indebtedness permitted under clauses (i) (other than Indebtedness under a Revolving Credit Agreement), (iv), (vi), (viii), (x), (xii), (xiii), (xv), (xvi), (xix), (xx) and (xxii) of this Section 4.02(b), at the time of, and after giving effect to the incurrence of such Indebtedness, no payment Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

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          For purposes of determining compliance with this Section 4.03, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xxii) above or is entitled to be Incurred pursuant to Section 4.03(a), the Issuer shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness in any manner that complies with this Section 4.03. Accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class, accretion or amortization of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies shall not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.03. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.03.

          For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

          (c) Notwithstanding the foregoing, the Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness if such Indebtedness is contractually subordinated in right of payment to the Obligations under the Revolving Credit Agreement or any other Indebtedness of the Issuer, unless such Indebtedness is expressly contractually subordinated in right of payment to the Securities to at least the same extent as such Indebtedness is subordinated to the Obligations under Revolving Credit Agreement or such other Indebtedness.

          Section 4.04. Limitation on Restricted Payments. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

          (i) declare or pay any dividend or make any distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including any payment made in connection with any merger, amalgamation or consolidation involving the Issuer (other than (A) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or

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in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

          (ii) purchase or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

          (iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clauses (vii) and (ix) of Section 4.03(b); or

          (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments,” or individually as “Restricted Payment”), unless, at the time of such Restricted Payment:

     (1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

     (2) immediately after giving effect to such transaction, on a pro forma basis, the Issuer could Incur $1.00 of additional Indebtedness under Section 4.03(a); and

     (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (i), (iv) (only to the extent of one-half of the amounts paid pursuant to such clause), (vi) and (viii) of Section 4.04(b), but excluding all other Restricted Payments permitted by Section 4.04(b)), is less than the amount equal to the Cumulative Credit.

     (b) The provisions of Section 4.04(a) shall not prohibit:

          (i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

          (ii) (A) the repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) of the Issuer or any direct or indirect parent of the Issuer or Subordinated Indebtedness of the Issuer, any direct or indirect parent of the Issuer or any Guarantor in exchange for, or out of the proceeds of, the substantially concurrent sale of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer or contributions to the equity capital of the Issuer (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary of the Issuer or to an employee stock

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ownership plan or any trust established by the Issuer or any of its Subsidiaries) (collectively, including any such contributions, “Refunding Capital Stock”); and

               (B) the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of Refunding Capital Stock;

          (iii) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer or any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor which is Incurred in accordance with Section 4.03 so long as:

          (A) the principal amount of such new Indebtedness does not exceed the principal amount of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value (plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired plus any fees incurred in connection therewith),

          (B) such Indebtedness is subordinated to the Securities or the related Guarantee, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value,

          (C) such Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired or (y) 91 days following the maturity date of the Securities, and

          (D) such Indebtedness has a Weighted Average Life to Maturity at the time Incurred which is not less than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

          (iv) the repurchase, retirement or other acquisition (or dividends to any direct or indirect parent of the Issuer to finance any such repurchase, retirement or other acquisition) for value of Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by any future, present or former employee, director or consultant of the Issuer or any direct or indirect parent of the Issuer or any Subsidiary of the Issuer pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided however, that the aggregate amounts paid under this clause (iv) do not exceed $10.0 million in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the succeeding calendar year); provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed:

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          (A) the cash proceeds received by the Issuer or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) to members of management, directors or consultants of the Issuer and its Restricted Subsidiaries or any direct or indirect parent of the Issuer that occurs after the Issue Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend shall not increase the amount available for Restricted Payments under Section 4.04(a)(3)); plus

          (B) the cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) or the Issuer’s Restricted Subsidiaries after the Issue Date;

provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year;

          (v) the declaration and payment of dividends or distributions to holders of any class of series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued or incurred in accordance with Section 4.03;

          (vi) [Reserved];

          (vii) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (vii) that are at that time outstanding, not to exceed the greater of $8.75 million and 1.5% of Applicable Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

          (viii) the payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct or indirect parent of the Issuer, as the case may be, to fund the payment by such direct or indirect parent of the Issuer of dividends on such entity’s common stock) of up to 6% per annum of the net proceeds received by the Issuer from any public offering of common stock of the Issuer or any direct or indirect parent of the Issuer;

          (ix) Investments that are made with Excluded Contributions;

          (x) other Restricted Payments in an aggregate amount since the Issue Date not to exceed the greater of $10 million and 1.5% of Applicable Assets at the time made;

          (xi) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary of the Issuer by, Unrestricted Subsidiaries;

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          (xii) the payment of dividends or other distributions to any direct or indirect parent of the Issuer in amounts required for such parent to pay federal, state or local income taxes (as the case may be) imposed directly on such parent to the extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries (including, without limitation, by virtue of such parent being the common parent of a consolidated or combined tax group of which the Issuer and/or its Restricted Subsidiaries are members); provided however, that, in the event any such taxes are returned to such direct or indirect parent of the Issuer, whether by refund or otherwise, such direct or indirect parent of the Issuer shall pay such amount back to the Issuer or the applicable Restricted Subsidiary (but only to the extent of taxes giving rise to such return), net of all out-of-pocket expenses of such direct or indirect parent, without interest, or such amount of taxes giving rise to such a return shall not be permitted pursuant to this clause (xii), and provided further that, in the event such direct or indirect parent is subsequently required to repay such refund to pay federal, state or local income taxes (as the case may be) as described by this clause (xii), the payment of dividends in respect of such amount (plus any penalties, interest or other charges imposed by the relevant government authority) shall be permitted by this clause (xii);

          (xiii) the payment of dividends, other distributions or other amounts or the making of loans or advances by the Issuer, if applicable:

          (A) in amounts required for any direct or indirect parent of the Issuer, if applicable, to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of any direct or indirect parent of the Issuer, if applicable, and general corporate overhead expenses of any direct or indirect parent of the Issuer, if applicable, in each case to the extent such fees and expenses are reasonably attributable to the ownership or operation of the Issuer, if applicable, and its Subsidiaries;

          (B) in amounts required for any direct or indirect parent of the Issuer, if applicable, to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to the Issuer or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of, the Issuer Incurred in accordance with Section 4.03; and

          (C) in amounts required for any direct or indirect parent of the Issuer to pay fees and expenses, other than to Affiliates of the Issuer, related to any unsuccessful equity or debt offering of such parent; provided that, in the event that the such direct or indirect parent shall own Equity Interests in Subsidiaries other than the Issuer and its Subsidiaries, the amount permitted to be paid pursuant to this clause (xiii)(C) shall be limited to the Issuer’s ratable share of such costs, measured as a percentage of EBITDA of such direct or indirect parent attributable to the Issuer and its Subsidiaries, as compared to such direct or indirect parent’s total EBITDA.

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          (xiv) cash dividends or other distributions on the Issuer’s Capital Stock used to, or the making of loans to any direct or indirect parent of the Issuer to, fund the Transactions and the payment of fees and expenses incurred in connection with the Transactions or owed by the Issuer or any direct or indirect parent of the Issuer, as the case may be, or Restricted Subsidiaries of the Issuer to Affiliates, in each case to the extent permitted by Section 4.07 and made within four months of the Issue Date;

          (xv) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

          (xvi) purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing and the payment or distribution of Receivables Fees;

          (xvii) payments of cash, or dividends, distributions or advances by the Issuer or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional             shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person;

          (xviii) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Sections 4.06 and 4.08; provided that all Securities tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

          (xix) any payments made in connection with the consummation of the Transactions, including any payments contemplated under the Plan and the payment of fees of counsel and advisors of the Sponsors;

          (xx) the repurchase, retirement or other acquisition (or dividends to any direct or indirect parent of the Issuer to finance any such repurchase, retirement or other acquisition) for value of the New Preferred Stock or the declaration and payment of dividends or distributions to holders of New Preferred Stock pursuant to the terms of the New Preferred Stock, in an aggregate amount that does not exceed $1.5 million in any fiscal year;

provided, however, that, in the case of any Restricted Payment permitted under clauses (ii), (iii) (other than, in the case of clause (iii), in the case of redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness pursuant to the terms of clause (iii), (a) on or after the date that is three months prior to the Stated Maturity of such Subordinated Indebtedness or (b) if the only Event of Default then continuing is an Event of Default pursuant to Section 6.01(e) relating to such Subordinated Indebtedness), (iv), (v), (vii), (viii), (ix), (x), (xi), (xvii) and (xx), at the time of, and after giving effect to, any such Restricted Payment, no payment Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

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          (c) As of the Issue Date, all of the Issuer’s Subsidiaries shall be Restricted Subsidiaries. The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation shall only be permitted if a Restricted Payment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

          Section 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall not and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

          (a) (i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

          (b) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

          (c) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries;

except in each case for such encumbrances or restrictions existing under or by reason of:

          (i) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit Agreements;

          (ii) this Indenture, the Securities (and any Exchange Securities and guarantees thereof), the Security Documents and the Intercreditor Agreements;

          (iii) applicable law or any applicable rule, regulation or order;

          (iv) any agreement or other instrument relating to Indebtedness of a Person acquired by the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

          (v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

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          (vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;

          (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

          (viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

          (ix) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) above on the property so acquired;

          (x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such lease;

          (xi) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;

          (xii) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Issuer (i) that is a Guarantor that is Incurred subsequent to the Issue Date pursuant to Section 4.03 or (ii) that is Incurred by a Foreign Subsidiary of the Issuer subsequent to the Issue Date pursuant to clause (iv), (xii) or (xx) of Section 4.03(b);

          (xiii) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or

          (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

          For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or any Restricted Subsidiary of the Issuer to other Indebtedness Incurred by

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the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

          Section 4.06. Asset Sales.

          (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) the Issuer or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of, and (y) at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:

          (i) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Issuer or any Restricted Subsidiary of the Issuer (other than liabilities that are by their terms subordinated to the Securities or any Guarantee) that are assumed by the transferee of any such assets, and

          (ii) any notes or other obligations or other securities or assets received by the Issuer or such Restricted Subsidiary of the Issuer from such transferee that are converted by the Issuer or such Restricted Subsidiary of the Issuer into cash within 180 days of the receipt thereof (to the extent of the cash received)

shall be deemed to be Cash Equivalents for the purposes of this Section 4.06(a).

          (b) Within 365 days after the Issuer’s or any Restricted Subsidiary of the Issuer’s receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary of the Issuer may apply the Net Proceeds from such Asset Sale, at its option:

          (i) to repay (A) Indebtedness constituting First Priority Lien Obligations (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto) (provided that (x) to the extent that the terms of First Priority Lien Obligations other than the Note Obligations require that such First Priority Lien Obligations are repaid with the Net Proceeds of Asset Sales prior to repayment of other Indebtedness, the Issuer and its Restricted Subsidiaries shall be entitled to repay such other First Priority Lien Obligations prior to repaying the Obligations under the Securities and (y) subject to the foregoing clause (x), if the Issuer or any Guarantor shall so reduce First Priority Lien Obligations, the Issuer shall equally and ratably reduce Obligations under the Securities through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, the pro rata principal amount of Securities), (B) Indebtedness of a Foreign Subsidiary or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer,

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          (ii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), assets, or property or capital expenditures, in each case used or useful in a Similar Business, or

          (iii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), properties or assets that replace the properties and assets that are the subject of such Asset Sale.

          In the case of Sections 4.06(b)(ii) and (iii), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or Restricted Subsidiary of the Issuer, as applicable, enters into such commitment within 365 days after the Issuer’s or the applicable Restricted Subsidiary’s receipt of the Net Proceeds of the Asset Sale and makes the investment to which the commitment relates within 545 days after the Issuer’s or the applicable Restricted Subsidiary of the Issuer’s receipt of the Net Proceeds of such Asset Sale ; provided that in the event such binding commitment is later canceled or terminated for any reason on or prior to the date that is 545 days after the Issuers or the applicable Restricted Subsidiary’s receipt of such Net Proceeds, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have applied the applicable Net Proceeds as permitted pursuant to Section 4.06(b)(ii) or (iii) from the date of such commitment if the Issuer or such Restricted Subsidiary enters into another binding commitment within six months of such cancellation or termination of the prior binding commitment and makes the investment to which such subsequent binding commitment relates within 365 days after the date of such cancellation or termination; provided, further that the Issuer or such Restricted Subsidiary may only enter into such a second commitment under the foregoing provision one time with respect to each Asset Sale.

          Pending the final application of any such Net Proceeds, the Issuer or such Restricted Subsidiary of the Issuer may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the first sentence of this Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Securities, as described in clause (i) of this Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Issuer shall make an offer to all Holders (and, at the option of the Issuer, to holders of any First Priority Lien Obligations) (an “Asset Sale Offer”) to purchase the maximum principal amount of Securities (and such First Priority Lien Obligations), that is at least $2,000 and an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event such First Priority Lien Obligations were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Additional Interest, if any (or, in respect of such First Priority Lien Obligations, such lesser price, if any, as may be provided for by the terms of such First Priority Lien Obligations), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The

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Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceeds $5.0 million by mailing the notice required pursuant to the terms of Section 4.06(f), with a copy to the Trustee. To the extent that the aggregate amount of Securities (and such First Priority Lien Obligations) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities (and such First Priority Lien Obligations) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased in the manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

          (c) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Securities pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

          (d) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(b). On such date, the Issuer shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Issuer or a Wholly Owned Restricted Subsidiary is acting as the Paying Agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Issuer, and to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Securities or portions thereof that have been properly tendered to and are to be accepted by the Issuer. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Issuer to the Trustee are greater than the purchase price of the Securities tendered, the Trustee shall deliver the excess to the Issuer immediately after the expiration of the Offer Period for application in accordance with Section 4.06.

          (e) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter sent to the address indicated in Section 13.02 or specified in the notice described in Section 4.06(f) setting forth the name of the Holder, the principal amount of the Security which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Security purchased. If at the end of the Offer Period more Securities (and other First Priority Lien Obligations (as described in Section 4.06(b)), as applicable) are tendered pursuant to an

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Asset Sale Offer than the Issuer is required to purchase, selection of such Securities for purchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Securities are listed, or if such Securities are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that no Securities of $2,000 or less shall be purchased in part. Selection of such First Priority Lien Obligations shall be made pursuant to the terms of such First Priority Lien Obligations.

          (f) Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, or sent electronically, at least 30 but not more than 60 days before the purchase date to each Holder of Securities at such Holder’s registered address. If any Security is to be purchased in part only, any notice of purchase that relates to such Security shall state the portion of the principal amount thereof that has been or is to be purchased

          Section 4.07. Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $2.5 million, unless:

          (i) such Affiliate Transaction is on terms that are not less favorable in the aggregate to the Issuer or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person;

          (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Issuer, approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above; and

          (iii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10 million, the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) above.

          (b) The provisions of Section 4.07(a) shall not apply to the following:

          (i) (A) transactions between or among the Issuer and/or any of its Restricted Subsidiaries and (B) any merger of the Issuer and any direct parent of the Issuer; provided that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger is

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otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose;

          (ii) Restricted Payments permitted by Section 4.04 and Permitted Investments;

          (iii) (x) the entering into of any agreement (and any amendment or modification of any such agreement) to pay, and the payment of, annual management, consulting, monitoring and advisory fees to the Sponsors in an aggregate amount in any fiscal year not to exceed 1.25% of EBITDA of the Issuer and its Restricted Subsidiaries for the immediately preceding fiscal year, and out-of-pocket expense reimbursement; provided, however, that any payment not made in any fiscal year may be carried forward and paid in the following two fiscal years and (y) the payment of the present value of all amounts payable pursuant to any agreement described in clause (iii)(x) of this Section 4.07(b) in connection with the termination of such agreement; provided that, in each case, no payment Default and no Event of Default has occurred and is then continuing or would result therefrom.

          (iv) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary or any direct or indirect parent of the Issuer;

          (v) payments by the Issuer or any of its Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are (x) made pursuant to the agreements with the Sponsors described in the Plan or Disclosure Statement or (y) approved by a majority of the Board of Directors of the Issuer in good faith; provided that, the aggregate amount of such payments does not exceed $2.5 million in any fiscal year.

          (vi) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a);

          (vii) payments or loans (or cancellation of loans) to employees or consultants which are approved by a majority of the Board of Directors of the Issuer in good faith;

          (viii) any agreement as in effect as of the Issue Date or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the Holders of the Securities in any material respect than the original agreement as in effect on the Issue Date);

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          (ix) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any transaction, agreement or arrangement described in the Plan or Disclosure Statement and, in each case, any amendment or exhibit thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the Holders of the Securities in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date;

          (x) the execution of the Transactions and the payment of all fees and expenses related to the Transactions, including fees to the Sponsors and various counsel and advisors;

          (xi) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business;

          (xii) any transaction effected as part of a Qualified Receivables Financing;

          (xiii) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person;

          (xiv) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith;

          (xv) the entering into of any tax sharing agreement or arrangement and any payments permitted by Section 4.04(b)(xii);

          (xvi) any contribution to the capital of the Issuer;

          (xvii) transactions permitted by, and complying with, Section 5.01;

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          (xviii) transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent, as the case may be, on any matter involving such other Person;

          (xix) pledges of Equity Interests of Unrestricted Subsidiaries;

          (xx) any employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

          (xxi) intercompany transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officers’ Certificate) for the purpose of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; and

          (xxii) entry into the Intercompany Services Agreement and transactions pursuant to the terms thereof.

          Section 4.08. Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuer to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that it has exercised its right to redeem such Securities in accordance with Article 3 of this Indenture. In the event that at the time of such Change of Control the terms of the Bank Indebtedness restrict or prohibit the repurchase of Securities pursuant to this Section 4.08, then prior to the mailing or sending electronically of the notice to the Holders provided for in Section 4.08(b) but in any event within 30 days following any Change of Control, the Issuer shall (i) repay in full all Bank Indebtedness if doing so will allow the purchase of Securities, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Securities as provided for in Section 4.08(b).

          (b) Within 30 days following any Change of Control, except to the extent that the Issuer has exercised its right to redeem the Securities in accordance with Article 3 of this Indenture, the Issuer shall mail or send electronically a notice (a “Change of Control Offer”) to each Holder with a copy to the Trustee stating:

          (i) that a Change of Control has occurred and that such Holder has the right to require the Issuer to repurchase such Holder’s Securities at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of repurchase (subject to the right of the Holders of

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record on the relevant record date to receive interest on the relevant interest payment date);

          (ii) the circumstances and relevant facts and financial information regarding such Change of Control;

          (iii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent); and

          (iv) the instructions determined by the Issuer, consistent with this Section 4.08, that a Holder must follow in order to have its Securities purchased.

          (c) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. The Holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter sent to the address specified in Section 13.02 or set forth in the notice described in Section 4.08(b) setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered.

          (d) On the purchase date, all Securities purchased by the Issuer under this Section 4.08 shall be delivered to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto.

          (e) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

          (f) Notwithstanding the other provisions of this Section 4.08, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.08 applicable to a Change of Control Offer made by the Issuer and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer.

          (g) Securities repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Securities issued but not outstanding or will be retired and canceled at the option of the Issuer. Securities purchased by a third party pursuant to the preceding clause (f) will have the status of Securities issued and outstanding.

          (h) At the time the Issuer delivers Securities to the Trustee which are to be accepted for purchase, the Issuer shall also deliver an Officers’ Certificate stating that such Securities are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the

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Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.

          (i) Prior to any Change of Control Offer, the Issuer shall deliver to the Trustee an Officers’ Certificate stating that all conditions precedent contained herein to the right of the Issuer to make such offer have been complied with.

          (j) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.08. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.08, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue thereof.

          Section 4.09. Compliance Certificate. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer, beginning with the fiscal year ending on December 30, 2009, an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Issuer they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with respect thereto. The Issuer also shall comply with Section 314(a)(4) of the TIA.

          Section 4.10. Further Instruments and Acts. Upon request of the Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

          Section 4.11. Future Note Guarantors. If any additional direct or indirect Subsidiary of the Issuer is formed or acquired after the Issue Date (with any designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Domestic Subsidiary, the Issuer will promptly notify the Trustee thereof and use commercially reasonable efforts to, as soon as practicable, cause such Subsidiary to execute a supplement to each of this Indenture, the applicable Security Documents and the Intercreditor Agreements, in the form specified therein, duly executed and delivered on behalf of such Subsidiary, subject to the next sentence.

          Section 4.12. Liens. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien other than Permitted Liens on any asset or property of the Issuer or such Restricted Subsidiary securing Indebtedness unless such Lien securing such Indebtedness of the Issuer or such Restricted Subsidiary is junior to the Liens securing the Note Obligations upon the assets or property constituting the collateral for such Indebtedness, except as set forth in Section 11.04(d), pursuant to a customary intercreditor agreement reasonably acceptable to the Trustee. In the case of any Permitted Lien that secures First Priority Lien Obligations, the Securities shall be equally and ratably secured with (or on a senior basis to, in the case of obligations subordinated in right of payment to the Securities) the obligations so secured pursuant to a customary

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intercreditor agreement reasonably acceptable to the Trustee; provided that First Priority Lien Obligations that are Obligations in respect of a Revolving Credit Agreement may be secured on a senior basis with respect to any [Revolving Facility Senior Collateral]³ to Liens securing the Note Obligations with respect to such collateral, on terms no less favorable in any material respect to the Holders than the terms set forth in the Intercreditor Agreement.⁴

          Section 4.13. Maintenance of Office or Agency. (a) The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee as set forth in Section 13.02.

          (b) The Issuer may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

          (c) The Issuer hereby designates the corporate trust office of the Trustee or its Agent as such office or agency of the Issuer in accordance with Section 2.04.

          Section 4.14. Amendment of Security Documents. The Issuer shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders of the Securities in any material respect, except as contemplated by the Intercreditor Agreements or as permitted under Article 9.

          Section 4.15. After-Acquired Property. (a) If any asset (other than Real Property covered by paragraph (b) below or improvements thereto or any interest therein) that has an individual fair market value in an amount greater than $5.0 million is acquired by the Issuer or any Guarantor after the Issue Date or owned by an entity at the time it becomes a Guarantor (in each case other than (x) assets constituting Collateral under a Security Document that becomes subject to the Lien of such Security Document upon acquisition thereof and (y) assets that are not required to become subject to Liens in favor of the Notes Collateral Agent pursuant to Section 4.15(c) hereof or the Security Documents), the Issuer or the applicable Guarantor shall (i) deliver to the Notes Collateral Agent an Officers’ Certificate notifying the Notes Collateral Agent thereof and (ii) cause such asset to be subjected to a Lien securing the Note Obligations and take,

3	NTD: match defined term to that in the Intercreditor Agreement.
4	NTD: See Section 11.02(g) for provision relating to entry into customary intercreditor agreement.

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and cause the Guarantors to take, such actions as shall be necessary to grant and perfect such Liens, all at the expense of the Issuer and the Guarantors.

          (b) The Issuer or the applicable Guarantor shall promptly deliver an Officers’ Certificate to the Notes Collateral Agent notifying the Notes Collateral Agent of the acquisition of and grant and cause each of the Guarantors to grant to the Notes Collateral Agent security interests and mortgages in such Real Property of the Issuer or any such Guarantor, to the extent acquired after the Issue Date and having an individual fair market value at the time of acquisition in excess of $5.0 million pursuant to customary documentation reasonably satisfactory to the Issuer and the Notes Collateral Agent.

          (c) The provisions of Sections 4.15(a) and (b) need not be satisfied with respect to (i) any Real Property held by the Issuer or any of its Subsidiaries as a lessee under a lease, (ii) any vehicle, (iii) cash, deposit accounts and securities accounts, (iv) any Equity Interests acquired after the Issue Date (other than in the case of any person which is a Subsidiary of the Issuer, Equity Interests in such person issued or acquired after such person became a Subsidiary of the Issuer) in accordance with this Indenture if, and to the extent that, and for so long as (A) such Equity Interests constitute less than 100% of all applicable Equity Interests of such person and the person holding the remainder of such Equity Interests are not Affiliates, (B) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (C) with respect to such contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, (v) any assets acquired after the Issue Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 4.03(b)(iv) that is secured by a Permitted Lien) or (vi) those assets as to which the Issuer shall reasonably determine, as set forth in an Officers’ Certificate delivered to the Notes Collateral Agent, that the costs of obtaining or perfecting such a security interest are excessive in relation to the value of the security to be afforded thereby; provided that, upon the reasonable request of the Notes Collateral Agent, the Issuer shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clause (iv) or (v) above; and provided, further that notwithstanding the foregoing, the exceptions set forth in clauses (iv) and (v) of this Section 4.15(c) shall not apply to any assets acquired in connection with an investment made with the Net Proceeds of an Asset Sale.

          Section 4.16. Suspension of Certain Covenants. (a) If, on any date following the Issue Date, (i) the Securities have Investment Grade Ratings from both Rating Agencies, and the Issuer has delivered notice of such Investment Grade Ratings to the Trustee, and (ii) no Default has occurred and is continuing under this Indenture, then beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and its Restricted Subsidiaries shall no longer be subject to Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08 and Section 4.11 and clause (iv) of Section 5.01 (the “Suspended Covenants”).

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          (b) [Reserved].

          (c) In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating then the Issuer and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture; provided that, that all transactions entered into by the Issuer and its Subsidiaries in compliance with the then remaining terms and provisions of this Indenture during the Suspension Period shall be deemed permitted pursuant to the terms hereof, notwithstanding the occurrence of the Reversion Date or the fact that such transactions would not be or would not have been permitted by the Suspended Covenants. The period of time between the Covenant Suspension Event and the Reversion Date is referred to herein as the “Suspension Period.”

          (d) In the event that the Issuer and its Restricted Subsidiaries are not subject to Section 4.08 hereof and the Issuer or any of its Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Securities below an Investment Grade Rating, then the Issuer and its Restricted Subsidiaries shall thereafter again be subject to Section 4.08 hereof with respect to future events, including, without limitation, a proposed transaction described in this clause (d).

          (e) The Issuer shall deliver promptly to the Trustee an Officers’ Certificate notifying it of any occurrence of any Reversion Date.

ARTICLE 5

SUCCESSOR COMPANY

          Section 5.01. When Issuer May Merge or Transfer Assets. (a) The Issuer shall not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless:

          (i) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or conversion (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory of the United States (the Issuer or such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the surviving Person is not a corporation, a co-obligor of the Securities is a corporation;

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          (ii) the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under this Indenture, the Securities and the Security Documents pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

          (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default shall have occurred and be continuing;

          (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction, either

          (A) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or

          (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries (without giving effect to any adjustments to reflect operating expense reductions and other operating improvements or synergies related to such transaction) would be greater than such ratio of the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

          (v) each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Securities; and

          (vi) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture.

          The Successor Company (if other than the Issuer) shall succeed to, and be substituted for, the Issuer under this Indenture, the Securities and the Security Documents, and in such event the Issuer will automatically be released and discharged from its obligations under this Indenture, the Securities and the Security Documents. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01, (a) any Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to the Issuer or to another Restricted Subsidiary, and (b) the Issuer may merge, consolidate or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another state of the United States, the District of Columbia or any territory of the United States or may convert into a limited liability company, so long as the amount of Indebtedness of the Issuer and its Restricted

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Subsidiaries is not increased thereby. This Article 5 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and its Restricted Subsidiaries.

          (b) Subject to the provisions of Section 12.03, no Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than any such sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions described in the Plan and Disclosure Statement) unless:

          (i) either (A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory of the United States (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”) and the Successor Guarantor (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under this Indenture and, if applicable, such Guarantors’ Guarantee and the Security Documents pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee and the Notes Collateral Agent, or (B) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.06;

          (ii) the Successor Guarantor (if other than such Guarantor) shall have delivered or caused to be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; and

          (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of such Successor Guarantor as a result of such transaction as having been Incurred by such Successor Guarantor at the time of such transaction) no payment Default or Event of Default shall have occurred and be continuing.

          Except as otherwise provided in this Indenture, the Successor Guarantor (if other than such Guarantor) will succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee and the Security Documents, and such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee and the Security Documents. Notwithstanding the foregoing, (1) a Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness of the Guarantor is not increased thereby and (2) a Guarantor may merge, amalgamate or consolidate with another Guarantor or the Issuer.

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          In addition, notwithstanding the foregoing, any Guarantor may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to the Issuer or any Guarantor.

ARTICLE 6

DEFAULTS AND REMEDIES

          Section 6.01. Events of Default. An “Event of Default” occurs if:

     (a) there is a default in any payment of interest (including any additional interest) on any Security when the same becomes due and payable, and such default continues for a period of 30 days,

     (b) there is a default in the payment of principal or premium, if any, of any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise,

     (c) (i) there is a material default by the Issuer or any of its Restricted Subsidiaries of any of their obligations under Section 4.08, and such default continues for a period of 20 days, or (ii) the Issuer or any of the Restricted Subsidiaries of the Issuer fails to comply with its obligations under Section 5.01,

     (d) the Issuer or any of the Restricted Subsidiaries of the Issuer fails to comply with any of its agreements in the Securities or this Indenture (other than those referred to in clause (a), (b) or (c) above) and such failure continues for 45 days after the notice specified below,

     (e) the Issuer or any Significant Subsidiary fails to pay any other Indebtedness (other than Indebtedness owing to the Issuer or a Restricted Subsidiary of the Issuer) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness as to which a default or event of default has occurred or that is unpaid or accelerated exceeds $12.5 million or its foreign currency equivalent,

     (f) the Issuer or any Significant Subsidiary of the Issuer pursuant to or within the meaning of any Bankruptcy Law:

          (i) commences a voluntary case;

          (ii) consents to the entry of an order for relief against it in an involuntary case;

          (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; or

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          (iv) makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency,

     (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

          (i) is for relief against the Issuer or any Significant Subsidiary of the Issuer in an involuntary case;

          (ii) appoints a Custodian of the Issuer or any Significant Subsidiary of the Issuer or for any substantial part of its property; or

          (iii) orders the winding up or liquidation of the Issuer or any Significant Subsidiary of the Issuer;

     or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days,

     (h) the Issuer or any Significant Subsidiary fails to pay final judgments aggregating in excess of $12.5 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days following the entry thereof, or

     (i) any Guarantee of a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor denies or disaffirms its obligations under this Indenture or any Guarantee and such Default continues for 10 days, or

     (j) unless all of the Collateral has been released in accordance with the provisions of the Security Documents from the Liens granted thereunder, the Issuer shall assert or any Guarantor shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and, in the case of any such Person that is a Subsidiary of the Issuer, the Issuer fails to cause such Subsidiary to rescind such assertions within 30 days after the Issuer has actual knowledge of such assertions, or

     (k) the Issuer or any Guarantor fails to comply for 60 days after notice with its other agreements contained in the Security Documents except for a failure that would not be material to the holders of such Securities and would not materially affect the value of the Collateral taken as a whole.

          The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

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          The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

          A Default under clause (d) or (k) above shall not constitute an Event of Default until the Trustee notifies the Issuer or the Holders of at least 25% in principal amount of the outstanding Securities notify the Issuer and the Trustee of the Default and the Issuer does not cure such Default within the time specified in clause (d) or (k) above after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” The Issuer shall deliver to the Trustee, within five (5) Business Days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuer is taking or proposes to take with respect thereto.

          Section 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities, by notice to the Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind any such acceleration and its consequences.

          In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

          Section 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at law or in equity to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities, this Indenture or the Security Documents.

          The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. To the extent required by law, all available remedies are cumulative.

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          Section 6.04. Waiver of Past Defaults. Provided the Securities are not then due and payable by reason of a declaration of acceleration, the Holders of a majority in principal amount of the Securities by written notice to the Trustee may waive an existing Default or Event of Default and its consequences except (a) a Default in the payment of the principal of or interest on a Security, (b) a Default arising from the failure to redeem or purchase any Security when required pursuant to the terms of this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured and the Issuer, the Trustee and the Holders will be restored to their former positions and rights under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

          Section 6.05. Control by Majority. Subject to the terms of the Intercreditor Agreements, Holders of a majority in principal amount of the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

          Section 6.06. Limitation on Suits. (a) Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Securities unless:

          (i) the Holder gives to the Trustee written notice stating that an Event of Default is continuing;

          (ii) the Holders of at least 25% in principal amount of the Securities make a written request to the Trustee to pursue the remedy;

          (iii) such Holder or Holders offer to the Trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense;

          (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and

          (v) the Holders of a majority in principal amount of the Securities do not give the Trustee a direction inconsistent with the request during such 60-day period.

          (b) A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

          Section 6.07. Rights of the Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed or provided for in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

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          Section 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Securities for the whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in the Securities) and the amounts provided for in Section 7.07.

          Section 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses, disbursements and advances of the Trustee (including counsel, accountants, experts or such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Holders of Securities then outstanding allowed in any judicial proceedings relative to the Issuer or any Guarantor, its creditors or its property, shall be entitled to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.

          Section 6.10. Priorities. Subject to the provisions of the Intercreditor Agreements and the Security Documents, if the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:

          FIRST: to the Trustee for amounts due under Section 7.07;

          SECOND: to the Holders for amounts due and unpaid on the Securities for principal and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

          THIRD: to the Issuer.

          The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall mail to each Holder and the Issuer a notice that states the record date, the payment date and amount to be paid.

          Section 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party

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litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Securities.

          Section 6.12. Waiver of Stay or Extension Laws. Neither the Issuer nor any Guarantor (to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer and each Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7

TRUSTEE

          Section 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

          (b) Except during the continuance of an Event of Default:

          (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and

          (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

          (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:

          (i) this Paragraph does not limit the effect of Paragraph (b) of this Section 7.01;

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          (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

          (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and

          (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

          (d) Every provision of this Indenture that in any way relates to the Trustee is subject to Paragraphs (a), (b) and (c) of this Section.

          (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

          (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

          (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

          (h) The Trustee shall not be charged with knowledge of any Default or Event of Default unless either (a) a Responsible Officer of the Trustee shall have actual knowledge of such Default or Event of Default or (b) written notice of such Default or Event of Default shall have been given to and received by a Responsible Officer of the Trustee by the Issuers or any Holder.

          Section 7.02. Rights of Trustee. (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.

          (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence.

          (e) The Trustee may consult with counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities

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shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

          (f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Securities at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney, at the expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation.

          (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

          (h) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

          (i) The Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Holders of not less than a majority in principal amount of the Securities as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by the Indenture.

          (j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent, is the Holder of any Security shall be conclusive and binding upon future Holders of Securities and upon Securities executed and delivered in exchange therefor or in place thereof.

          Section 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

          Section 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, any Guarantee or the Securities, it shall not be accountable for the Issuer’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Issuer or any Guarantor in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than

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the Trustee’s certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default under Section 6.01(c), (d), (e), (h), or (i) or of the identity of any Significant Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have received written notice thereof in accordance with Section 13.02 hereof from the Issuer, any Guarantor or any Holder. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Holders of the Securities and not in its individual capacity and all persons, including without limitation the Holders of Securities and the Issuer having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein.

          Section 7.05. Notice of Defaults. If a Default occurs and is continuing and is known to a Responsible Officer of the Trustee, the Trustee shall send to each Holder notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of the Holders.

          Section 7.06. Reports by Trustee to the Holders. As promptly as practicable after each June 30 beginning with the June 30 following the date of this Indenture, and in any event prior to June 30 in each year, the Trustee shall send to each Holder a brief report dated as of such June 30 that complies with Section 313(a) of the TIA if and to the extent required thereby. The Trustee shall also comply with Section 313(b) of the TIA.

          A copy of each report at the time of its mailing to the Holders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Issuer agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof.

          Section 7.07. Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Issuer and each Guarantor, jointly and severally shall indemnify the Trustee against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Issuer or a Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuer, any Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Securities or the removal or resignation of the Trustee. The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuer shall not relieve the Issuer or any Guarantor of its indemnity obligations hereunder. The Issuer shall defend the claim and the indemnified party

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shall provide reasonable cooperation at the Issuer’s expense in the defense. Such indemnified parties may have separate counsel and the Issuer and the Guarantors, as applicable shall pay the fees and expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuer and the Guarantors, as applicable, and such parties in connection with such defense. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith.

          To secure the Issuer’s and the Guarantors’ payment obligations in this Section, the Trustee shall have a Lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities.

          The Issuer’s and the Guarantors’ payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any Bankruptcy Law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

          No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

          Section 7.08. Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Issuer. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuer shall remove the Trustee if:

          (i) the Trustee fails to comply with Section 7.10;

          (ii) the Trustee is adjudged bankrupt or insolvent;

          (iii) a receiver or other public officer takes charge of the Trustee or its property; or

          (iv) the Trustee otherwise becomes incapable of acting.

          (b) If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.

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          (c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall send a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07.

          (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Securities may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee.

          (e) If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in Section 310(b) of the TIA, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

          (f) Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

          Section 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

          In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.

          Section 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply for a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any series of securities issued under this Indenture and any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA are met.

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          Section 7.11. Preferential Collection of Claims Against the Issuer. The Trustee shall comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated.

ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE

          Section 8.01. Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when:

     (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

     (b) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and

     (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

          Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities. The Issuer may exercise its legal

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defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture (with respect to such Securities) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations.

          If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or because of the failure of the Issuer to comply with Section 5.01.

          Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.

     (d) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

          Section 8.02. Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option, in each case, with respect to the Securities only if:

          (i) the Issuer irrevocably deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date;

          (ii) the Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be;

          (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs which is continuing at the end of the period;

          (iv) the deposit does not constitute a default under any other agreement binding on the Issuer;

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          (v) in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

          (vi) such exercise does not impair the right of any Holder to receive payment of principal, premium, if any, interest and Additional Interest, if any, on such Holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities;

          (vii) in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and

          (viii) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with.

          (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

          Section 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations (including proceeds thereof) deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through each Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities so discharged or defeased.

          Section 8.04. Repayment to Issuer. Each of the Trustee and each Paying Agent shall promptly turn over to the Issuer upon request any money or U.S. Government Obligations held by it as provided in this Article which, in the written opinion of nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article 8.

          Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the

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money must look to the Issuer for payment as general creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies.

          Section 8.05. Indemnity for U.S. Government Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.

          Section 8.06. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Securities so discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or any Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Issuer has made any payment of principal of or interest on, any such Securities because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or any Paying Agent.

ARTICLE 9

AMENDMENTS AND WAIVERS

          Section 9.01. Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Securities, the Security Documents or the Intercreditor Agreements without notice to or consent of any Holder:

          (i) to cure any ambiguity, omission, defect or inconsistency;

          (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities;

          (iii) to provide for the assumption by a Successor Guarantor of the obligations of a Guarantor under this Indenture and its Guarantee;

          (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code;

          (v) to add additional Guarantees with respect to the Securities or to secure the Securities;

          (vi) to add additional assets as Collateral;

          (vii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer;

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          (viii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA;

          (ix) to make any change that does not materially and adversely affect the rights of any Holder;

          (x) to provide for the issuance of the Exchange Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities;

          (xi) to release Collateral from the Lien pursuant to this Indenture, the Security Documents and the Intercreditor Agreements when permitted or required by this Indenture or the Security Documents; or

          (xii) to modify the Security Documents and/or the Intercreditor Agreements (and/or enter into new Security Documents and/or intercreditor agreements) to secure other obligations, which obligations are permitted to be incurred and secured pursuant to the terms hereof, in accordance with the terms of the Security Documents, the Intercreditor Agreements, Section 4.12 and Article 11 of this Indenture (it being understood that such other obligations shall be secured pursuant to security documents that are separate from the Security Documents securing the Note Obligations).

          After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

          Section 9.02. With Consent of the Holders. (a) The Issuer and the Trustee may amend this Indenture, the Securities, the Security Documents or the Intercreditor Agreements without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for, or purchase of, the Securities) and compliance with any provisions of this Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for, or purchase of, the Securities). However, without the consent of each Holder of an outstanding Security affected, an amendment may not:

          (i) reduce the amount of Securities whose Holders must consent to an amendment,

          (ii) reduce the rate of or extend the time for payment of interest on any Security,

          (iii) reduce the principal of or change the Stated Maturity of any Security,

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          (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3,

          (v) make any Security payable in money other than that stated in such Security,

          (vi) impair the right of any Holder to receive payment of principal of or premium, if any, and interest (including Additional Interest, if any) on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities,

          (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02,

          (viii) modify any Guarantees in any manner adverse to the Holders,

          (ix) expressly subordinate the Securities or any Guarantees to any other Indebtedness of the Issuer or any Guarantor, or

          (x) make any change in the provisions of the Intercreditor Agreements or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holders.

          (b) Notwithstanding the foregoing, without the consent of Holders representing 66 2/3% in principal amount of the Securities then outstanding, no amendment or waiver may (i) release any material portion of the Collateral (other than the Revolving Facility Collateral, provided that such Revolving Facility Collateral is also released from the Liens securing the Obligations under the Revolving Credit Agreement) upon which the Collateral Agent has a perfected security interest pursuant to the Intercreditor Agreement from the Lien of this Indenture and the Security Documents (except as permitted by the terms of the Security Documents or the Intercreditor Agreements), or (ii) subordinate the Liens of the Notes Collateral Agent securing the Collateral (except as permitted by the terms of the Indenture, Security Documents or the Intercreditor Agreements, including, without limitation, to give senior liens to the lenders under any Revolving Credit Agreement with respect to Revolving Facility Collateral in a manner consistent with the Intercreditor Agreement).

          It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

          After an amendment under this Section 9.02 becomes effective, the Issuer shall send to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

          Section 9.03. Compliance with Trust Indenture Act. From the date on which this Indenture is qualified under the TIA, every amendment, waiver or supplement to this Indenture or the Securities shall comply with the TIA as then in effect.

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          Section 9.04. Revocation and Effect of Consents and Waivers. (a) A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date on which the Trustee receives an Officers’ Certificate from the Issuer certifying that the requisite principal amount of Securities have consented. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective upon the (i) receipt by the Issuer or the Trustee of consents by the Holders of the requisite principal amount of securities, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the Issuer and the Trustee.

          (b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding Paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

          Section 9.05. Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a Security, the Issuer may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment, supplement or waiver.

          Section 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and the Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Such opinion of counsel shall be at the expense of the Issuer.

          Section 9.07. Payment for Consent. Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or

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amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

          Section 9.08. Additional Voting Terms; Calculation of Principal Amount. All Securities issued under this Indenture shall vote and consent together on all matters (as to which any of such Securities may vote) as one class and no series of Securities will have the right to vote or consent as a separate class on any matter. Determinations as to whether Holders of the requisite aggregate principal amount of Securities have concurred in any direction, waiver or consent shall be made in accordance with this Article 9 and Section 2.14.

ARTICLE 10

RANKING OF NOTE LIENS⁵

          Section 10.01. Relative Rights. The Intercreditor Agreement defines the relative rights, as lienholders, between the holders of the Revolving Facility Obligations on the one hand and the holders of the Note Obligations on the other hand. Nothing in this Indenture or the Intercreditor Agreement will:

     (a) impair, as between the Issuer and Holders, the obligation of the Issuer, which is absolute and unconditional, to pay principal of, premium and interest on the Securities in accordance with their terms or to perform any other obligation of the Issuer or any other Obligor under this Indenture, the Securities, the Guarantees and the Security Documents;

     (b) restrict the right of any Holder to sue for payments that are then due and owing, in a manner not inconsistent with the provisions of the Intercreditor Agreement;

     (c) prevent the Trustee, the Notes Collateral Agent or any Holder from exercising against the Issuer or any other obligor any of its other available remedies upon a Default or Event of Default (other than its rights as a secured party, which are subject to the Intercreditor Agreement); or

     (d) restrict the right of the Trustee, the Notes Collateral Agent or any Holder:

          (i) to file and prosecute a petition seeking an order for relief in an involuntary Bankruptcy Case as to any obligor or otherwise to commence, or seek relief commencing, any insolvency or liquidation Proceeding involuntarily against any obligor;

          (ii) to make, support or oppose any request for an order for dismissal, abstention or conversion in any insolvency or liquidation proceeding;

          (iii) to make, support or oppose, in any insolvency or liquidation proceeding, any request for an order extending or terminating any period during which

⁵ [NTD: To be conformed to intercreditor agreement as necessary/appropriate]

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the debtor (or any other Person) has the exclusive right to propose a plan of reorganization or other dispositive restructuring or liquidation plan therein;

          (iv) to seek the creation of, or appointment to, any official committee representing creditors (or certain of the creditors) in any insolvency or liquidation proceedings and, if appointed, to serve and act as a member of such committee without being in any respect restricted or bound by, or liable for, any of the obligations under this Article 10;

          (v) to seek or object to the appointment of any professional person to serve in any capacity in any insolvency or liquidation proceeding or to support or object to any request for compensation made by any professional person or others therein;

          (vi) to make, support or oppose any request for order appointing a trustee or examiner in any insolvency or liquidation proceedings; or

          (vii) otherwise to make, support or oppose any request for relief in any insolvency or liquidation proceeding that it is permitted by law to make, support or oppose if it were a holder of unsecured claims; or

          (viii) as to any matter relating to any plan of reorganization or other restructuring or liquidation plan or as to any matter relating to the administration of the estate or the disposition of the case or proceeding (in each case except as set forth in the Intercreditor Agreement).

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ARTICLE 11

COLLATERAL AND SECURITY

          Section 11.01. Security Documents. The payment of the principal of and interest on the Securities when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Securities or by any Guarantor pursuant to its Guarantees, the payment of all other Note Obligations and the performance of all other obligations of the Issuer and the Guarantors under this Indenture, the Securities, the Guarantees and the Security Documents are secured as provided in the Security Documents which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuer shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, do all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuer and its Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest or second priority security interest, as applicable, as provided in the Intercreditor Agreements, subject only to Permitted Liens and the terms of the Intercreditor Agreements.

          Section 11.02. Notes Collateral Agent. (a) The Notes Collateral Agent is authorized and empowered to appoint one or more co-Notes Collateral Agents as it deems necessary or appropriate.

          (b) Subject to Section 7.01, neither the Trustee nor the Notes Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so, except for its own willful misconduct, gross negligence or bad faith.

          (c) Subject to the Security Documents and the Intercreditor Agreements, the Notes Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the terms of the Security Documents and the Intercreditor Agreements, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Notes Collateral Agent will not be obligated:

          (i) to act upon directions purported to be delivered to it by any other Person;

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          (ii) to foreclose upon or otherwise enforce any Lien; or

          (iii) to take any other action whatsoever with regard to any or all of the Liens, Security Documents or Collateral.

          (d) The Notes Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the Liens or Security Documents.

          (e) In acting as Notes Collateral Agent or co-Notes Collateral Agent, the Notes Collateral Agent and each co-Notes Collateral Agent may rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof.

          (f) If the Issuer (i) Incurs Revolving Facility Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Revolving Facility Obligations entitled to the benefit of the existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Notes Collateral Agent an Officers’ Certificate so stating and requesting the Notes Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Intercreditor Agreement in effect on the Issue Date) in favor of a designated agent or representative for the holders of the Credit Agreement Obligations so Incurred, the Trustee and the Notes Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

          (g) If the Issuer (i) Incurs at any time after the Issue Date any other Indebtedness secured by a Lien on the Collateral pursuant to Section 4.12 and there is no applicable existing intercreditor agreement in effect and (ii) delivers to the Notes Collateral Agent an Officers’ Certificate so stating and requesting the Notes Collateral Agent to enter into an intercreditor agreement in favor of a designated agent or representative for the holders of the Indebtedness so Incurred, then the Notes Collateral Agent and the designated agent or representative for the holders of such Indebtedness shall enter into an intercreditor agreement with terms that are and customary for intercreditor agreements governing Liens with the relative lien priorities of the Notes Obligations and the obligations under such Indebtedness.

          Section 11.03. Authorization of Actions to Be Taken. (a) Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor Agreements, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Notes Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Notes Collateral Agent to enter into, and the Notes Collateral Agent to execute and deliver, the Intercreditor Agreements, and authorizes and empowers the Trustee and the Notes Collateral Agent to bind the Holders of Securities and other holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations and exercise its rights and powers thereunder.

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          (b) The Notes Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Security Documents to which the Notes Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture.

          (c) Subject to the provisions of Section 7.01, Section 7.02, and the Intercreditor Agreements, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Notes Collateral Agent to take all actions it deems necessary or appropriate in order to:

          (i) foreclose upon or otherwise enforce any or all of the Liens;

          (ii) enforce any of the terms of the Security Documents to which the Notes Collateral Agent or Trustee is a party; or

          (iii) collect and receive payment of any and all Obligations.

          Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the Notes Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the Liens or the Security Documents to which the Notes Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Notes Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Notes Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Notes Collateral Agent.

          Section 11.04. Release of Liens. (a) Subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreements or as provided hereby.

          (i) Upon the request of the Issuer pursuant to an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent hereunder have been met, the Issuer and the Guarantors will be entitled to the release of assets included in the Collateral from the Liens securing the Securities, and the Notes Collateral Agent and the Trustee (if the Trustee is not then the Notes Collateral Agent) shall release the same from such Liens at the Issuer’s sole cost and expense, under any one or more of the following circumstances:

          (A) to enable the Issuer or any Guarantor to consummate the disposition of property or assets to the extent not prohibited under Section 4.06;

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          (B) in the case of a Guarantor that is released from its Guarantee with respect to the Securities, the release of the property and assets of such Guarantor;

          (C) as described under Article 9; or

          (D) to the extent required by the terms of the Intercreditor Agreements.

          Upon the receipt of an Officers’ Certificate from the Issuer, as described above, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Notes Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreements.

          (b) Except as otherwise provided in the Intercreditor Agreements, no Collateral may be released from the Lien and security interest created by the Security Documents unless the Officers’ Certificate required by this Section 11.04 has been delivered to the Notes Collateral Agent and the Trustee not less than five days prior to the date of such release.

          (c) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Notes Collateral Agent, no release of Collateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders, except as otherwise provided in the Intercreditor Agreements.

          (d) Notwithstanding anything to the contrary provided in Section 4.12, 4.15 or Article 11 hereof, or anything else to the contrary provided herein or in any of the Security Documents or Intercreditor Agreements, the Collateral shall not include any securities of any of the Issuer’s Subsidiaries to the extent that the pledge of such securities results in the Issuer’s being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence. In the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act (or any successor regulation) is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s securities secure the Securities, then the securities of such Subsidiary will not be subject to the Liens securing the Securities and the Obligations and will automatically be deemed not to be part of the Collateral but only to the extent necessary not to be subject to such requirement and only for so long as required to not be subject to the requirement. In the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act (or any successor regulation) is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s securities to secure the Securities in excess of the amount then pledged without the filing with the SEC of separate financial statements of such Subsidiary, then the

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securities of such Subsidiary will automatically be deemed to be a part of the Collateral but only to the extent permitted to not be subject to any such financial statement requirement.

          Section 11.05. Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30.

          Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.

          (b) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Notes Collateral Agent setting forth such determination.

          Section 11.06. Powers Exercisable by Receiver or Trustee. In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 11 upon the Issuer or a Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuer or a Guarantor or of any officer or officers thereof required by the provisions of this Article 11; and if the Trustee shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee.

          Section 11.07. Release Upon Termination of the Issuer’s Obligations. In the event (i) that the Issuer delivers to the Trustee, in form and substance acceptable to it, an Officers’ Certificate and Opinion of Counsel certifying that all the obligations under this Indenture, the Securities and the Security Documents have been satisfied and discharged by the payment in full of the Issuer’s obligations under the Securities, this Indenture and the Security Documents, and all such obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Indenture occurs under Article 8, the Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon receipt by the Notes Collateral Agent of such notice, the

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Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall, at the expense of the Issuer, do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

          Section 11.08. Designations. For purposes of the provisions hereof and the Intercreditor Agreements requiring the Issuer to designate Indebtedness hereunder or under the Intercreditor Agreements, any such designation shall be sufficient if the relevant designation provides in writing, signed on behalf of the Issuer by an Officer and delivered to the Trustee and the Notes Collateral Agent.

          Section 11.09. Taking and Destruction. Upon any Taking or Destruction of any Collateral, all Net Insurance Proceeds received by the Issuer or any Restricted Subsidiary shall be deemed Net Proceeds and shall be applied in accordance with Section 4.06.

ARTICLE 12

GUARANTEES

          Section 12.01. Guarantees. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and the Notes Collateral Agent and their successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Notes Collateral Agent) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuer under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). To the fullest extent permitted by applicable law, each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 12 notwithstanding any extension or renewal of any Guaranteed Obligation.

          (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Notes Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Notes Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder, the Trustee or the Notes Collateral Agent to exercise any right or remedy against any

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other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor.

          (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor.

          (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Notes Collateral Agent to any security held for payment of the Guaranteed Obligations.

          (e) Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder, the Trustee or the Notes Collateral Agent to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity.

          (f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantee is released in accordance with Section 12.03. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, the Trustee or the Notes Collateral Agent upon the bankruptcy or reorganization of the Issuer or otherwise.

          (g) In furtherance of the foregoing and not in limitation of any other right which any Holder, the Trustee or the Notes Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of

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(i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer to the Trustee.

          (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 12.01.

          (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Notes Collateral Agent, the Trustee or any Holder in enforcing any rights under this Section 12.01.

          (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

          Section 12.02. Limitation on Liability. Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

          Section 12.03. Release of Guarantees. A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations under this Article 12, without any action required on the part of the Trustee or any Holder:

          (a) upon the sale, disposition or other transfer (including by way of merger or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Restricted Subsidiary) of the applicable Guarantor if such sale, disposition or other transfer is made in compliance with this Indenture; or

          (b) if the Issuer designates such Guarantor as an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; and

          (c) upon the Issuer’s exercise of its defeasance options under Article 8, or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture.

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          A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing First Priority Lien Obligations, subject to, in each case, the application of the proceeds of such foreclosure in the manner set forth in the Security Documents or the Intercreditor Agreements, or other exercise of remedies in respect thereof or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with any Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer which results in the obligation to guarantee the Securities.

          Section 12.04. Successors and Assigns. This Article 12 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Notes Collateral Agent, the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder, the Trustee or the Notes Collateral Agent, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

          Section 12.05. No Waiver. Neither a failure nor a delay on the part of either the Notes Collateral Agent, the Trustee or the Holders in exercising any right, power or privilege under this Article 12 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Notes Collateral Agent, the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 12 at law, in equity, by statute or otherwise.

          Section 12.06. Modification. No modification, amendment or waiver of any provision of this Article 12, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.

          Section 12.07. Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in a form reasonably satisfactory to the Trustee and the Issuer to which such Subsidiary or other Person shall become a Guarantor under this Article 12. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

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          Section 12.08. Non-Impairment. The failure to endorse a Guarantee on any Security shall not affect or impair the validity thereof.

ARTICLE 13

MISCELLANEOUS

          Section 13.01. Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall control.

          Section 13.02. Notices. (a) Any notice or communication required or permitted hereunder shall be in writing and delivered in person, via facsimile or mailed by first-class mail addressed as follows:

if to the Issuer or a Guarantor:

Pliant Corporation
1515 Woodfield Road, Suite 600
Schaumburg, Illinois 60173

Attention of:
Chief Financial Officer

if to the Trustee:

[Wilmington Trust]

if to the Notes Collateral Agent:

[ ]

The Issuer, the Trustee or the Notes Collateral Agent by notice to the other may designate additional or different addresses for subsequent notices or communications.

          (b) Any notice or communication mailed to a Holder shall be mailed, first class mail, or sent electronically to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

          (c) Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee are effective only if received.

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          Section 13.03. Communication by the Holders with Other Holders. The Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under this Indenture or the Securities. The Issuer, the Trustee, the Registrar and other Persons shall have the protection of Section 312(c) of the TIA.

          Section 13.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee:

     (a) an Officers’ Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

     (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

          Section 13.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.09) shall include:

     (a) a statement that the individual making such certificate or opinion has read such covenant or condition;

     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

     (c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

          Section 13.06. When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Issuer, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination. For the avoidance of doubt, as of the Issue Date Berry and the Apollo Sponsors are Affiliates of the Issuer and the Guarantors (and if, on any date after the Issue Date upon which the relationship between Berry and the Issuer, or the Apollo Sponsors and the Issuer, as

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applicable, is the same as such relationship as of the Issue Date, Berry and the Issuer, or the Apollo Sponsors and the Issuer, as applicable, shall be Affiliates).

          Section 13.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of the Holders. The Registrar and a Paying Agent may make reasonable rules for their functions.

          Section 13.08. Legal Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected.

          Section 13.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

          Section 13.10. No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in the Issuer or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuer or the Guarantors under the Securities or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.

          Section 13.11. Successors. All agreements of the Issuer and each Guarantor in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

          Section 13.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

          Section 13.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

          Section 13.14. Indenture Controls. If and to the extent that any provision of the Securities limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control.

          Section 13.15. Severability. In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

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[Remainder of page intentionally left blank]

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          IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

[New Pliant]
By:
	Name:
	Title:
[Guarantors]
By:
	Name:
	Title:

[ ], as Trustee
By:
	Name:
	Title:

APPENDIX A

[APPENDIX A AND EXHIBITS SUBJECT TO FURTHER REVIEW AND COMMENT]

PROVISIONS RELATING TO ORIGINAL SECURITIES AND EXCHANGE SECURITIES

          1. Definitions.

          For the purposes of this Appendix A the following terms shall have the meanings indicated below:

          “Additional Interest” has the meaning set forth in the Registration Agreement.

          “Definitive Security,” or “Definitive Securities,” means a certificated Original Security or Exchange Security (bearing a Plan Securities Legend if the transfer of such Security is restricted by applicable law) that does not include the Global Securities Legend.

          “Depository” means The Depository Trust Company, its nominees and their respective successors.

          “Global Securities” has the meaning set forth in Section 2.1(b) of this Appendix A.

          “Global Securities Legend” means the legend set forth under that caption in the applicable Exhibit to this Indenture.

          “Initial Holders” means the holders of the Existing First Lien Notes that are the initial holders of the Original Securities.

          “Plan Securities” means all Original Securities offered and sold pursuant to an exemption from registration provided by section 1145 of the Bankruptcy Code, under the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

          “Plan Securities Legend” means the applicable legend set forth in Section 2.2(f)(i) herein.

          “Registered Exchange Offer” means the offer by the Company, pursuant to the Registration Agreement, to certain Holders of Original Securities, to issue and deliver to such Holders, in exchange for their Original Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act.

          “Registration Agreement” means the Exchange and Registration Rights Agreement dated as of [ ] among the Issuer, the Guarantors and the Initial Holders relating to the Securities, as amended, supplemented or otherwise modified from time to time.

          “Regulation S” means Regulation S under the Securities Act.

          “Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

1

          “Rule 144A” means Rule 144A under the Securities Act.

          “Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository) or any successor person thereto, who shall initially be the Trustee.

          “Shelf Registration Statement” means a registration statement filed by the Company in connection with the offer and sale of Original Securities pursuant to the Registration Agreement.

          2. The Securities.

          2.1 Form and Dating; Global Securities.

          (a) The Original Securities issued on the date hereof will be offered and sold pursuant to an exemption from registration provided by section 1145 of the Bankruptcy Code, under the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

          (b) Global Securities. (i) Plan Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Plan Global Securities”).

          The term “Global Securities” means the Plan Global Securities. The Global Securities shall bear the Global Security Legend. The Global Securities initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member and (ii) be delivered to the Trustee as custodian for such Depository.

          Members of, or direct or indirect participants in, the Depository shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Securities. The Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

          (ii) Transfers of Global Securities shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Definitive Securities only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Security shall be exchangeable for Definitive Securities if (x) the Depository (1) notifies the Issuer that it is unwilling or unable to continue as depository for such Global Security and the Issuer thereupon fails to appoint a successor depository within 90 days or (2) has ceased to be a clearing agency registered under the Exchange Act or (y) there shall have occurred and be continuing an Event of Default with respect to such Global Security. In all cases, Definitive Securities delivered in exchange for any Global Security or beneficial

2

interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures.

          (iii) In connection with the transfer of a Global Security as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.

          (iv) [Reserved].

          (v) The Holder of any Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.

          2.2 Transfer and Exchange.

          (a) Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole except as set forth in Section 2.1(b). Global Securities will not be exchanged by the Issuer for Definitive Securities except under the circumstances described in Section 2.1(b)(ii). Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of this Indenture. Beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.2(b) or 2.2(g).

          (b) Transfer and Exchange of Beneficial Interests in Global Securities. The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Global Securities shall be transferred or exchanged only for beneficial interests in Global Securities. Transfers of beneficial interests in the Global Securities may be transferred to Persons who take delivery thereof in the form of a beneficial interest in a Global Security. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.2(b).

          (c) Transfer and Exchange of Beneficial Interests in Global Securities for Definitive Securities. A beneficial interest in a Global Security may not be exchanged for a Definitive Security except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Security may not be transferred to a Person who takes delivery thereof in the form of a Definitive Security except under the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global Securities shall be transferred or exchanged only for Definitive Securities.

          (d) Transfer and Exchange of Definitive Securities for Beneficial Interests in Global Securities. A Holder of a Definitive Security may exchange such Definitive Security for a beneficial interest in a Global Security or transfer such Definitive Security to a Person who

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takes delivery thereof in the form of a beneficial interest in a Global Security at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Definitive Security and increase or cause to be increased the aggregate principal amount of one of the Global Securities. If any such transfer or exchange is effected pursuant to this paragraph (d) at a time when a Global Security has not yet been issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate one or more Global Securities in an aggregate principal amount equal to the aggregate principal amount of Definitive Securities transferred or exchanged pursuant to this paragraph (d).

          (e) Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e).

          (f) Legend.

          (i) Each Security certificate evidencing the Global Securities and the Definitive Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):

THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND WAS ORIGINALLY ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY 11 U.S.C. SECTION 1145, UNDER AN ORDER CONFIRMING THE CHAPTER 11 PLAN OF REORGANIZATION FILED BY [APOLLO AND PLIANT] IN THE BANKRUPTCY CASES [DOCKET NO.], INCLUDING EXHIBITS AND ALL SUPPLEMENTS, APPENDICES AND SCHEDULES THERETO, AS THE SAME MAY BE ALTERED, AMENDED OR MODIFIED FROM TIME TO TIME. THE HOLDER OF THIS SECURITY IS REFERRED TO 11 U.S.C. SECTION 1145 FOR GUIDANCE AS TO THE SALE OF THIS SECURITY.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED BY ANY HOLDER THAT IS AN “AFFILIATE” (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES

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ACT) OF THE COMPANY, OTHER THAN (I) TO THE ISSUER OR A SUBSIDIARY THEREOF, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE), (V) TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DESCRIBED IN RULE 501(A)(1), (2) (3) OR (7) UNDER THE SECURITIES ACT) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.”

[THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”), FOR PURPOSES OF SECTIONS 1272, 1273, AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. NEW PLIANT (THE “COMPANY”) WILL, BEGINNING NO LATER THAN TEN (10) DAYS AFTER THE ISSUE DATE, PROMPTLY PROVIDE TO HOLDERS OF SECURITIES, UPON WRITTEN REQUEST, THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY WITH RESPECT TO THE SECURITIES. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE COMPANY AT NEW PLIANT, [ADDRESS], ATTENTION: CHIEF FINANCIAL OFFICER.]

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”]

          (ii) After a transfer of any Original Securities during the period of the effectiveness of a Shelf Registration Statement with respect to such Original Securities, all requirements pertaining to the Plan Securities Legend on such Original Securities shall cease to apply and the requirements that any such Original Securities be issued in global form shall continue to apply.

          (iii) Upon the consummation of a Registered Exchange Offer with respect to the Original Securities pursuant to which Holders of such Original Securities are offered Exchange Securities in exchange for their Original Securities, all requirements pertaining to Original Securities that Original Securities be issued in global form shall continue to apply, and Exchange Securities in global form without the Plan Securities Legend shall be available to Holders that exchange such Original Securities in such Registered Exchange Offer.

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          (iv) [Reserved].

          (v) [Reserved].

          (g) Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.

          (h) Obligations with Respect to Transfers and Exchanges of Securities.

          (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate, Definitive Securities and Global Securities at the Registrar’s request.

          (ii) No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.06, 4.06, 4.08 and 9.05 of this Indenture).

          (iii) Prior to the due presentation for registration of transfer of any Security, the Issuer, the Trustee, a Paying Agent or the Registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

          (iv) All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

          (v) No Obligation of the Trustee.

          (vi) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the

6

delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Securities shall be given or made only to the registered Holders (which shall be the Depository or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

          (vii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

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EXHIBIT A

[FORM OF FACE OF ORIGINAL SECURITY]

[Global Securities Legend]

          THIS IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

          [THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”), FOR PURPOSES OF SECTIONS 1272, 1273, AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. NEW PLIANT (THE “COMPANY”) WILL, BEGINNING NO LATER THAN TEN (10) DAYS AFTER THE ISSUE DATE, PROMPTLY PROVIDE TO HOLDERS OF SECURITIES, UPON WRITTEN REQUEST, THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY WITH RESPECT TO THE SECURITIES. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE COMPANY AT NEW PLIANT, [ADDRESS], ATTENTION: CHIEF FINANCIAL OFFICER.]

          THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND WAS ORIGINALLY ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY 11 U.S.C. SECTION 1145, UNDER AN ORDER CONFIRMING THE CHAPTER 11 PLAN OF REORGANIZATION FILED BY [APOLLO AND PLIANT] IN THE

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BANKRUPTCY CASES [DOCKET NO. ], INCLUDING EXHIBITS AND ALL SUPPLEMENTS, APPENDICES AND SCHEDULES THERETO, AS THE SAME MAY BE ALTERED, AMENDED OR MODIFIED FROM TIME TO TIME. THE HOLDER OF THIS SECURITY IS REFERRED TO 11 U.S.C. SECTION 1145 FOR GUIDANCE AS TO THE SALE OF THIS SECURITY.

          THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED BY ANY HOLDER THAT IS AN “AFFILIATE” (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY, OTHER THAN (I) TO THE ISSUER OR A SUBSIDIARY THEREOF, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE), (V) TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DESCRIBED IN RULE 501(A)(1), (2) (3) OR (7) UNDER THE SECURITIES ACT) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.”

          [THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”), FOR PURPOSES OF SECTIONS 1272, 1273, AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. NEW PLIANT (THE “COMPANY”) WILL, BEGINNING NO LATER THAN TEN (10) DAYS AFTER THE ISSUE DATE, PROMPTLY PROVIDE TO HOLDERS OF SECURITIES, UPON WRITTEN REQUEST, THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY WITH RESPECT TO THE SECURITIES. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE COMPANY AT NEW PLIANT, [ADDRESS], ATTENTION: CHIEF FINANCIAL OFFICER.]]

          “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”]

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[FORM OF ORIGINAL SECURITY]

No. $                    

11 1/2% Senior Secured Notes due 2015

CUSIP No.

ISIN No.

          [New Pliant], a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of [     Dollars] [listed on the Schedule of Increases or Decreases in Global Security attached hereto] on [     ], 2015.

          Interest Payment Dates: June 15 and December 15

          Record Dates: June 1 and December 1

          Additional provisions of this Security are set forth on the other side of this Security.

          IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.

New Pliant
By:
	Name:
	Title:

Dated:

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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

[           ],
     as Trustee, certifies that this is
     one of the Securities
     referred to in the Indenture.

By:
	Authorized Signatory

*/ If the Security is to be issued in global form, add the Global Securities Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES — SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”.

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[FORM OF REVERSE SIDE OF ORIGINAL SECURITY]

11 1/2% Senior Secured Notes due 2015

          1. Interest

          (a) [New Pliant], a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the Applicable Rate (as defined below), based on a 360-day year of twelve 30-day months. “Applicable Rate” shall mean a rate per annum equal to 11.50%. All of the interest on the Securities will be payable in cash. The Company shall pay interest semi-annually on June 15 and December 15 of each year, commencing December 15, 2009. Interest on the Securities shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the date of issuance. The Company shall pay interest on overdue principal at the rate borne by the Securities plus 2%, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

          The interest rate on the Securities will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

          (b) Registration Rights Agreement. The Holder of this Security is entitled to the benefits of an Exchange and Registration Rights Agreement, dated as of [      ], among the Issuer, the Guarantors and the Initial Holders.

          2. Method of Payment

          The Company shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on June 1 and December 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date (whether or not a Business Day). Holders must surrender Securities to the Paying Agent to collect principal payments. The Company shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Company shall make all payments in respect of a certificated Security (including principal, premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Company, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

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          3. Paying Agent and Registrar

          Initially, [      ], a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

          4. Indenture

          The Company issued the Securities under an Indenture dated as of [     ] (the “Indenture”), among the Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions

          The Securities are senior secured obligations of the Company. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities and any Exchange Securities issued in exchange for the Original Securities pursuant to the Indenture. The Original Securities and any Exchange Securities are treated as a single class of securities under the Indenture, except as specifically stated otherwise therein. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur certain Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

          To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

          The Securities are secured by the Liens created by the Security Documents pursuant to, and subject to, the terms of the Indenture and the Intercreditor Agreement.

          5. Optional Redemption

          The Securities shall be redeemable at the option of the Company, in whole or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of the

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Holders of record on the relevant record date to receive interest on the relevant interest payment date) if redeemed during the twelve-month period commencing on [                     ] [___] of the years set forth below:

Year	Redemption Price
2009		100.000	%
2010		100.000	%
2011		103.000	%
2012		102.000	%
2013		101.000	%
2014 and thereafter		100.000	%

          6. Sinking Fund

          The Securities are not subject to any sinking fund.

          7. Notice of Redemption

          Notice of redemption will be mailed by first-class mail or sent electronically at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his, her or its registered address. Securities in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such Securities (or such portions thereof) called for redemption.

          8. Repurchase of Securities at the Option of the Holders upon Change of Control and Asset Sales

          Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Company to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture.

          In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Securities upon the occurrence of certain events.

          9. Denominations; Transfer; Exchange

          The Securities are in registered form, without coupons, in minimum denominations of $2,000 and any integral multiple of $1,000. A Holder shall register the transfer of or exchange of Securities in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish

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appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed.

          10. Persons Deemed Owners

          The registered Holder of this Security shall be treated as the owner of it for all purposes.

          11. Unclaimed Money

          If money for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Company at their written request unless an abandoned property law designates another Person. After any such payment, the Holders entitled to the money must look to the Company for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies.

          12. Discharge and Defeasance

          Subject to certain conditions and as set forth in the Indenture, the Company at any time may terminate some of or all its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.

          13. Amendment; Waiver

          Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities, the Security Documents or the Intercreditor Agreements may be amended without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities (voting as a single class) and (ii) compliance with any provisions of this Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities; provided that without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the outstanding Securities, no amendment or waiver may: (i) release any material portion of the Collateral, other than the Revolving Facility Collateral, upon which the Collateral Agent has a perfected security interest pursuant to the Intercreditor Agreement from the Lien of this Indenture and the Security Documents (except as permitted by the terms of the Security Documents or the Intercreditor Agreements), or (ii) subordinate the Liens of the Notes Collateral Agent securing the Collateral (except as permitted by the terms of the Indenture, Security Documents or the Intercreditor Agreements, including, without limitation, to give senior liens to the lenders under any Revolving Credit Agreement with respect to Revolving Facility Collateral in a manner consistent with the Intercreditor Agreement). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Company under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Guarantor of the

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obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to add additional Guarantees with respect to the Securities; (vi) to add additional assets as Collateral; (vii) to add additional covenants of the Company for the benefit of the Holders or to surrender rights and powers conferred on the Company; (viii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (ix) to make any change that does not materially and adversely affect the rights of any Holder; (x) to provide for the issuance of the Exchange Securities; (xi) to release Collateral from the Lien pursuant to this Indenture, the Security Documents and the Intercreditor Agreements when permitted or required by this Indenture or the Security Documents; or (xii) to modify the Security Documents and/or the Intercreditor Agreements (and/or enter into new Security Documents and/or intercreditor agreements) to secure other obligations, which obligations are permitted to be incurred and secured pursuant to the terms of the Indenture, in accordance with the terms of the Security Documents, the Intercreditor Agreements, Section 4.12 and Article 11 of the Indenture (it being understood that such other obligations shall be secured pursuant to security documents that are separate from the Security Documents securing the Note Obligations).

          14. Defaults and Remedies

          If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences.

          If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding

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Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

          15. Trustee Dealings with the Company

          Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

          16. No Recourse Against Others

          No director, officer, employee, incorporator or holder of any equity interests in the Company or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Company or the Guarantors under the Securities, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability.

          17. Authentication

          This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

          18. Abbreviations

          Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

          19. Governing Law

          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

          20. CUSIP Numbers; ISINs

          The Company has caused CUSIP numbers and ISINs to be printed on the Securities and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of

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such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

          The Company will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security.

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ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to:

     (Print or type assignee’s name, address and zip code)

     (Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint      agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date:                      Your Signature:                                         

Sign exactly as your name appears on the other side of this Security.

Signature Guarantee:

Date:
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	Signature of Signature Guarantee

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          CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

          REGISTRATION OF TRANSFER PLAN SECURITIES

          This certificate relates to $___ principal amount of Securities held in (check applicable space) ___ book-entry or ___ definitive form by the undersigned.

          The undersigned (check one box below):

o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above);

o has requested the Trustee by written order to exchange or register the transfer of a Security or Securities.

[If the Security is a Plan Security, add:

          In connection with any transfer of any of the Securities evidenced by this certificate by any Person deemed to be an “Affiliate” of the Company under the Securities Act of 1933, as amended, the undersigned confirms that such Securities are being transferred in accordance with its terms:]

CHECK ONE BOX BELOW

(1)     o     to the Company or a subsidiary thereof; or

(2)     o     to the Registrar for registration in the name of the Holder, without transfer; or

(3)     o     pursuant to an effective registration statement under the Securities Act of 1933; or

(4)      o    inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or

(6)      o    to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements; or

(7)      o    pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.

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          Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate held by any Affiliate of the Company in the name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Company or the Trustee may require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company or the Trustee have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

Date:                     Your Signature:                                        

Signature Guarantee:

Date:
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	Signature of Signature Guarantee

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TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

          The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
	NOTICE: To be executed by an executive officer

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[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

          The initial principal amount of this Global Security is $                    . The following increases or decreases in this Global Security have been made:

	Amount of decrease in	Amount of increase in	Principal amount of this	Signature of authorized
	Principal Amount of this	Principal Amount of this	Global Security following	signatory of Trustee or
Date of Exchange	Global Security	Global Security	such decrease or increase	Securities Custodian

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OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box:

          Asset Sale o                     Change of Control o

          If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000):

          $

Date:	Your Signature:
		Sign exactly as your name appears on the other side of this Security)
Signature Guarantee:
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee

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EXHIBIT B

[APPENDIX B SUBJECT TO CONTINUING REVIEW]

[FORM OF FACE OF EXCHANGE SECURITY]
[Global Securities Legend]

     THIS IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

     [THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”), FOR PURPOSES OF SECTIONS 1272, 1273, AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. NEW PLIANT (THE “COMPANY”) WILL, BEGINNING NO LATER THAN TEN (10) DAYS AFTER THE ISSUE DATE, PROMPTLY PROVIDE TO HOLDERS OF SECURITIES, UPON WRITTEN REQUEST, THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY WITH RESPECT TO THE SECURITIES. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE COMPANY AT NEW PLIANT, [ADDRESS], ATTENTION: CHIEF FINANCIAL OFFICER.]

B-1

No.	$
11 1/2% Senior Secured Note due 2015
CUSIP No.
ISIN No.

     [New Pliant], a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of [          Dollars] [listed on the Schedule of Increases or Decreases in Global Security attached hereto] on [           ], 2015.

     Interest Payment Dates: June 15 and December 15

     Record Dates: June 1 and December 1

     Additional provisions of this Security are set forth on the other side of this Security.

     IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.

New Pliant
By:
	Name:
	Title:

Dated:

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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

[                    ],

as Trustee, certifies that this is
one of the Securities
referred to in the Indenture.

By:
	Authorized Signatory

*/ If the Security is to be issued in global form, add the Global Securities Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES — SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”.

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[FORM OF REVERSE SIDE OF EXCHANGE SECURITY]

11 1/2% Senior Secured Note due 2015

     1. Interest

     (a) New Pliant, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the Applicable Rate (as defined below), based on a 360-day year of twelve 30-day months. “Applicable Rate” shall mean a rate per annum equal to 11.50%. All of the interest on the Securities will be payable in cash. The Company shall pay interest semi-annually on June 15 and December 15 of each year, commencing December 15, 2009. Interest on the Securities shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the date of issuance. The Company shall pay interest on overdue principal at the rate borne by the Securities plus 2%, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

     The interest rate on the Securities will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

     2. Method of Payment

     The Company shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on June 1 and December 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date (whether or not a Business Day). Holders must surrender Securities to the Paying Agent to collect principal payments. The Company shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Company shall make all payments in respect of a certificated Security (including principal, premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Company, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

     3. Paying Agent and Registrar

     Initially, [                    ], a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or

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Registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

     4. Indenture

     The Company issued the Securities under an Indenture dated as of [ ] (the “Indenture”), among the Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions

     The Securities are senior secured obligations of the Company. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities and any Exchange Securities issued in exchange for the Original Securities pursuant to the Indenture. The Original Securities and any Exchange Securities are treated as a single class of securities under the Indenture, except as specifically stated otherwise therein. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur certain Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.

     To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture.

     The Securities are secured by the Collateral, in each case, by the Liens created by the Security Documents pursuant to, and subject to, the terms of the Indenture and the Intercreditor Agreement.

     5. Optional Redemption

     The Securities shall be redeemable at the option of the Company, in whole or in part from time to time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest on the relevant interest payment

B-5

date) if redeemed during the twelve-month period commencing on [                    ] [    ] of the years set forth below:

Year	Redemption Price
2009		100.000	%
2010		100.000	%
2011		103.000	%
2012		102.000	%
2013		101.000	%
2014 and thereafter		100.000	%

     6. Sinking Fund

     The Securities are not subject to any sinking fund.

     7. Notice of Redemption

     Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his, her or its registered address. Securities in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption.

     8. Repurchase of Securities at the Option of the Holders upon Change of Control and Asset Sales

     Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Company to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture.

     In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Securities upon the occurrence of certain events.

     9. Denominations; Transfer; Exchange

     The Securities are in registered form, without coupons, in minimum denominations of $2,000 and any integral multiple of $1,000. A Holder shall register the transfer of or exchange of Securities in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or

B-6

permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed.

     10. Persons Deemed Owners

     The registered Holder of this Security shall be treated as the owner of it for all purposes.

     11. Unclaimed Money

     If money for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Company at their written request unless an abandoned property law designates another Person. After any such payment, the Holders entitled to the money must look to the Company for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies.

     12. Discharge and Defeasance

     Subject to certain conditions, the Company at any time may terminate some of or all its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.

     13. Amendment; Waiver

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities, the Security Documents or the Intercreditor Agreements may be amended without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities (voting as a single class) and (ii) compliance with any provisions of this Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities; provided that without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the outstanding Securities, no amendment or waiver may: (i) release any material portion of the Collateral, other than the Revolving Facility Collateral, upon which the Collateral Agent has a perfected security interest pursuant to the Intercreditor Agreement from the Lien of this Indenture and the Security Documents (except as permitted by the terms of the Security Documents or the Intercreditor Agreements), or (ii) subordinate the Liens of the Notes Collateral Agent securing the Collateral (except as permitted by the terms of the Indenture, Security Documents or the Intercreditor Agreements, including, without limitation, to give senior liens to the lenders under any Revolving Credit Agreement with respect to Revolving Facility Collateral in a manner consistent with the Intercreditor Agreement). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Company under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Guarantor of the obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for

B-7

uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to add additional Guarantees with respect to the Securities; (vi) to add additional assets as Collateral; (vii) to add additional covenants of the Company for the benefit of the Holders or to surrender rights and powers conferred on the Company; (viii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (ix) to make any change that does not materially and adversely affect the rights of any Holder; (x) to provide for the issuance of the Exchange Securities; (xi) to release Collateral from the Lien pursuant to this Indenture, the Security Documents and the Intercreditor Agreements when permitted or required by this Indenture or the Security Documents; or (xii) to modify the Security Documents and/or the Intercreditor Agreements (and/or enter into new Security Documents and/or intercreditor agreements) to secure other obligations, which obligations are permitted to be incurred and secured pursuant to the terms of the Indenture, in accordance with the terms of the Security Documents, the Intercreditor Agreements, Section 4.12 and Article 11 of the Indenture (it being understood that such other obligations shall be secured pursuant to security documents that are separate from the Security Documents securing the Note Obligations).

     14. Defaults and Remedies

     If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences.

     If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding

B-8

for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

     15. Trustee Dealings with the Company

     Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

     16. No Recourse Against Others

     No director, officer, employee, incorporator or holder of any equity interests in the Company or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Company or the Guarantors under the Securities, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability.

     17. Authentication

     This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

     18. Abbreviations

     Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

     19. Governing Law

     THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     20. CUSIP Numbers; ISINs

     The Company has caused CUSIP numbers and ISINs to be printed on the Securities and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of

B-9

such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

     The Company will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security.

B-10

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to:

                    (Print or type assignee’s name, address and zip code)

                     (Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                     agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date:                                          Your Signature:                                                             

Sign exactly as your name appears on the other side of this Security.

Signature Guarantee:

Date:
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	Signature of Signature Guarantee

B-11

OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box:

     Asset Sale o                     Change of Control o

     If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000)

      $

Date:	Your Signature:
	Sign exactly as your name appears on the other side of this Security)
Signature Guarantee:
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee

B-12

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

     The initial principal amount of this Global Security is $                    . The following increases or decreases in this Global Security have been made:

	Amount of decrease in	Amount of increase in	Principal amount of this	Signature of authorized
	Principal Amount of this	Principal Amount of this	Global Security following	signatory of Trustee or
Date of Exchange	Global Security	Global Security	such decrease or increase	Securities Custodian

B-13

EX-99.T.3.E.1

Exhibit T3E-1

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:

PLIANT CORPORATION, et al.,¹

Debtors. Chapter 11

Case No. 09-10443 (MFW)

Jointly Administered

DISCLOSURE STATEMENT FOR JOINT PLAN OF REORGANIZATION
PROPOSED BY APOLLO MANAGEMENT VI, L.P. ON BEHALF OF APOLLO
INVESTMENT FUND VI, L.P., APOLLO OVERSEAS PARTNERS VI, L.P., APOLLO
OVERSEAS PARTNERS (DELAWARE) VI, L.P., APOLLO OVERSEAS PARTNERS
(DELAWARE 892) VI, L.P. AND APOLLO OVERSEAS PARTNERS (GERMANY) VI, L.P.
AND DEBTORS

August 17, 2009

Date by which Ballots must be received: September 25, 2009 at 4:00 p.m. (Prevailing Eastern Time)

Date by which objections to Confirmation of the Plan must be filed and served:
September 25, 2009 at 4:00 p.m. (Prevailing Eastern Time)

Hearing on Confirmation of the Plan: October 6, 2009 at 2:00 p.m. (Prevailing Eastern Time)

WACHTELL, LIPTON, ROSEN & KATZ	MORRIS, NICHOLS, ARSHT & TUNNELL llp
Philip Mindlin	Derek C. Abbott (No. 3376)
Douglas K. Mayer	Daniel B. Butz (No. 4227)
Andrew J. Nussbaum	1201 North Market Street
51 West 52nd Street	P.O. Box 1347
New York, New York 10019	Wilmington, Delaware 19899-1347
Telephone: (212) 403-1000	Telephone: (302) 658-9200
Facsimile: (212) 403-2000	Facsimile: (302) 658-3989

Counsel to Apollo Management VI, L.P.

¹ The Debtors are: Pliant Corporation (Tax ID No. XX-XXX7725), Pliant Corporation International (Tax ID No. XX-XXX3075), Uniplast Holdings, Inc. (Tax ID No. XX-XXX9589), Pliant Film Products of Mexico, Inc. (Tax ID No. XX-XXX0805), Pliant Packaging of Canada, LLC (Tax ID No. XX-XXX0929), Alliant Company LLC (Tax ID. No. XX-XXX6811), Uniplast U.S., Inc. (Tax ID. No. XX-XXX9066), Uniplast Industries Co. (N/A), and Pliant Corporation of Canada Ltd. (N/A). The mailing address for Pliant Corporation is 1475 Woodfield Road, Suite 700, Schaumburg, IL 60173.

SIDLEY AUSTIN llp	YOUNG CONAWAY STARGATT & TAYLOR, llp
Larry J. Nyhan	Robert S. Brady (No. 2847)
James F. Conlan	Edmon L. Morton (No. 3856)
Jessica C.K. Boelter	Kenneth J. Enos (No. 4544)
Kerriann S. Mills	The Brandywine Building
One South Dearborn Street	1000 West Street, 17th Floor
Chicago, Illinois 60603	P.O. Box 391
Telephone: (312) 853-7000	Wilmington, Delaware 19899-0391
Facsimile: (312) 853-7036	Telephone: (302) 571-6600
	Facsimile: (302) 571-1253

Counsel to Debtors and Debtors-in-Possession

TABLE OF CONTENTS

	Page
I. INTRODUCTION		1
A. PARTIES ENTITLED TO VOTE ON THE PLAN		4
B. SOLICITATION PACKAGE		5
C. VOTING PROCEDURES, BALLOTS, AND VOTING DEADLINE		5
D. CONFIRMATION HEARING AND DEADLINE FOR OBJECTIONS TO CONFIRMATION		6
II. OVERVIEW OF THE PLAN		8
A. GENERAL OVERVIEW		8
B. SUMMARY OF CLASSIFICATION AND TREATMENT OF ALLOWED CLAIMS AGAINST AND INTERESTS IN EACH OF THE DEBTORS UNDER THE PLAN		8
III. GENERAL INFORMATION		9
A. OVERVIEW OF CHAPTER 11		9
B. THE DEBTORS’ BUSINESSES AND PROPERTIES		10
1. Customers		11
2. Manufacturing and Raw Materials		11
3. Sales and Marketing		12
4. Intellectual Property		12
5. Properties		12
C. OPERATIONAL STRUCTURE OF THE DEBTORS		13
1. Specialty Films Segment		13
2. Printed Products Segment		14
3. Industrial Films Segment		14
4. Engineered Films Segment		15
D. MANAGEMENT OF THE DEBTORS		15
1. Existing Board of Directors		15
2. Board of Reorganized Pliant		15
3. Executive Officers		16
E. INFORMATION REGARDING APOLLO		17
F. INFORMATION REGARDING BERRY PLASTICS CORPORATION		17
1. Overview		17
2. Ownership of Berry		18
3. Historical Operating Results		18
4. Selected Financial Information		18
5. Officers and Directors		19
G. DEBT AND CAPITAL STRUCTURE OF THE DEBTORS		21
1. 2006 Bankruptcy		21
2. The 2006 Plan and Related Transactions		22
3. Description of the Debtors’ Prepetition Debt Structure		23
4. Description of the Debtors’ Prepetition Equity Interests		26
H. PENDING LITIGATION INVOLVING THE DEBTORS		27
I. AVOIDANCE ACTIONS		28
1. Preference Actions		28

- i -

	Page
2. Fraudulent Transfer and Conveyance Actions		28
J. EVENTS LEADING UP TO CHAPTER 11		29
IV. EVENTS DURING THE CHAPTER 11 CASES		30
A. PROCEDURAL MOTIONS		30
B. OTHER “FIRST-DAY” MOTIONS		30
C. APPROVAL OF DEBTOR-IN-POSSESSION FINANCING		30
D. FUNDING OF FOREIGN NON-DEBTOR SUBSIDIARIES		32
E. RECOGNITION BY CANADIAN COURT		32
F. PROFESSIONAL RETENTIONS		34
1. Retention of Professionals by the Debtors’ Estates		34
2. Apollo and Its Advisors		35
3. The Official Committee of Unsecured Creditors and Its Advisors		35
4. Ad Hoc Committee of First Lien Noteholders		35
5. The Prepetition Credit Facility Administrative Agent and Its Advisors		35
G. CASE ADMINISTRATION AND OTHER EVENTS DURING THE CHAPTER 11 CASES		36
1. Schedules of Assets and Liabilities; Statements of Financial Affairs		36
2. Proofs of Claim and Bar Date		36
H. PLAN PROPOSALS DURING THE CHAPTER 11 CASES		36
1. The Debtors’ Plan and Apollo’s Plan Proposal		36
2. Debtors and Ad Hoc Committee Support Plan.		37
3. Official Committee Supports Plan		38
4. Other Indications of Interest in Pliant		38
I. Description of Exit Financing		38
V. THE PLAN OF REORGANIZATION		39
A. GENERAL		39
B. CLASSIFICATION AND ALLOWANCE OF CLAIMS & EQUITY INTERESTS GENERALLY		39
C. PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS, DIP FACILITY CLAIMS AND PRIORITY TAX CLAIMS		40
1. Administrative Expense Claims		40
2. DIP Facility Claims		41
3. Priority Tax Claims		42
D. NON-SUBSTANTIVE CONSOLIDATION AND CLASSIFICATION OF CLAIMS		42
E. PROVISIONS FOR TREATMENT OF CLAIMS AND INTERESTS		43
1. Priority Non-Tax Claims (Class 1)		43
2. Other Secured Claims (Class 2)		43
3. Prepetition Credit Facility Claims (Class 3)		44
4. First Lien Notes Claims (Class 4)		44
5. Second Lien Notes Claims (Class 5)		44
6. General Unsecured Claims (Class 6)		45
7. Senior Subordinated Notes Claims (Class 7)		45
8. Small Claims (Class 8)		46
9. Intercompany Claims (Class 9)		46
10. Section 510(b) Claims (Class 10)		46

- ii -

	Page
11. Pliant Preferred Stock Interests (Class 11)		47
12. Pliant Outstanding Common Stock Interests (Class 12)		47
13. Subsidiary Interests (Class 13)		47
F. IDENTIFICATION OF CLASSES OF CLAIMS AND INTERESTS THAT ARE IMPAIRED; ACCEPTANCE OR REJECTION OF THE PLAN		47
1. Holders of Claims Entitled to Vote		47
2. Acceptance by an Impaired Class		48
3. Nonconsensual Confirmation		48
G. MEANS OF IMPLEMENTATION		49
1. Reorganized Pliant Securities		49
2. Rights Offering		51
3. Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors		51
4. Corporate Governance, Directors, Officers and Corporate Action		52
5. Cancellation of Notes, Instruments, Debentures, Preferred Stock, Pliant Outstanding Common Stock and Other Pliant Outstanding Common Stock Interests		53
6. Cancellation of Liens		54
7. Issuance of New Securities and Related Matters		54
8. Exit Financing		55
9. Sources of Cash for Plan Distributions		56
10. Cram-Down		56
11. Reinstatement/Non-Impairment Authorized Under the Plan		56
12. Apollo Arrangement and Structuring Fee		56
13. Comprehensive Settlement of Claims and Controversies		56
H. PROVISIONS GOVERNING DISTRIBUTIONS		56
1. Distributions for Claims or Interests Allowed as of the Initial Distribution Date		57
2. Interest on Claims		57
3. Distributions by Disbursing Agent		57
4. Special Provisions Governing Distributions to Noteholders		57
5. Delivery of Distributions and Undeliverable or Unclaimed Distributions		57
6. Record Date for Distributions		58
7. Allocation of Plan Distributions Between Principal and Interest		59
8. Means of Cash Payment		59
9. Withholding and Reporting Requirements		59
10. Setoffs		59
11. Fractional Shares		60
12. De Minimis Distributions		60
I. TREATMENT OF EXECUTORY CONTRACTS, UNEXPIRED LEASES AND PENSION PLANS		60
J. PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS AND DISPUTED INTERESTS		61
1. Objections to and Estimation of Claims		61
2. No Distributions Pending Allowance		61
K. CONFIRMATION AND CONSUMMATION OF THE PLAN		62

- iii -

	Page
L. EFFECT OF PLAN CONFIRMATION		63
1. Binding Effect		63
2. Exculpation and Releases		63
3. Injunction		66
4. Terms of Bankruptcy Injunctions or Stays		66
5. Termination of Subordination Rights and Settlement of Related Claims		66
M. MISCELLANEOUS PLAN PROVISIONS		67
1. Surrender of Instruments		67
2. Committees		67
3. Post-Confirmation Date Retention of Professionals		68
4. Bar Date for Certain Administrative Expense Claims		68
5. Effectuating Documents and Further Transactions		68
6. Compensation and Benefit Programs		68
7. ACE Insurance Policies		69
8. Corporate Action		69
9. Exemption from Transfer Taxes		69
10. Payment of Statutory Fees		69
11. Amendment or Modification of the Plan		69
12. Severability of Plan Provisions		70
13. Successors and Assigns		70
14. Revocation, Withdrawal or Non-Consummation		70
15. Notice		70
16. Governing Law		72
17. Tax Reporting and Compliance		72
18. Exhibits		72
19. Filing of Additional Documents		72
20. Reservation of Rights		72
21. Disputes Concerning Canadian Claims Against and Interests in Canadian Debtors		73
VI. VOTING PROCEDURES AND REQUIREMENTS		73
A. VOTING DEADLINE		73
B. HOLDERS OF CLAIMS ENTITLED TO VOTE		74
C. VOTE REQUIRED FOR ACCEPTANCE BY A CLASS		74
1. Class of Claims		74
2. Class of Interests		74
D. VOTING PROCEDURES		74
1. Ballots		74
2. Withdrawal or Change of Votes on the Plan		75
VII. CONFIRMATION OF THE PLAN		76
A. CONFIRMATION HEARING		76
B. STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN		77
1. Acceptance		77
2. Fair and Equitable Test		78
3. Feasibility		79
4. Best Interests Test and Liquidation Analysis		79
5. Liquidation Analysis		81

- iv -

	Page
VIII. PROJECTED FINANCIAL INFORMATION AND REORGANIZATION VALUE		82
A. PROJECTED FINANCIAL INFORMATION		82
B. REORGANIZATION VALUE		83
IX. DESCRIPTION OF DEBT AND CAPITAL STOCK OF REORGANIZED PLIANT		83
A. NEW COMMON STOCK		84
1. Transfer Restrictions		84
2. Drag-Along Transactions		84
3. Tag-Along Transactions		85
4. Berry Call Right		85
5. Registration Rights		86
6. Board Composition		86
7. Information Rights		87
B. NEW PREFERRED STOCK		87
C. NEW SENIOR SECURED NOTES		88
D. RIGHTS		88
X. RISK FACTORS		89
A. GENERAL BANKRUPTCY LAW CONSIDERATIONS		90
1. Failure to Obtain Confirmation of the Plan May Result in Liquidation or Alternative Plan on Less Favorable Terms		90
2. Failure of Occurrence of the Effective Date May Result in Liquidation or Alternative Plan on Less Favorable Terms		90
B. OTHER RISK FACTORS		91
1. Variances from Projections May Affect Ability to Pay Obligations		91
2. Extent of Leverage May Limit Ability to Obtain Additional Financing for Operations		92
3. Uncertainty Regarding Exit Facility Credit Agreement May Adversely Affect Success of Reorganization		92
4. Assumptions Regarding Value of the Debtors’ Assets May Prove Incorrect		92
5. Historical Financial Information May Not Be Comparable		93
6. Market and Business Risks May Adversely Affect Business Performance		93
7. Failure to Maintain Customer Relationships May Adversely Affect Financial Results		94
8. Foreign Currency Risk May Adversely Affect Financial Results		94
9. Failure to Attract and Incentivize Management and Employees May Adversely Affect Financial Results		95
10. Cost of Compliance with Government Regulation May Adversely Affect Financial Results		95
11. Volatile Resin Prices May Affect Ability to Recover Raw Material Costs		95
12. Intellectual Property May Not Be Adequately Protected		95
13. Other Manufacturers May Have a Competitive Advantage		96
14. The Predicted Synergies with Berry May Not Be Realized		96
15. Assumptions Regarding Value of the Berry Assets May Prove Incorrect		96

- v -

	Page
16. One of the Proponents of the Plan May Have Different Interests from Other Claims Holders		96
17. Apollo, as the Controlling Shareholder of Reorganized Pliant, May Have Conflicts of Interests with the Holders of Claims Who Receive Interests in Reorganized Pliant		97
18. Foreign Filings		97
C. RISKS TO CREDITORS WHO WILL RECEIVE SECURITIES		97
1. Lack of Established Market for the Securities May Adversely Affect Liquidity		97
2. Lack of Dividends on Securities May Adversely Affect Liquidity		98
XI. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN		98
A. FEDERAL INCOME TAX CONSEQUENCES TO THE DEBTORS		99
1. Cancellation of Indebtedness Income		99
2. Net Operating Losses and Other Tax Attributes		100
3. Annual Section 382 Limitation on Use of NOLs		101
4. Accrued Interest		101
5. Federal Alternative Minimum Tax		101
B. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF CLAIMS AND INTERESTS		101
1. United States Persons		102
2. Non-United States Persons		110
3. Information Reporting and Backup Withholding		112
C. IMPORTANCE OF OBTAINING PROFESSIONAL TAX ASSISTANCE		112
D. RESERVATION OF RIGHTS		112
XII. INCOME TAX CONSEQUENCES OF THE PLAN IN OTHER JURISDICTIONS		113
A. CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN		113
Holders of Class 6 Claims		113
B. OTHER JURISDICTIONS		114
XIII. CERTAIN FEDERAL, STATE AND FOREIGN SECURITIES LAW CONSIDERATIONS		114
A. FEDERAL AND STATE SECURITIES LAW CONSIDERATIONS		114
1. Exemption from Registration Requirements for New Securities		114
2. Subsequent Transfers of New Securities		114
B. SECURITIES LAW CONSIDERATIONS IN OTHER JURISDICTIONS		115
XIV. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN		115
A. CONTINUATION OF THE CHAPTER 11 CASES		115
B. LIQUIDATION UNDER CHAPTER 7 OR CHAPTER 11		116
XV. CONCLUSION AND RECOMMENDATION		116

- vi -

INDEX OF EXHIBITS

Exhibit A	Proponents’ Joint Plan of Reorganization
Exhibit B	Corporate Structure Chart
Exhibit C	List of Retained Litigation
Exhibit D	Summary of “First-Day” Motions
Exhibit E	Financial Information and Projections
Exhibit F	Liquidation Analysis
Exhibit G	Selected Historical Financial Information of Debtors

- vii -

I. INTRODUCTION

     Apollo Management VI, L.P., on behalf of Apollo Investment Fund VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P. and Apollo Overseas Partners (Germany) VI, L.P. (collectively, “Apollo”) together with Pliant Corporation and certain of its subsidiaries, Pliant Corporation International, Uniplast Holdings, Inc., Pliant Film Products of Mexico, Inc., Pliant Packaging of Canada, LLC, Alliant Company LLC, Uniplast U.S., Inc., Uniplast Industries Co., and Pliant Corporation of Canada Ltd. (collectively, the “Debtors”) (both Apollo and the Debtors collectively, the “Proponents”), submit this Disclosure Statement in connection with the solicitation of acceptances and rejections with respect to the Proponents’ Joint Plan of Reorganization (as the same may be amended, the “Plan”), a copy of which is attached as Exhibit A to this Disclosure Statement. The Debtors filed voluntary petitions for relief (collectively, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on February 11, 2009 (the “Petition Date”).² In all, the Debtors comprise nine (9) entities, three (3) of which are also Canadian Debtors (as defined herein). Also on the Petition Date, the Canadian Debtors commenced ancillary proceedings recognizing their chapter 11 proceedings as “foreign proceedings” pursuant to section 18.6 of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”), in Toronto, Canada.

     The purpose of this Disclosure Statement is to set forth information (1) regarding the history of the Debtors, their businesses and the Chapter 11 Cases, (2) concerning the Plan and alternatives to the Plan, (3) advising the Holders of Claims of their rights under the Plan, (4) assisting the Holders of Claims in making an informed judgment regarding whether they should vote to accept or reject the Plan and (5) assisting the Bankruptcy Court in determining whether the Plan complies with the provisions of chapter 11 of the Bankruptcy Code and should be confirmed.

     By order dated August 17, 2009, the Bankruptcy Court approved this Disclosure Statement in accordance with section 1125 of the Bankruptcy Code, as containing “adequate information” to enable a hypothetical, reasonable investor typical of Holders of Claims against, or Interests in, the Debtors to make an informed judgment as to whether to accept or reject the Plan, and authorized its use in connection with the solicitation of votes with respect to the Plan. APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT, HOWEVER, CONSTITUTE A DETERMINATION BY THE BANKRUPTCY COURT AS TO THE FAIRNESS OR MERITS OF THE PLAN. No solicitation of votes may be made except pursuant to this Disclosure Statement and section 1125 of the Bankruptcy Code. In voting on the Plan, Holders of Claims should not rely on any information relating to the Debtors and their businesses, other than that contained in this Disclosure Statement, the Plan and all exhibits and appendices hereto and thereto.

     The Proponents may supplement or amend this Disclosure Statement or any Exhibits attached hereto at any time prior to the hearing to approve the Disclosure Statement. Further, Apollo reserves the right to assign or delegate any or all rights and/or obligations hereunder; provided, that Apollo remains responsible for all such obligations.

² Unless otherwise defined elsewhere in this Disclosure Statement, capitalized terms used but not defined herein have the meanings ascribed to them in the Plan or the Bankruptcy Code.

1 

     THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS INCLUDED HEREIN FOR PURPOSES OF SOLICITING ACCEPTANCES, AND CONFIRMATION, OF THE PLAN AND MAY NOT BE RELIED UPON FOR ANY OTHER PURPOSE. NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS REGARDING THE PLAN OR THE SOLICITATION OF ACCEPTANCES OF THE PLAN OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DISCLOSURE STATEMENT AND ANY ACCOMPANYING DOCUMENTS.

     ALL CREDITORS ARE ADVISED AND ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. PLAN SUMMARIES AND STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN AND THE EXHIBITS AND SCHEDULES ATTACHED TO THE PLAN, WHICH CONTROL IN THE EVENT OF ANY INCONSISTENCY OR INCOMPLETENESS. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE ONLY AS OF THE DATE OF THIS DISCLOSURE STATEMENT, AND THERE CAN BE NO ASSURANCE THAT THE STATEMENTS CONTAINED HEREIN WILL BE CORRECT AT ANY TIME AFTER THIS DATE.

     ANY STATEMENTS IN THIS DISCLOSURE STATEMENT CONCERNING THE PROVISIONS OF ANY DOCUMENT ARE NOT NECESSARILY COMPLETE, AND IN EACH INSTANCE REFERENCE IS MADE TO SUCH DOCUMENT FOR THE FULL TEXT THEREOF. CERTAIN DOCUMENTS DESCRIBED OR REFERRED TO IN THIS DISCLOSURE STATEMENT HAVE NOT BEEN ATTACHED AS EXHIBITS BECAUSE OF THE IMPRACTICABILITY OF FURNISHING COPIES OF SUCH DOCUMENTS TO ALL RECIPIENTS OF THIS DISCLOSURE STATEMENT.

     THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH SECTION 1125 OF THE UNITED STATES BANKRUPTCY CODE AND RULE 3016 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND NOT NECESSARILY IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER NON-BANKRUPTCY LAW OR THE LAWS OF ANY FOREIGN JURISDICTION.

     THIS DISCLOSURE STATEMENT HAS BEEN NEITHER APPROVED NOR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY STATE OR FOREIGN SECURITIES REGULATOR, AND NEITHER THE SEC NOR ANY STATE OR FOREIGN SECURITIES REGULATOR HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT. PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING SECURITIES OF OR CLAIMS AGAINST THE DEBTORS SHOULD EVALUATE THIS DISCLOSURE STATEMENT AND THE PLAN IN LIGHT OF THE PURPOSE FOR WHICH THEY WERE PREPARED.

     THIS DISCLOSURE STATEMENT AND ANY ACCOMPANYING DOCUMENTS ARE THE ONLY DOCUMENTS TO BE USED IN CONNECTION WITH THE SOLICITATION OF VOTES ON THE PLAN. NO SOLICITATION OF VOTES MAY BE MADE EXCEPT AFTER DISTRIBUTION OF THIS DISCLOSURE STATEMENT.

2

     CERTAIN OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS BY ITS NATURE FORWARD LOOKING AND CONTAINS ESTIMATES, ASSUMPTIONS AND PROJECTIONS THAT MAY BE MATERIALLY DIFFERENT FROM ACTUAL FUTURE RESULTS. THE WORDS “BELIEVE,” “MAY,” “WILL,” “ESTIMATE,” “CONTINUE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS IDENTIFY THESE FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A NUMBER OF RISKS, UNCERTAINTIES AND ASSUMPTIONS, INCLUDING THOSE DESCRIBED IN ARTICLE X, “RISK FACTORS” AND IN PLIANT’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007. IN LIGHT OF THESE RISKS AND UNCERTAINTIES, THE FORWARD-LOOKING EVENTS AND CIRCUMSTANCES DISCUSSED IN THIS DISCLOSURE STATEMENT MAY NOT OCCUR, AND ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING STATEMENTS. THE PROPONENTS AND THE REORGANIZED DEBTORS DO NOT UNDERTAKE ANY OBLIGATION TO UPDATE PUBLICLY OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

     EXCEPT WHERE SPECIFICALLY NOTED, THE FINANCIAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT AND IN ITS EXHIBITS HAS NOT BEEN AUDITED BY A CERTIFIED PUBLIC ACCOUNTANT AND HAS NOT BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

     THE DEBTORS’ MANAGEMENT, IN CONSULTATION WITH ITS PROFESSIONAL ADVISORS, PREPARED PROJECTIONS FOR THE STAND-ALONE REORGANIZED DEBTORS, WHICH ARE INCORPORATED IN EXHIBIT E TO THIS DISCLOSURE STATEMENT. APOLLO, IN CONSULTATION WITH ITS PROFESSIONAL ADVISORS, PREPARED PROJECTIONS FOR THE CONTRIBUTED BERRY ASSETS, SYNERGIES AND THE INTERCOMPANY SERVICES AGREEMENT, WHICH ARE ALSO INCORPORATED IN EXHIBIT E TO THIS DISCLOSURE STATEMENT. APOLLO DISCLAIMS ANY RESPONSIBILITY FOR THE PROJECTIONS PREPARED BY THE DEBTORS OR FOR ANY CONCLUSIONS BASED ON THE PROJECTIONS OR VALUATIONS PREPARED BY THE DEBTORS. SIMILARLY, THE DEBTORS DISCLAIM ANY RESPONSIBILITY FOR PROJECTIONS OR VALUATIONS PREPARED BY APOLLO OR FOR ANY CONCLUSIONS BASED ON THE PROJECTIONS OR VALUATIONS PREPARED BY APOLLO.

     WHILE THE PROPONENTS HAVE PRESENTED THESE PROJECTIONS WITH NUMERICAL SPECIFICITY, THEY HAVE NECESSARILY BASED THE PROJECTIONS ON A VARIETY OF ESTIMATES AND ASSUMPTIONS THAT, THOUGH CONSIDERED REASONABLE BY THE PROPONENTS, MAY NOT BE REALIZED, AND ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE, INDUSTRY, REGULATORY, MARKET AND FINANCIAL UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH WILL BE BEYOND THE REORGANIZED DEBTORS’ CONTROL. THE PROPONENTS CAUTION THAT THEY CANNOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY OF THESE PROJECTIONS OR TO THE REORGANIZED DEBTORS’ ABILITY TO ACHIEVE THE PROJECTED RESULTS. SOME ASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE. FURTHERMORE, EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THESE PROJECTIONS WERE

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PREPARED MAY DIFFER FROM ANY ASSUMED FACTS AND CIRCUMSTANCES. ALTERNATIVELY, ANY EVENTS AND CIRCUMSTANCES THAT COME TO PASS MAY WELL HAVE BEEN UNANTICIPATED, AND THUS MAY AFFECT FINANCIAL RESULTS IN A MATERIALLY ADVERSE OR MATERIALLY BENEFICIAL MANNER. THE PROJECTIONS, THEREFORE, MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR.

     AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT SHALL NOT CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS. THIS DISCLOSURE STATEMENT SHALL NOT BE ADMISSIBLE IN ANY NON-BANKRUPTCY PROCEEDING NOR SHALL IT BE CONSTRUED TO BE CONCLUSIVE ADVICE ON THE TAX, SECURITIES OR OTHER LEGAL EFFECTS OF THE PLAN AS TO HOLDERS OF CLAIMS AGAINST, OR INTERESTS IN, EITHER THE DEBTORS OR THE REORGANIZED DEBTORS.

A. PARTIES ENTITLED TO VOTE ON THE PLAN

     Under the provisions of the Bankruptcy Code, not all parties in interest are entitled to vote on a chapter 11 plan. Creditors or equity interest holders whose claims or interests are not impaired by a plan are deemed to accept the plan under section 1126(f) of the Bankruptcy Code and are not entitled to vote. Creditors or equity interest holders whose claims or interests are impaired by a plan but will receive no distribution under the plan, are also not entitled to vote because they are deemed to have rejected the plan under section 1126(g) of the Bankruptcy Code. For a discussion of these matters, see Article VI, “Voting Procedures and Requirements” and Article VII, “Confirmation of the Plan.”

     The following sets forth which classes, as they are defined in the Plan, are entitled to vote on the Plan and which are not:

• The Proponents are seeking votes from the Holders of Claims in Classes 4, 5 and 6.

• The Proponents are not seeking votes from Holders of Claims and Interests in Classes 1, 2, 3, 8, 9 and 13 because those Claims and Interests are Unimpaired under the Plan, and the Holders of Claims and Interests in each of these Classes are conclusively presumed to have accepted the Plan and are not entitled to vote on the Plan.

• The Proponents are not seeking votes from Holders of Claims and Interests in Classes 7, 10, 11 and 12 because those Claims and Interests are Impaired under the Plan and the Holders are receiving no distribution on account of such Claims and Interests. These Holders will be deemed to have voted to reject the Plan.

     For a detailed description of the Classes of Claims and Interests and their treatment under the Plan, see Article V.B-F.

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B. SOLICITATION PACKAGE

     Holders of Claims entitled to vote on the Plan have received a CD-ROM, which contains the following:

• this Disclosure Statement (including the exhibits to this Disclosure Statement), and

• the Plan (including the exhibits to the Plan).

     In addition, Holders of Claims entitled to vote on the Plan have received a package of hard copy materials called the “Solicitation Package.” The Solicitation Package contains copies of, among other things:

• the Bankruptcy Court order approving this Disclosure Statement and procedures for soliciting and tabulating votes on the Plan (the “Solicitation Order”) which, among other things, approves this Disclosure Statement as containing adequate information, schedules the Confirmation Hearing, sets the Voting Deadline, sets out the procedures for distributing Solicitation Packages to the Holders of Claims against the Debtors, establishes the procedures for tabulating Ballots used in voting on the Plan, and sets the deadline for objecting to confirmation of the Plan;

• the Notice of the Hearing to Consider Confirmation of the Plan; and

• a Ballot and a postage-paid return envelope (Ballots are provided only to Holders of Claims that are entitled to vote on the Plan), which will be used by creditors and interest Holders who are entitled to vote on the Plan.

C. VOTING PROCEDURES, BALLOTS, AND VOTING DEADLINE

     After carefully reviewing the materials in the Solicitation Package and the detailed instructions accompanying your Ballots, please indicate your acceptance or rejection of the Plan by voting in favor of or against the Plan. Each Ballot has been coded to reflect the Class of Claims it represents. Accordingly, in voting to accept or reject the Plan, you must use only the coded Ballot or Ballots sent to you with this Disclosure Statement.

     In order for your vote to be counted, you must complete and sign your original Ballot and return it in the envelope provided (only original signatures will be accepted). Please return your completed Ballot to the Voting Agent, unless you are a beneficial holder of a First Lien Note or Second Lien Note (each as defined below) who receives a Ballot from a broker, bank, commercial bank, trust company, dealer, or other agent or nominee (each, a “Voting Nominee”), in which case you must return your Ballot to such Voting Nominee. Ballots should not be returned to Apollo or the Debtors or to the First Lien Notes Indenture Trustee or Second Lien Notes Indenture Trustee.

     If you are a beneficial Holder of a First Lien Note or Second Lien Note who receives Ballots from a Voting Nominee, in order for your vote to be counted, your Ballot must be completed in accordance with the voting instructions on the Ballot and received by the Voting Nominee in enough time for the Voting Nominee to transmit a Master Ballot to the

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Voting Agent so that it is received no later than September 25, 2009 at 4:00 p.m. (prevailing Eastern Time) (the “Voting Deadline”). If you are the Holder of any other type of Claim, in order for your votes to be counted, your Ballot must be properly completed in accordance with the voting instructions on the Ballot and received by Epiq Bankruptcy Solutions, LLC (the “Voting Agent”) no later than the Voting Deadline. Any Ballot received after the Voting Deadline shall be counted at the sole discretion of the Proponents. Do not return any debt instruments or equity securities with your Ballot.

     Any executed Ballot that does not indicate either an acceptance or rejection of the Plan or indicates both an acceptance and rejection of the Plan will not be counted as a vote either to accept or reject the Plan.

     If you are a Holder of a Claim who is entitled to vote on the Plan and did not receive a Ballot, received a damaged Ballot or lost your Ballot, please call the Voting Agent at (646) 282-2500.

     If you have any questions about the procedure for voting your Claim, the packet of materials that you have received, the amount of your Claim, or if you wish to obtain at your own expense an additional copy of this Disclosure Statement and its appendices and exhibits, please contact the Voting Agent.

     FOR FURTHER INFORMATION AND INSTRUCTIONS ON VOTING TO ACCEPT OR REJECT THE PLAN, SEE ARTICLE VI, “VOTING PROCEDURES AND REQUIREMENTS.”

     Before voting on the Plan, each Holder of Claims in Classes that are entitled to vote on the Plan should read, in its entirety, this Disclosure Statement, the Plan, the Solicitation Order, the notice of the Confirmation Hearing, and the instructions accompanying the Ballots. These documents contain important information concerning how Claims are classified for voting purposes and how votes will be tabulated.

D. CONFIRMATION HEARING AND DEADLINE FOR OBJECTIONS TO CONFIRMATION

     The Bankruptcy Court has scheduled the Confirmation Hearing on October 6, 2009 at 2:00 p.m. (prevailing Eastern time) before the Honorable Mary F. Walrath, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Fifth Floor, Courtroom No. 4, Wilmington, Delaware 19801. The Confirmation Hearing may be adjourned from time to time by the Bankruptcy Court without further notice except for the announcement of adjournment at the Confirmation Hearing, or at any subsequent adjourned Confirmation Hearing. Any objection to Confirmation of the Plan must: (i) be made in writing; (ii) state the name and address of the objecting party and the nature of the claim or interest of such party; (iii) state with particularity the legal and factual basis and nature of any objection to the Plan; and (iv) be filed with the Court, together with proof of service, and served so that it is received on or before September 25, 2009 at 4:00 p.m., prevailing Eastern Time, by the following parties:

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Counsel to Apollo:
WACHTELL, LIPTON, ROSEN & KATZ	MORRIS, NICHOLS, ARSHT & TUNNELL llp
Philip Mindlin	Derek Abbott
Douglas K. Mayer	1201 North Market Street
Andrew J. Nussbaum	P.O. Box 1347
51 West 52nd Street	Wilmington, DE 19899-1347
New York, NY 10019	Telephone: (302) 658-9200
Telephone: (212) 403-1000	Facsimile: (302) 658-3989
Facsimile: (212) 403-2000
Counsel to the Debtors:
SIDLEY AUSTIN llp	YOUNG CONAWAY STARGATT & TAYLOR, llp
One South Dearborn Street	The Brandywine Building
Chicago, IL 60603	1000 West Street, 17th Floor
Telephone: (312) 853-7000	P.O. Box 391
Facsimile: (312) 853-7036	Wilmington, DE 19899-0391
Attn: Larry J. Nyhan	Telephone: (302) 571-6600 Facsimile: (302) 571-1253
	Attn: Robert S. Brady

The U.S. Trustee:

U.S. Trustee
Office of the United States Trustee
J. Caleb Boggs Federal Building
844 King Street, Suite 2207
Lock Box 35
Wilmington, DE 19801
Telephone: (302) 573-6491
Facsimile: (302) 573-6497
Attn: Mark S. Kenney

Counsel to the Official Committee of Unsecured Creditors:

LOWENSTEIN SANDLER pc	POLSINELLI SHUGHART pc
65 Livingston Avenue	222 Delaware Avenue, Suite 1101
Roseland, NJ 07068	Wilmington, DE 19801
Telephone: (973) 597-2548	Telephone: (302) 252-0922
Facsimile: (973) 597-2400	Facsimile: (302) 252-0921
Attn: Kenneth A. Rosen	Attn: Christopher A. Ward

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II. OVERVIEW OF THE PLAN

     The following summary is a general overview only, which is qualified in its entirety by, and should be read in conjunction with, the more detailed discussions, information, and financial statements and notes thereto appearing elsewhere in this Disclosure Statement and the Plan. For a more detailed description of the terms and provisions of the Plan, see Article V, “The Plan of Reorganization.” The Proponents, moreover, reserve the right to modify the Plan consistent with section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019.

A. GENERAL OVERVIEW

     The Plan, a copy of which is also attached as Exhibit A to this Disclosure Statement, provides that:

a.	the First Lien Notes Claims will receive $100.0 million in Cash and $250.0 million of New Senior Secured Notes to be issued pursuant to the Plan,
b.	the Second Lien Notes will receive, in respect of each $1,000 of Allowed Claims, at the Holder’s option either (a) $87.50 in cash and $87.50 in liquidation preference of New Preferred Stock if such Holder elects to receive cash and New Preferred Stock or if such Holder does not make an election on the Ballot, or (b) a Pro Rata share of the Rights allocation if such Holder elects to receive Rights,
c.	General Unsecured Claims will receive at the Holders’ option either (a) $0.175 on the dollar in cash or (b) the amount in cash it would have received as a member of the Small Claims Class,
d.	Small Claims under or reduced to $3,000 will be paid in full in cash,
e.	the DIP Facility Claims and Prepetition Credit Facility Claims will be paid in full in cash, and
f.	Claims and Interests of Pliant’s existing equity holders will be extinguished.

B. SUMMARY OF CLASSIFICATION AND TREATMENT OF ALLOWED CLAIMS AGAINST AND INTERESTS IN EACH OF THE DEBTORS UNDER THE PLAN

     The following chart summarizes the projected distributions to Holders of Allowed Claims against and Interests in each of the Debtors under the Plan. Although every reasonable effort was made to be accurate, the projections of estimated recoveries are only an estimate. Any estimates of Claims or Interests in this Disclosure Statement may vary from the final amounts allowed by the Bankruptcy Court. Financial information is provided by, or on behalf of, the Proponents without any representations or warranties as to the accuracy of that information. As a result of the foregoing and other uncertainties which are inherent in the estimates, the estimated recoveries in this Disclosure Statement may vary from the actual recoveries received. In addition, the ability to receive distributions under the Plan depends upon the ability of the Proponents to obtain confirmation of the Plan and meet the conditions to confirmation and effectiveness of the Plan, as discussed in this Disclosure Statement. Reference

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should be made to the entire Disclosure Statement and the Plan for a complete description of the classification and treatment of Allowed Claims against and Interests in each of the Debtors.

			Estimated
			Allowed			Estimated
Class	Claim/Interest	Treatment	Amount			Recovery
			(in millions)
N/A	Administrative Expense Claims	Unimpaired		18.8			100	%
N/A	DIP Facility Claims	Unimpaired		40.0			100	%
N/A	Priority Tax Claims	Unimpaired		3.9			100	%
Class 1	Priority Non-Tax Claims	Unimpaired		N/A			100	%
Class 2	Other Secured Claims	Unimpaired		20.8			100	%
Class 3	Prepetition Credit Facility Claims	Unimpaired		145.0	3		100	%
Class 4	First Lien Notes Claims	Impaired		393.8	4		89	%
Class 5	Second Lien Notes Claims	Impaired		262.4			17.5	%
Class 6	General Unsecured Claims	Impaired		11.3			17.5	%
Class 7	Senior Subordinated Notes Claims	Impaired		26.5			0	%
Class 8	Small Claims	Unimpaired		1.1			100	%
Class 9	Intercompany Claims	Unimpaired		N/A			N/A
Class 10	Section 510(b) Claims	Impaired		—			N/A
Class 11	Pliant Preferred Stock Interests	Impaired		N/A			N/A
Class 12	Pliant Outstanding Common Stock Interests	Impaired		N/A			N/A
Class 13	Subsidiary Interests	Unimpaired		N/A			N/A

III. GENERAL INFORMATION

A. OVERVIEW OF CHAPTER 11

     Chapter 11 is the principal business reorganization chapter of the Bankruptcy Code. Under chapter 11, a debtor is authorized to reorganize its business for the benefit of itself, its creditors and its equity security holders. In addition to permitting the rehabilitation of a debtor, another goal of chapter 11 is to promote the equality of treatment of similarly situated creditors and equity interest holders with respect to the distribution of a debtor’s assets. In furtherance of these two goals, upon the filing of a petition for relief under chapter 11, section 362 of the Bankruptcy Code generally provides for an automatic stay of substantially all acts and proceedings against the debtor and its property, including all attempts to collect claims or enforce liens that arose prior to the commencement of the debtor’s chapter 11 case.

3	The Estimated Allowed Amount of Prepetition Credit Facility Claims includes an outstanding principal amount of approximately $139.0 and approximately $6.0 million outstanding with respect to letters of credit.
4	The Estimated Recovery of First Lien Notes Claims is based upon the distribution to Holders of First Lien Notes of New Senior Notes with a face amount of $250 million and cash consideration of $100 million.

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proceedings against the debtor and its property, including all attempts to collect claims or enforce liens that arose prior to the commencement of the debtor’s chapter 11 case.

     The commencement of a chapter 11 case creates an estate comprising all of the legal and equitable interests of the debtor as of the commencement date. The Bankruptcy Code provides that the debtor may continue to operate its business and remain in possession of its property as a “debtor in possession.”

     The consummation of a plan of reorganization is the principal objective of a chapter 11 reorganization case. A plan of reorganization sets forth the means for satisfying claims against and equity interests in the debtor. Confirmation of a plan of reorganization by the bankruptcy court makes the plan binding upon the debtor, any issuer of securities under the plan, any person acquiring property under the plan and any creditor or equity interest holder of a debtor. Subject to certain limited exceptions, the order approving confirmation of a plan discharges a debtor from any debt that arose prior to the date of confirmation of the plan and substitutes therefor the obligations specified under the confirmed plan.

     After a plan of reorganization has been filed in a chapter 11 case, certain holders of claims against or equity interests in a debtor are permitted to vote to accept or reject the plan. Prior to soliciting acceptances of the proposed plan, section 1125 of the Bankruptcy Code requires a plan proponent to prepare a disclosure statement containing adequate information of a kind, and in sufficient detail, to enable a hypothetical reasonable investor to make an informed judgment whether to accept or reject the plan. The Proponents are submitting this Disclosure Statement to Holders of Allowed Claims against each Debtor in order to satisfy the requirements of section 1125 of the Bankruptcy Code.

B. THE DEBTORS’ BUSINESSES AND PROPERTIES

     Pliant (together with its Debtor and non-Debtor affiliates, either “Pliant” or the “Company”) was founded in 1992. Following a series of mergers and acquisitions, as well as name changes, the Company changed its name to Pliant Corporation in October 2000. As set forth in the corporate organization chart attached hereto as Exhibit B, Pliant is the ultimate parent company of each of the other Debtors. Pliant is also the ultimate parent company of several foreign corporations that are neither Debtors herein nor in any other bankruptcy or insolvency proceedings.⁵

     Pliant is one of North America’s leading manufacturers of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. Through their four operating segments, the Debtors’ products are sold into numerous markets for a wide variety of end uses. For example, the Debtors annually produce approximately four billion bread and bakery bags (20 to 25% of North America’s total usage), and are the third largest producer of films for cookie, cracker and cereal box liners with an estimated market share of between 15 to 20%. The Debtors are also a leading manufacturer of polyethylene mulch films that are sold to fruit and vegetable growers and nursery operators, and personal care films used in disposable diapers, feminine care products and adult incontinence products.

⁵ These corporations are: (a) Pliant Corporation Pty. Ltd., an Australian Corporation, (b) Pliant Film Products GmbH, a German corporation, (c) ASPEN Industrial, S.A. de C.V., a Mexican Corporation, (d) Jacinto Mexico, S.A. de C.V., a Mexican Corporation, and (e) Pliant de Mexico, S.A. de C.V., a Mexican Corporation.

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mulch films that are sold to fruit and vegetable growers and nursery operators, and personal care films used in disposable diapers, feminine care products and adult incontinence products. In addition, the Debtors are a manufacturer of specialized medical films used in disposable surgical drapes and gowns, as well as in protective packaging for medical supplies.

     The Company operates 21 manufacturing and research and development facilities worldwide and currently has approximately one billion pounds of annual production capacity. In addition to the United States and Canadian operations of the Debtors, the Company operates facilities in Australia, Mexico and Germany. The Company employs approximately 2,900 people worldwide, of which more than 2,300 are employed by the Debtors in the United States and Canada.

     In fiscal year 2008, the Company recorded $1.128 billion in net sales, resulting in EBITDA of approximately $46 million.

     1. Customers

     The Company manufactures and sells a variety of plastic films and flexible packaging products. The Company’s products serve customers in a variety of flexible packaging markets, including the food and beverage, retail, pharmaceutical, medical, personal care, household, industrial and agricultural film markets, as well as secondary packaging and non-packaging end use markets.

     For the year ended December 31, 2008, the Company’s top ten customers accounted for approximately 21% of its net sales. No single customer accounted for more than 10% of the Company’s net sales for the year ended December 31, 2008.

     2. Manufacturing and Raw Materials

     The Company manufactures film products by combining thermoplastic resin pellets with other resins, plasticizers or modifiers, then melting them in a controlled, high temperature, pressurized process known as extrusion to create films with specific performance characteristics. The films are then placed on a circular core in up to 40-inch diameter rolls, packaged, and shipped directly to customers as rollstock or may undergo further processing. Additional processing steps can include printing in up to ten (10) colors, slitting down to a narrower width roll, converting into finished bags, or re-rolling onto smaller diameter rolls and packaging for sale as retail or institutional cutterboxes.

     The products that the Company produces require a variety of raw materials, including polyethylene, PVC, polypropylene and other resins and additives (collectively, “Resins”). The Company purchases most of its Resins from major oil companies and petrochemical companies in North America and purchases a portion of its Resins from manufacturers located outside North America. The Company also purchases certain non-prime Resins from secondary market brokers in North America, and is currently one of the largest buyers of Middle Eastern film-grade Resins. For the year ended December 31, 2008, raw material costs, which consist primarily of the cost of Resins, comprised approximately 71% of the Company’s manufacturing costs.

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     3. Sales and Marketing

     Due to the Company’s broad range of product offerings and customers, its sales and marketing efforts are generally product or customer specific. The Company markets in various ways, depending on both the customer and the product. However, most of the Company’s salespeople are dedicated to a specific product line and sometimes to specific markets or customers. While certain of the Company’s specialty films, printed products and engineered films are sold through independent third-party brokers, most of these products are sold by the Company’s own direct sales force. These salespeople are supported by customer service and technical specialists assigned to each salesperson, and in some cases, to specific customers. Customer service representatives assist with order intake, scheduling and product information. Technical support personnel assist the salesperson and the customer with technical expertise, quality control and product development.

     4. Intellectual Property

     Patents, trademarks and licenses are significant to the Company’s business. The Company has patent protection on several of its products and processes, regularly applies for new patents on significant product and process developments, and has also registered trademarks on many of its products. The Company also often relies on unpatented proprietary know-how, continuing technological innovation and other trade secrets to develop and maintain its competitive position. In addition, the Company occasionally licenses from third parties the right to use some of their intellectual property.

     5. Properties

     The Company’s executive offices are located at 1475 Woodfield Road, Suite 700, Schaumburg, Illinois 60173. This executive office space is leased by the Company. The Company also leases warehouse and office space at various other locations.

     In addition, as set forth below, the Company currently operates 21 principal manufacturing and research and development facilities in the United States, Canada, Australia, Mexico and Germany. With the exception of five (5) of these facilities, all are owned by the Company. During the second quarter of 2008, the Company announced the planned closures of four (4) of the facilities set forth below: (i) South Deerfield, Massachusetts, (ii) Dalton, Georgia, (iii) Harrington, Delaware, and (iv) Newport News, Virginia.

Location	Products
Harrington, Delaware	Personal care, medical and custom films
McAlester, Oklahoma	Personal care and medical films
Washington, Georgia	Personal care, medical and agricultural films
Kent, Washington	Printed bags and rollstock
Macedon, New York	Printed bags and rollstock
Mexico City, Mexico*	Personal care films, printed bags and rollstock
Calhoun, Georgia	PVC films
Danville, Kentucky*	Stretch and custom films
Lewisburg, Tennessee	Stretch films

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Location	Products
Phillipsburg, Germany	PVC films
Preston, Australia*	PVC films
Toronto, Canada	PVC films
Bloomington, Indiana*	Barrier and converter films
Chippewa Falls, Wisconsin	Converter, industrial and personal care films
Dalton, Georgia	Converter, barrier and medical films
Danville, Kentucky	Converter, barrier and custom films
South Deerfield, Massachusetts	Converter and industrial films
Odon, Indiana	Barrier films
Orillia, Canada (two plants)*	Converter films
Newport News, Virginia	Research facility and pilot plant

* Indicates a leased building. In the case of Orillia, Canada, only one (1) of the two (2) plants is leased.

C. OPERATIONAL STRUCTURE OF THE DEBTORS

     Pliant currently has thirteen (13) domestic and foreign subsidiaries. The integrated operations of Pliant and its domestic and foreign subsidiaries are divided into four operating segments corresponding generally to major product groups: (a) specialty films (the “Specialty Films Segment”), (b) printed products (the “Printed Products Segment”), (c) industrial films (the “Industrial Films Segment”), and (d) engineered films (the “Engineered Films Segment”).

     1. Specialty Films Segment

     The Specialty Films Segment, which accounted for 21.1% of the Company’s consolidated net sales in 2008, produces personal care films, medical films, and agricultural films.

          (a) Personal Care Films. The Company is a leading producer of personal care films used in disposable diapers, feminine care products and adult incontinence products. Typically, personal care films must meet diverse and highly technical specifications. For example, many of these films must “breathe,” allowing water vapors to escape, and in some applications, the softness or “quietness” of the film is important, as in adult incontinence products.

          (b) Medical Films. The Company is a specialized niche manufacturer of medical films, and its medical films are used in disposable surgical drapes and gowns. The Company also produces protective packaging for medical supplies, such as disposable syringes and intravenous fluid bags, and packaging for disposable medical devices. The Company’s medical films are manufactured to meet stringent barrier requirements and must be able to withstand varied sterilization processes. For example, a sterile barrier is necessary to provide and assure the integrity of the devices and to prevent contamination and tampering.

          (c) Agricultural Films. The Company is a leading manufacturer of polyethylene mulch films that are sold to fruit and vegetable growers and to nursery operators. The Company’s mulch films are used extensively in North America and Latin America and the primary consumers of such films are commercial growers of crops like peppers, tomatoes,

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cucumbers and strawberries. These crops are typically planted on raised beds that are tightly covered with mulch film. The mulch film eliminates or retards weed growth, significantly reduces the amount of water required by plants, controls soil bed temperatures for ideal growing conditions and allows easy application of fertilizer.

     2. Printed Products Segment

     The Printed Products Segment accounted for 20.1% of the Company’s consolidated net sales in 2008. The Printed Products Segment provides printed rollstock, bags and sheets used to package consumer goods. Printed bags and rollstocks are sold to bakeries, fresh and frozen food processors, manufacturers of personal care products, textile manufacturers and other dry goods processors. Bread and bakery bags represent a significant portion of the Company’s printed products business. The Printed Products Segment produces approximately four billion bread and bakery bags each year.

     The Printed Products Segment also includes the Company’s non-debtor Mexican subsidiary, Pliant de Mexico S.A. de C.V., which is a leading producer of printed products for Mexico and other Latin American countries. Pliant de Mexico S.A. de C.V. also produces personal care and barrier films for these markets. In 2008, approximately 25% of the Company’s total printed products sales were sold in Mexico and Latin America.

     3. Industrial Films Segment

     The Industrial Films Segment, which accounted for 29.7% of the Company’s consolidated net sales in 2008, manufactures stretch, shrink and PVC films. In 2007, approximately 27% of the Company’s industrial films sales were outside the United States, primarily in Canada, Europe and Australia. The Company’s customers in this segment include national distributors, such as Bunzl and Xpedx; grocery chains, such as A&P, Kroger, Publix and Safeway; and end-users, such as P&G, Costco, and Wal-Mart.

          (a) Stretch and Shrink Films. Stretch and shrink films are used on packaging. For example, stretch films are used to bundle, unitize and protect palletized loads during shipping and storage. These films continue to replace more traditional packaging, such as corrugated boxes and metal strapping, because of their lower cost, higher strength, and ease of use. The Company is North America’s fourth largest producer of stretch films.

          (b) PVC Films. The Company’s PVC films are used by supermarkets, delicatessens and restaurants to wrap meat, cheese and produce. Use of PVC films in these applications is preferred because of the films’ clarity, elasticity and cling. The Company also produces PVC films for laundry wrap and other industrial applications. In addition, the Company produces individually packaged rolls of PVC film for consumer household use where the film is packaged in cartons (cutterboxes) with serrated edges or slide-cutters, and sold into bulk retail and food service markets in North America, Latin America and Asia. The Company is also a leading producer of PVC films in Australia and the second largest producer in Europe.

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     4. Engineered Films Segment

     The Engineered Films Segment accounted for 32.3% of the Company’s consolidated net sales in 2008. Engineered films are a key component in a wide variety of flexible packaging products. These films are used in packaging for end-use markets such as coffee, confections, snacks, fresh produce, lidding, and hot-fill liquids. Generally, the engineered films add value by providing the final packaging product with specific performance characteristics, such as moisture, oxygen or odor barriers, ultraviolet protection or desired sealant properties. Because engineered films are sold for their sealant, barrier or other properties, they must meet stringent performance specifications established by the customer, including gauge control, clarity, sealability and width accuracy. The Company is a leader in introducing new engineered film products to meet flexible packaging industry trends and specific customer needs. The Company is one of North America’s leading manufacturers of polyethylene-based sealant films.

     The Company also manufactures a variety of barrier and custom films, primarily for smaller, but profitable, niche segments in flexible packaging and industrial markets. The Company is also a leading manufacturer of barrier films for liners in multi-wall pet food packaging.

D. MANAGEMENT OF THE DEBTORS

     1. Existing Board of Directors

     The board of directors of Pliant currently consists of seven (7) members. The holders of Pliant’s common stock have the right to designate five (5) directors, one of which is Pliant’s Chief Executive Officer. The holders of Pliant’s Series AA Preferred Stock have the right to designate two (2) directors. Six (6) of the seven (7) directors are independent directors under the listing standards of NASDAQ Stock Market, Inc.

     Set forth below are the directors of Pliant, as of the date of the filing of this Disclosure Statement.

Name	Position
Harold C. Bevis	Director, President and Chief Executive Officer
John D. Bowlin	Director and Non-Executive Chairman
Eugene I. Davis	Director
David G. Elkins	Director
Edward A. Lapekas	Director
Stephen V. McKenna	Director
Timothy J. Walsh	Director

     2. Board of Reorganized Pliant

     Subject to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of the Bankruptcy Code, on the Effective Date the initial directors and officers of Reorganized Pliant shall be the persons identified in Exhibit 5.4(b) to the Plan, to be provided in the Plan Supplement. On the Effective Date, the board of directors of Reorganized Pliant shall have eight (8) members constituted as follows: (i) a majority of the directors shall be designated by the

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Investor Group holders and (ii) the Non-Investor Group shall have the right to designate a whole number (rounding down) of directors to the Board that is closest to the product of the aggregate ownership percentage of Non-Investor Group Holders at such date and the authorized number of directors on the board at such date, provided that, the Non-Investor Group shall have the right to designate at least one director to the board so long as the Non-Investor Group holders collectively own in the aggregate at least 10% of the outstanding New Common Stock. Thereafter, the Certificate of Incorporation and the Reorganized Pliant Shareholders Agreement shall govern the designation of directors. In addition, the boards of directors of the other Reorganized Debtors shall consist of members of the board of directors of Reorganized Pliant, or such other persons as are designated by the board of directors of Reorganized Pliant. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose in Exhibit 5.4(b) to the Plan, to be provided in the Plan Supplement, the identity and affiliations of any person proposed to serve on the initial board of directors of Reorganized Pliant, and to the extent such person is an insider other than by virtue of being a director, the nature of any compensation for such person. Each such director and officer shall serve from and after the Effective Date pursuant to the terms of the Certificate of Incorporation, the By-Laws, any other organizational documents of the Reorganized Debtors, and applicable law. Each member of the current board of directors of each of the Debtors will be deemed to have resigned on the Effective Date

     3. Executive Officers

     Set forth below are the senior executive officers of Pliant, as of the date of the filing of this Disclosure Statement, elected by Pliant’s board of directors and each officer’s position within Pliant. The Proponents currently anticipate that some or all of these senior executive officers shall maintain their current positions following the Effective Date of the Plan. A final list of officers of Reorganized Pliant will be provided in the Plan Supplement.

Name	Position
Harold C. Bevis	President, Chief Executive Officer and Director
Stephen T. Auburn	Vice President, General Counsel and Secretary
Keith Brechtelsbauer	Divisional Vice President and General Manager—Specialty Films
R. David Corey	Executive Vice President and Chief Operating Officer
Gabriele Ditsch	Managing Director—Germany
Timothy M. French	Managing Director—Canada
Greg E. Gard	Senior Vice President, Technology & Innovation
James L. Kaboski	Vice President and General Manager—Printed Products
James M. Kingsley	Senior Vice President, Business Development
Joseph J. Kwederis	Senior Vice President, Finance & Accounting
Robert J. Maltarich	Vice President and General Manager—PVC Products
Thomas C. Spielberger	Senior Vice President and Chief Financial Officer
Kenneth J. Swanson	Senior Vice President and President, Engineered Films Group

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E. INFORMATION REGARDING APOLLO

     Apollo is an affiliate of Apollo Management, L.P. (“Apollo Management”). Founded in 1990, Apollo Management is a leading global alternative asset manager with a track record of successful private equity, distressed debt and mezzanine investing. Apollo Management raises, invests and manages private equity and credit-oriented capital markets funds on behalf of some of the world’s most prominent pension and endowment funds as well as other institutional and individual investors.

     As of September 30, 2008, Apollo Management had assets under management in excess of $41 billion in private equity, hedge funds, distressed debt and mezzanine funds invested across a core group of industries where Apollo Management has considerable knowledge and resources. The entities that collectively constitute Apollo Fund VI own Apollo’s holdings of Pliant’s Second Lien Notes as well as having an equity interest in Berry Plastics.⁶ Apollo Fund VI has total committed capital of $10.1 billion.

     The funds managed by Apollo Management have broad holdings across numerous industries, including in their portfolio, among other companies, Berry Plastics, CEVA Logistics, AMC Entertainment, Affinion, Claire’s Stores, Harrah’s Entertainment, Jacuzzi Brands, Momentive Performance Products, Norwegian Cruise Lines, Rexnord, Smart and Final and Verso Paper.

F. INFORMATION REGARDING BERRY PLASTICS CORPORATION

     1. Overview

     Berry Plastics Corporation (“Berry”) is a leading manufacturer and marketer of plastic packaging products, plastic film products, specialty adhesives and coated products. Berry manufactures a broad range of innovative, high quality packaging solutions using its collection of over 1,800 proprietary molds and an extensive set of internally developed processes and technologies. Berry’s principal products include containers, drink cups, bottles, closures and overcaps, tubes and prescription containers, trash bags, stretch films, plastic sheeting, and tapes which it sells into a diverse selection of attractive and stable end markets, including food and beverage, healthcare, personal care, quick service and family dining restaurants, custom and retail, agricultural, horticultural, institutional, industrial, construction, aerospace, and automotive. Berry sells packaging solutions to approximately 13,000 customers, ranging from large multinational corporations to small local businesses consisting of a favorable balance of leading national blue-chip customers as well as a collection of smaller local specialty businesses. The unique combination of leading market positions, proven management team, product and customer diversity and manufacturing and design innovation provides a variety of growth opportunities. Berry’s top 10 customers represented approximately 21% of its fiscal 2008 net sales with no customer accounting for more than 6% of fiscal 2008 net sales. The average length of the relationship with these customers was 22 years. Additionally, Berry operates 68 strategically located manufacturing facilities and has extensive distribution capabilities.

⁶ Apollo Fund VI comprises Apollo Investment Fund VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P. and Apollo Overseas Partners (Germany) VI, L.P.

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     2. Ownership of Berry

     Berry is a wholly owned subsidiary of Berry Plastics Group, Inc. (“Berry Holding”). Apollo Investment Fund VI, L.P. and Apollo Investment Fund V, L.P. collectively own 79% of Berry Plastics Group. Graham Berry Holdings, LP, of which Graham Berry Holdings II, L.P. is the sole member and general partner, owns 7% of Berry. Additionally, the directors and executive officers of Berry as a group own 14% of Berry.

     3. Historical Operating Results

     During Berry’s last fiscal year ended September 28, 2008, revenues increased 15% to $3.5 billion from $3.0 billion in the prior year. The cost of goods sold was $3,019.3 million, increasing from the previous year due to acquisitions and the increased cost of Resin and other materials. Gross profit increased by $22.2 million to $493.8 million or 14% of net sales compared to the last year.

     Year to date net sales were $2.4 billion for the fiscal 2009 third quarter. Year to date net cash provided by operating activities was $339.8 million for the fiscal 2009 third quarter which represents a $294.5 million increase from $45.3 million for the fiscal 2008 third quarter. Berry’s Adjusted EBITDA, which is a non-GAAP measure, for the twelve months ended June 27, 2009, was $512.7 million.

     4. Selected Financial Information

     The following table presents selected historical financial data for Berry and Tyco Plastics & Adhesives (Predecessor) and should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the respective financial statements and notes to the financial statements included in Berry’s Form 10-K filed with the SEC December 16, 2008.  

							Predecessor
	Successor						Period from
					Period from		October 1,
	Year ended		Year ended		February 17 to		2005 to		Year ended		Year ended
	September		September 29,		September 30,		February 16,		September 29,		September
($ in millions)	27, 2008		2007		2006		2006		2005		29, 2004
Statement of Operations Data:
Net sales(1)	$	3,513.1	$	3,055.0	$	1,138.8	$	666.9	$	1,725.2	$	1,658.8
Cost of sales		3,019.3		2,583.4		1,022.9		579.0		1,477.4		1,366.2
Gross profit		493.8		471.6		115.9		87.9		247.8		292.6
Charges and allocations from Tyco and affiliates		—		—		—		10.4		56.4		65.0
Selling, general and administrative expenses		340.0		321.5		107.6		50.0		124.6		130.2
Restructuring and impairment charges, net		9.6		39.1		0.6		0.6		3.3		57.9
Other operating expenses		32.8		43.6		—		—		—		—
Operating income		111.4		67.4		7.7		26.9		63.5		39.5
Other expense		—		37.3		12.3		—		—		—
Interest expense, net		261.7		237.6		46.5		2.1		4.5		6.3
Interest expense (income), net—Tyco and affiliates		—		—		—		5.5		11.2		(1.7	)

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										Predecessor
	Successor									Period from
							Period from			October 1,
	Year ended			Year ended			February 17 to			2005 to		Year ended		Year ended
	September			September 29,			September 30,			February 16,		September 29,		September
($ in millions)	27, 2008			2007			2006			2006		2005		29, 2004
Income (loss) before income taxes		(150.3	)		(207.5	)		(51.1	)		19.3		47.8		34.9
Income tax expense (benefit)		(49.2	)		(88.6	)		(18.1	)		1.6		3.8		2.4
Minority interest		—			(2.7	)		(1.8	)		—		—		0.2
Net income (loss)	$	(101.1	)	$	(116.2	)	$	(31.2	)	$	17.7	$	44.0	$	32.3

(1) Net sales includes related party sales of $11.6 million for the period from October 1, 2005 to February 16, 2006 and $23.4 million and 26.0 million for the years ended September 30, 2005 and 2004, respectively. Additionally, revenue is presented net of certain rebates paid to customers.

     5. Officers and Directors

     The following table provides information as of September 28, 2008 regarding the executive officers, officers and members of the board of directors of Berry Holding, of which Berry is a wholly owned subsidiary.

Name	Age		Title
Ira G. Boots		54	Chairman, Chief Executive Officer and Director
R. Brent Beeler		55	President and Chief Operating Officer
James M. Kratochvil		52	Executive Vice President, Chief Financial Officer, Treasurer and Secretary
Anthony M. Civale		34	Director
Patrick J. Dalton		40	Director
Donald C. Graham		75	Director
Steven C. Graham		49	Director
Joshua J. Harris		44	Director
Robert V. Seminara		37	Director

     The following table provides information regarding the executive officers, officers and members of the board of directors of Berry.

Name	Age		Title
Ira G. Boots		54	Chairman, Chief Executive Officer and Director
R. Brent Beeler		55	President and Chief Operating Officer
James M. Kratochvil		52	Executive Vice President, Chief Financial Officer, Treasurer and Secretary
Anthony M. Civale		34	Director
Robert V. Seminara		37	Director

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     Ira G. Boots has been Chairman of the Board and Chief Executive Officer since June 2001 of Berry Holding and Berry Plastics Corporation, and a Director of Berry Holding and Berry Plastics Corporation since April 1992.  Prior to that, Mr. Boots served as Chief Operating Officer of Berry Plastics Corporation since August 2000 and Vice President of Operations, Engineering and Product Development of Berry Plastics Corporation since April 1992.  Mr. Boots was employed by Berry’s predecessor company from 1984 to December 1990 as Vice President, Operations.

     R. Brent Beeler was named President and Chief Operating Officer of Berry Holding and Berry Plastics Corporation in May 2005.  He formerly served as President—Containers and Consumer Products of Berry Plastics Corporation since October 2003 and has been an Executive Vice President of Berry Holding since July 2002.  He had been Executive Vice President and General Manager—Containers and Consumer Products of Berry Plastics Corporation since October 2002 and was Executive Vice President and General Manager—Containers since August 2000.  Prior to that, Mr. Beeler was Executive Vice President, Sales and Marketing of Berry Plastics Corporation since February 1996 and Vice President, Sales and Marketing of Berry Plastics Corporation since December 1990.  Mr. Beeler was employed by Berry’s predecessor company from October 1988 to December 1990 as Vice President, Sales and Marketing and from 1985 to 1988 as National Sales Manager.

     James M. Kratochvil has been Executive Vice President, Chief Financial Officer, Treasurer and Secretary of Berry Holding and Berry Plastics Corporation since December 1997.  He formerly served as Vice President, Chief Financial Officer and Secretary of Berry Plastics Corporation since 1991, and as Treasurer of Berry Plastics Corporation since May 1996.  He formerly served as Vice President, Chief Financial Officer and Secretary of Berry Holding since 1991.  Mr. Kratochvil was employed by Berry’s predecessor company from 1985 to 1991 as Controller.

     Anthony M. Civale has been a member of Berry’s Board of Directors since the consummation of the merger with Covalence Specialty Materials Holding Corp.  Mr. Civale is a Partner at Apollo Management, where he has worked since 1999.  Prior to that time, Mr. Civale was employed by Deutsche Bank Securities in the Financial Sponsors Group within its Corporate Finance Division.  Mr. Civale also serves on the board of directors of Harrah’s Entertainment, Inc. and Prestige Cruises.

     Patrick J. Dalton has been a member of Berry’s Board of Directors since the consummation of the merger with Covalence Specialty Materials Holding Corp. Mr. Dalton joined Apollo Management in June 2004 as a partner and as a member of Apollo Investment Management’s (“AIM”) Investment Committee. Mr. Dalton is the President and Chief Operating Officer of Apollo Investment Corporation (NASDAQ: AINV). Mr. Dalton is also the Chief Investment Officer of AIM. Before joining Apollo, Mr. Dalton was a vice president with Goldman, Sachs & Co.’s Principal Investment Area with a focus on mezzanine investing since 2000. From 1990 to 2000, Mr. Dalton was a Vice President with the Chase Manhattan Bank where he worked most recently in the Acquisition Finance Department. Mr. Dalton graduated from Boston College with a BS in Finance and received his MBA from Columbia Business School.

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     Donald C. Graham founded the Graham Group, an industrial and investment concern, and has been a member of Berry’s Board of Directors since the consummation of the merger with Covalence Specialty Materials Holding Corp.  The Graham Group is engaged in a broad array of businesses, including industrial process technology development, capital equipment production, and consumer and industrial products manufacturing.  Mr. Graham founded Graham Packaging Company, in which he sold a controlling interest in 1998.  The Graham Group’s three legacy industrial businesses operate in more than 80 locations worldwide, with combined sales of more than $2.75 billion.  Mr. Graham currently serves on the board of directors of Western Industries, Inc., Supreme Corq LLC, National Diversified Sales, Inc., Infiltrator Systems, Inc., Touchstone Wireless Repair and Logistics LP, Nurture, Inc., Graham Engineering Corporation and Graham Architectural Products Corporation.  

     Steven C. Graham founded Graham Partners and has been a member of Berry’s Board of Directors since the consummation of the merger with Covalence Specialty Materials Holding Corp.  Prior to founding Graham Partners in 1998, Mr. Graham oversaw the Graham Group’s corporate finance division starting in 1988.  Prior to 1988, Mr. Graham was a member of the investment banking division of Goldman, Sachs & Co., and was an Acquisition Officer for the RAF Group, a private equity investment group.  Mr. Graham currently serves on the board of directors of Graham Architectural Products Corporation, Western Industries, Inc., National Diversified Sales, Inc., HB&G Building Products, Inc., Nailite International, Inc., Dynojet, Inc., Supreme Corq LLC, Line-X, LLC, Abrisa Industrial Glass, Inc., Infiltrator Systems, Inc., The Masonry Group LLC, Aerostructures Acquisition, LLC, Transaxle LLC, and ICG Commerce Holdings, Inc.

     Joshua J. Harris has been a member of Berry’s Board of Directors since the consummation of the merger with Covalence Specialty Materials Holding Corp.  Mr. Harris is Managing Partner of Apollo Management, L.P. which was started in 1990. Prior to 1990, Mr. Harris was a member of the Mergers and Acquisitions Group of Drexel Burnham Lambert Incorporated. Mr. Harris currently also serves on the boards of directors of the general partner of AP Alternative Assets, Apollo Global Management, LLC, Ceva Logistics, Hexion Specialty Chemicals, Momentive Performance Materials, and Noranda Aluminum. Mr. Harris has previously served on the boards of directors of Verso Paper, Metals USA, Nalco, Allied Waste Industries, Pacer International, General Nutrition Centers, Furniture Brands International, Compass Minerals Group, Alliance Imaging, NRT Inc., Covalence Specialty Materials, United Agri Products, Quality Distribution and Whitmire Distribution.

     Robert V. Seminara has been a member of Berry’s Board of Directors since the consummation of the merger with Covalence Specialty Materials Holding Corp.  Mr. Seminara is a Partner at Apollo Management, where he has worked since 2003.  Prior to that time, Mr. Seminara was a managing director of Evercore Partners LLC.  Mr. Seminara also serves on the boards of directors of Hexion Specialty Chemicals, Inc. and SkyLink Aviation Inc.  

G. DEBT AND CAPITAL STRUCTURE OF THE DEBTORS

     1. 2006 Bankruptcy

     On January 3, 2006 (the “2006 Petition Date”), each of the Debtors herein (the “2006 Debtors”) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the

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United States Bankruptcy Court for the District of Delaware (collectively, the “2006 Cases”). The 2006 Cases were assigned to United States Bankruptcy Judge Mary F. Walrath and were jointly administered under the caption “In re: Pliant Corporation, et al., Case No. 06-10001.”

     On the 2006 Petition Date, three of the 2006 Debtors—Uniplast Industries Co., Pliant Corporation of Canada Ltd. and Pliant Packaging of Canada, LLC—obtained an Initial Order (the “2006 Recognition Order”) from the Ontario Superior Court of Justice (the “Canadian Court”) recognizing their chapter 11 proceedings as “foreign proceedings” pursuant to section 18.6 of the CCAA. Pursuant to the 2006 Recognition Order, RSM Richter Inc. was appointed as information officer (the “2006 Information Officer”) for the purpose of ensuring that Canadian stakeholders and the Canadian Court were apprised of developments in the chapter 11 proceedings. The 2006 Cases were filed as part of a pre-negotiated financial restructuring of the 2006 Debtors’ balance sheet, caused primarily by a severe contraction in trade terms from their essential raw material suppliers and challenging industry conditions (namely the increase in the price of the principal raw materials—Resins—used to manufacture the 2006 Debtors’ products) in the months prior to the 2006 Petition Date. This combination of events cost the 2006 Debtors millions of dollars and severely impacted the 2006 Debtors’ liquidity, resulting in the 2006 Debtors being unable to service their debt obligations at the then existing levels.

     During the 2006 Cases, the 2006 Debtors continued to operate in the normal course of business and all of their manufacturing and research and development facilities around the world remained open and continued to serve customers.

     2. The 2006 Plan and Related Transactions

     On June 19, 2006, the 2006 Debtors filed their Fourth Amended Joint Plan of Reorganization (the “2006 Plan”). The 2006 Plan was based primarily upon a prepetition compromise and agreement with the holders of more than 66-2/3% of Pliant’s then-existing 13% Senior Subordinated Notes, the holders of a majority of the then-existing outstanding shares of Pliant’s mandatorily redeemable preferred stock and the holders of a majority of the then-existing outstanding shares of Pliant’s common stock. At its core, the 2006 Plan provided that (i) $320 million of Pliant’s 13% Senior Subordinated Notes would be exchanged for a combination of 30% of new common stock, $260 million of new Series AA Preferred Stock, certain additional consideration and up to $35 million of new debt; (ii) $278 million of Pliant’s mandatorily redeemable preferred stock would be exchanged for a combination of up to $75.5 million of new Series AA Preferred Stock and 28% of new common stock; (iii) holders of outstanding common stock would receive 42% of new common stock; and (iv) holders of claims under the First Lien Notes Indenture and Second Lien Notes Indenture and the claims of trade and other general unsecured creditors would be unimpaired. As part of the 2006 Plan, Pliant would be reincorporated in Delaware, and the new common stock, Series AA Preferred Stock and new debt would be issued by Pliant Corporation, a Delaware corporation.

     On June 23, 2006, the Bankruptcy Court entered an order confirming the 2006 Plan and the 2006 Plan became effective on July 18, 2006 (the “2006 Effective Date”). On the 2006 Effective Date, the 2006 Debtors consummated their reorganization through a series of transactions contemplated by the 2006 Plan.

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     3. Description of the Debtors’ Prepetition Debt Structure

     The Debtors’ prepetition debt structure is comprised of four components: (1) the Prepetition Credit Facility (as hereinafter defined), (2) the First Lien Notes (as hereinafter defined), (3) the Second Lien Notes (as hereinafter defined), and (4) the Senior Subordinated Notes (as hereinafter defined). As of the Petition Date, these debt issuances totaled approximately $847.8 million in principal amount.

          (a) Credit Facility⁷. The prepetition credit facility (the “Prepetition Credit Facility”) comprises two components: (1) the Prepetition Working Capital Credit Agreement and (2) the Prepetition Fixed Asset Credit Agreement.

     Specifically, on July 18, 2006, Pliant, the Domestic Subsidiary Borrowers, Pliant Toronto, Pliant Orillia, the Australian Subsidiary Borrower, the German Subsidiary Borrower and the Mexican Subsidiary Borrower, as borrowers (collectively, the “Prepetition Working Capital Credit Borrowers”), entered into the Prepetition Working Capital Credit Agreement with the Prepetition Working Capital Lenders, Merrill Lynch Bank USA, as administrative agent (the “Prepetition Credit Facility Administrative Agent”), and Merrill Lynch Commercial Finance Corp., as sole lead arranger and book manager. Also on that date, the Foreign Subsidiary Borrowers entered into the Prepetition Fixed Asset Credit Agreement, among the lender parties thereto (the “Prepetition Fixed Asset Lenders,” and together with the Prepetition Working Capital Lenders, the “Prepetition Credit Facility Lenders”), Merrill Lynch Bank USA, as administrative agent, and Merrill Lynch Commercial Finance Corp.

     Under the Prepetition Credit Facility, separate loans were made by foreign bank lenders (the “Prepetition Foreign Lenders”) to each of the Foreign Subsidiary Borrowers (the “Prepetition Foreign Subsidiary Obligations”). Pursuant to certain guaranty and security agreements, each of the Foreign Subsidiary Guarantors guaranteed and secured each others’ Prepetition Foreign Subsidiary Obligations to the Prepetition Foreign Lenders. As more fully described below, the Foreign Subsidiary Guarantors did not, however, guarantee or otherwise secure Pliant’s, Pliant Orillia’s or the Domestic Subsidiary Borrowers’ obligations under the

⁷ For ease of reference, the following definitions shall apply to the description of the prepetition indebtedness:

“Australian Subsidiary Borrower” means, Pliant Corporation Pty Ltd.

“Domestic Subsidiary Borrowers” means, Uniplast Holdings, Inc. and Uniplast U.S., Inc.

“Foreign Subsidiary Borrowers” means, collectively, Pliant Toronto, the Australian Subsidiary Borrower, the Mexican Subsidiary Borrower and the German Subsidiary Borrower.

“Foreign Subsidiary Guarantors” means, the Foreign Subsidiary Borrowers (other than the German Subsidiary Borrower), Jacinto Mexico, S.A. de C.V. and Pliant de Mexico, S.A. de C.V.

“German Subsidiary Borrower” means, Pliant Film Products GmbH.

“Mexican Subsidiary Borrower” means, Aspen Industrial, S.A. de C.V. (“Aspen”).

“Pliant Orillia” means, Uniplast Industries Co.

“Pliant Toronto” means, Pliant Corporation of Canada Ltd.

“Subsidiary Guarantors” means, Uniplast Holdings, Inc., Pliant Corporation International, Pliant Film Products of Mexico, Inc., Pliant Packaging of Canada, LLC, Pliant Investment, Inc., Alliant Company LLC, Uniplast U.S., Inc. and Uniplast Industries Co.

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Prepetition Credit Facility. Pliant’s, Pliant Orillia’s and the Domestic Subsidiary Borrowers’ obligations under the Prepetition Credit Facility are separately guaranteed and secured by the Subsidiary Guarantors.

     Pliant’s, Pliant Orillia’s and the Domestic Subsidiary Borrowers’ obligations under the Prepetition Working Capital Credit Agreement are secured by a security interest in and lien upon Pliant and the Subsidiary Guarantors’ property, including a first priority security interest in, among other things, inventory, receivables, deposit accounts, the capital stock of, or other equity interests in, existing and future domestic subsidiaries and certain first-tier foreign subsidiaries, and investment property (the “Prepetition Working Capital First Priority Collateral”) and a second priority security interest in Pliant’s and the Subsidiary Guarantors’ real property, fixtures, equipment, intellectual property and all other types of property in which a first priority security interest or lien was granted to the First Lien Noteholders as security for the First Lien Indebtedness (as defined below) (the “Prepetition Working Capital Second Priority Collateral” and together with the Prepetition Working Capital First Priority Collateral, the “Prepetition Working Capital Collateral”).

     The obligations of the Foreign Subsidiary Borrowers under the Prepetition Working Capital Credit Agreement are secured by a first priority security interest in, among other things, the German Subsidiary Borrower’s⁸ and the Foreign Subsidiary Guarantors’ inventory, receivables, deposit accounts, the capital stock of, or other equity interests in, existing and future domestic subsidiaries and certain first-tier foreign subsidiaries, and investment property. The obligations of the Foreign Subsidiary Borrowers under the Fixed Asset Credit Agreement are secured by a first priority security interest in, among other things, the German Subsidiary Borrower’s and the Foreign Subsidiary Guarantors’ real property, fixtures, and equipment.

     The Prepetition Credit Facility provided up to $200 million of total commitments, subject to a borrowing base and certain other limitations. As of the Petition Date, the aggregate principal amount outstanding under the Prepetition Credit Facility was approximately $167.4 million (the “Prepetition Credit Facility Indebtedness”). Of this amount, approximately $22.4 million was attributable to the Prepetition Foreign Subsidiary Obligations owed to the Prepetition Foreign Lenders and guaranteed and secured by each of the Foreign Subsidiary Guarantors. Approximately $6.4 million of the Prepetition Foreign Subsidiary Obligations was owed by Pliant Toronto, the sole Debtor Foreign Subsidiary Borrower. In addition, Aspen owed approximately $11 million, and the German Subsidiary owed $5 million under the Prepetition Credit Facility. The Prepetition Foreign Subsidiary Obligations were repaid with the proceeds of the Debtors’ postpetition financing facility.

          (b) First Lien Notes. Pliant is party to an Amended and Restated Indenture, dated as of February 17, 2004 (as amended and restated as of May 6, 2005, and supplemented as of July 18, 2006) (the “First Lien Indenture”) pursuant to which Pliant issued (a) 11-5/8% senior secured notes due 2009 (the “11-5/8% Senior Secured Notes”) and (b) 11-1/8% senior secured notes due 2009 (the “11-1/8% Senior Secured Notes,” together with the 11-5/8% Senior Secured

⁸ The German Subsidiary Borrower separately granted security interests and liens on its own collateral to secure the loans made to it under the Prepetition Working Capital Credit Agreement and Fixed Asset Credit Agreement.

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Notes, the “First Lien Notes”).⁹ The obligations under the First Lien Indenture (the “First Lien Indebtedness”) are guaranteed by the Subsidiary Guarantors. As security for the First Lien Indebtedness, Pliant and the Subsidiary Guarantors granted to the First Lien Collateral Agent, for its benefit and the benefit of holders of the First Lien Notes (“First Lien Noteholders”), a first priority security interest and lien upon the Prepetition Working Capital Second Priority Collateral (the “Prepetition First Lien Notes First Priority Collateral”) and a second priority security interest and lien upon the Working Capital First Priority Collateral (the “Prepetition First Lien Notes Second Priority Collateral,” and together with the Prepetition First Lien Notes First Priority Collateral, the “Prepetition First Lien Notes Collateral,” and together with the Prepetition Working Capital Collateral (the “Prepetition Collateral”). As of the Petition Date, the aggregate principal amount of First Lien Notes outstanding was approximately $393.8 million, exclusive of fees.

          (c) Second Lien Notes. Pliant is party to an Indenture, dated as of May 30, 2003 (the “Second Lien Indenture”) pursuant to which Pliant issued the 11-1/8% Senior Secured Notes due 2009 (the “Second Lien Notes”). The obligations under the Second Lien Indenture (the “Second Lien Indebtedness”) are guaranteed by the Subsidiary Guarantors. As security for the Second Lien Indebtedness, Pliant and the Subsidiary Guarantors granted to the indenture trustee for the Second Lien Notes (the “Second Lien Indenture Trustee”), for its benefit and for the benefit of the Second Lien Noteholders, a second priority security interest in and lien upon the Prepetition Working Capital First Priority Collateral and the Prepetition First Lien Notes First Priority Collateral. As of the Petition Date, the aggregate principal amount outstanding under the Second Lien Notes was approximately $262.4 million, exclusive of fees.

          (d) Senior Subordinated Notes. Pliant is party to an Indenture, dated June 14, 2007 (the “Senior Subordinated Notes Indenture”), pursuant to which Pliant issued the 18% Senior Subordinated Notes due 2012 (the “Senior Subordinated Notes”). Pliant’s obligations under the Subordinated Notes Indenture are guaranteed by the Subsidiary Guarantors. As of the Petition Date, the aggregate principal and interest outstanding under the Subordinated Notes was approximately $26.3 million, exclusive of fees. The obligations under the Subordinated Notes Indenture are unsecured.

          (e) Intercreditor Agreement. The collateral agents for the Working Capital Credit Facility, the First Lien Indenture Trustee and the Second Lien Indenture Trustee are parties to an Intercreditor Agreement dated as of February 17, 2004 (the “Intercreditor Agreement”). The Intercreditor Agreement delineates the rights and obligations of the parties with respect to the liens in the Working Capital Collateral and the Fixed Asset Collateral in a bankruptcy proceeding.

     Specifically, the parties agreed that the liens granted by the Debtors enjoy the following priority structure within a bankruptcy: (i) with respect to the Prepetition Working Capital First Priority Collateral, the security interests and liens granted by Pliant and the Subsidiary Guarantors in favor of the Prepetition Credit Facility Administrative Agent to secure the

⁹ On July 18, 2006, the First Lien Notes Indenture was amended to increase the interest rate by .225% with respect to the First Lien Notes, and such additional interest is to accrue as payment-in-kind interest. As a result, the interest rate on the 11-5/8% Senior Secured Notes was increased to 11.85% per annum and the interest rate on the 11-1/8% Senior Secured Notes was increased to 11.35% per annum.

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indebtedness under the Prepetition Credit Facility are senior in all respects and prior to the security interests and liens granted by Pliant and the Subsidiary Guarantors in favor of the First Lien Indenture Trustee and Second Lien Indenture Trustee to secure the First Lien Indebtedness and Second Lien Indebtedness, respectively; (ii) with respect to the Prepetition First Lien Notes First Priority Collateral, the security interests and liens granted by Pliant and the Subsidiary Guarantors in favor of the First Lien Indenture Trustee to secure the First Lien Indebtedness are senior in all respects and prior to the security interests and liens granted by Pliant and the Subsidiary Guarantors in favor of the Prepetition Credit Facility Administrative Agent and Second Lien Indenture Trustee to secure the Prepetition Indebtedness and Second Lien Indebtedness, respectively; and (iii) the security interests and liens granted by Pliant and the Subsidiary Guarantors in favor of the Second Lien Indenture Trustee to secure the Second Lien Indebtedness are junior and subordinated in all respects to the security interests and liens granted in favor of the Prepetition Credit Facility Administrative Agent with respect to the Prepetition Working Capital First Priority Collateral and the security interests and liens granted in favor of the First Lien Indenture Trustee with respect to the Prepetition First Lien Notes First Priority Collateral, respectively, and therefore the security interests and liens granted in favor of the Second Lien Indenture Trustee are in a second-priority position in both instances.

     4. Description of the Debtors’ Prepetition Equity Interests

     Pliant has two classes of preferred stock and one class of common stock. Each class of Pliant’s stock is described below.

          (a) Series AA Preferred Stock. On July 18, 2006, Pliant issued approximately 334,780 shares of Series AA Preferred Stock. On March 4, 2009, the Company filed a Form 15 with the SEC to deregister its Series AA Preferred Stock and suspend its reporting obligations under the Securities Exchange Act of 1934. As a result, the Company has ceased filing all periodic reports and forms with the SEC and the Company’s Series AA Preferred Stock is no longer quoted Over-the-Counter Bulletin Board. If the Series AA Preferred Stock has not been redeemed or repurchased by July 18, 2011, the holders of at least 40% of the outstanding shares of Series AA Preferred Stock shall have the right to cause all of the outstanding class of Series AA Preferred Stock to be converted into the number of shares of the Pliant’s common stock equal to 99.9% of the number of fully diluted shares of Pliant’s common stock after giving effect to such conversion (excluding shares, if any, of Pliant’s common stock issued to stockholders of the other party to a merger qualifying for the “Merger Exception” as defined in Pliant’s Amended and Restated Certificate of Incorporation). As of February 6, 2009, there were 17 holders of record of Pliant’s Series AA Preferred Stock. Also as of that date, J.P. Morgan Partners (BHCA), L.P. and/or its affiliates owned approximately 12.51% of the Company’s outstanding Series AA Redeemable Preferred Stock.

          (b) Series M Preferred Stock. The Series M Preferred Stock is Pliant’s only class of equity securities issued under its equity compensation plans. The Series M Preferred Stock is closely held and not publicly traded. As of December 31, 2007, all 8,000 authorized shares of Series M Preferred Stock had been issued pursuant to Pliant’s 2006 Restricted Stock Incentive Plan, and no additional shares of Series M Preferred Stock remain available for future issuance under Pliant’s equity compensation plans. Further, there are no outstanding options,

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warrants or rights under which any shares of the Series M Preferred Stock are to be issued. As of February 6, 2009, there were 10 holders of record of the Company’s Series M Preferred Stock.

          (c) Pliant Common Stock. As of March 12, 2008, Pliant had 97,348 shares of common stock outstanding and there were 339 holders of record of Pliant’s common stock. There is no established trading market for Pliant’s common stock. Pliant has not declared or paid any cash dividends on its common stock during the last two years and does not anticipate paying any cash dividends in the foreseeable future. As of February 6, 2009, J.P. Morgan Partners (BHCA), L.P. and/or affiliates owned approximately 51.52% of the Company’s outstanding common stock, par value $.01 per share.

H. PENDING LITIGATION INVOLVING THE DEBTORS

     As a consequence of the Debtors’ commencement of these Chapter 11 Cases, all pending claims and litigation against the Debtors in the United States have been automatically stayed pursuant to section 362 of the Bankruptcy Code.¹⁰ In addition, as discussed more fully below in Section IV.E, three of the Debtors—Uniplast Industries Co., Pliant Corporation of Canada Ltd., and Pliant Packaging of Canada, LLC (the “Canadian Debtors”)—have commenced proceedings recognizing their chapter 11 proceedings as “foreign proceedings” pursuant to section 18.6 of the CCAA. In connection therewith the Canadian Debtors anticipate that all pending claims and litigation against Uniplast Industries Co., Pliant Corporation of Canada Ltd. and Pliant Packaging of Canada, LLC in Canada will be stayed by order of the Canadian Court.

     The Debtors are involved from time to time in a variety of litigation that is incidental to their businesses. The material pending litigation related to prepetition causes of action of which the Debtors are currently aware and which may result in further litigation following the Effective Date is set forth on the attached Exhibit C. Exhibit C of the Disclosure Statement is not, and is not intended to be, a comprehensive list of all actions involving the Debtors and specifically excludes, among others, administrative actions, workers compensation actions and actions involving union grievances, and inclusion on Exhibit C is for disclosure purposes only and is not an admission, and is not intended to be an admission, of liability with respect to any claim or action.

     The Debtors do not believe that the ultimate disposition of the litigation set forth on Exhibit C will have a material adverse effect on the Debtors’ consolidated financial position, results of operations or confirmation of the Plan. To the extent any of the litigation set forth on Exhibit C is not resolved prior to the Effective Date of the Plan, the Proponents may seek to estimate claims on account of such litigation, which claims shall then be treated in accordance with the provisions of the Plan.

¹⁰ The plaintiffs in Tredegar Film Products Corp. v. Pliant (as more fully described on Exhibit C) have obtained limited relief from the automatic stay as reflected in the Agreed Order Granting Motion of Tredegar Film Products Corporation, et al. for Relief From the Automatic Stay to Continue the Prosecution of a Non-Bankruptcy Litigation Claim Pending in the Circuit Court of Cook County, Illinois (Chapter 11 Cases Docket No. 471) (the “Tredegar Order”). For further details concerning the scope of relief granted by the Bankruptcy Court, parties should consult the Tredegar Order.

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I. AVOIDANCE ACTIONS

     A number of transactions occurred prior to the Petition Date that may have given rise to claims, including preference actions, fraudulent transfers, and conveyance actions, rights of setoff and other claims or causes of action under sections 510, 544, 547, 548, 549, 550 and/or 553 of the Bankruptcy Code and other applicable bankruptcy or non-bankruptcy law.

     1. Preference Actions

     Under section 547 of the Bankruptcy Code, a debtor may seek to avoid and receive certain prepetition payments and other transfers made by the debtor to or for the benefit of a creditor in respect of an antecedent debt, if such transfer (i) was made when the debtor was insolvent and (ii) enabled the creditor to receive more than it would receive in a hypothetical liquidation of the debtor under chapter 7 of the Bankruptcy Code where the transfer had not been made. Transfers made to a creditor that was not an “insider” of the debtor are subject to these provisions generally only if the payment was made within 90 days prior to the debtor’s filing a petition under chapter 11 of the Bankruptcy Code (the “Preference Period”). Under section 547 of the Bankruptcy Code, certain defenses, in addition to the solvency of the debtor at the time of the transfer and the lack of preferential effect of the transfer, are available to a creditor from which a preference recovery is sought. Among other defenses, a debtor may not recover a payment to the extent such payment was part of a substantially contemporaneous exchange between the debtor and the creditor for new value given to the debtor. Further, a debtor may not recover a payment if such payment was made, and the related obligation was incurred, in the ordinary course of business of both the debtor and the creditor. The debtor has the initial burden of proof of demonstrating the existence of all the elements of a preference and is presumed to be insolvent during the Preference Period. The creditor has the initial burden of proof as to the aforementioned defenses.

     As mentioned elsewhere herein, the Debtors’ Statements of Financial Affairs provide information concerning certain payments or other transfers of property made by the Debtors to creditors during the Preference Period. The Proponents believe that the vast majority of the parties that received payments from the Debtors during the Preference Period are either suppliers providing goods critical to the operation of the Debtors’ business and/or that such parties would be able to assert one or more of the aforementioned defenses. As a result, as set forth in Section 10.2(f) of the Plan, the Proponents have decided to waive claims, rights or causes of action under section 547 of the Bankruptcy Code and the ability to disallow any Claim to the extent the Holder thereof received and did not return a transfer avoidable under section 547 of the Bankruptcy Code.

     2. Fraudulent Transfer and Conveyance Actions

     Under sections 548 and 544 of the Bankruptcy Code, a debtor may seek to recover certain fraudulent transfers and conveyances. Generally, a conveyance or transfer is fraudulent if (i) it was made with the actual intent to hinder, delay, or defraud a creditor (i.e., an intentional fraudulent conveyance) or (ii) reasonably equivalent value was not received by the transferee in exchange for the transfer and the debtor was insolvent at the time of the transfer, was rendered insolvent as a result of the transfer or was left with insufficient capitalization as a result of the

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transfer (i.e., a constructive fraudulent conveyance). Two primary sources of fraudulent conveyance law exist in a chapter 11 case.

     The first source of fraudulent conveyance law in a chapter 11 case is section 548 of the Bankruptcy Code under which a debtor in possession or bankruptcy trustee may avoid fraudulent transfers that were made or incurred within two years before the date the bankruptcy case was filed.

     The second source of a fraudulent conveyance law in a chapter 11 case is section 544 of the Bankruptcy Code—the so-called strong-arm provision—under which the debtor in possession (or creditors with Bankruptcy Court permission) may have the rights of a creditor under state law to avoid transfers as fraudulent. State fraudulent conveyance laws generally have statutes of limitations longer than two years and are applicable in a bankruptcy proceeding pursuant to section 544 of the Bankruptcy Code if the statute of limitations with respect to a transfer has not expired prior to the filing of the bankruptcy case. If such statute of limitations has not yet expired, the debtor in possession (or creditors with Bankruptcy Court permission) may bring the fraudulent conveyance claim within the time period permitted by section 546 of the Bankruptcy Code notwithstanding whether the statute of limitations period expires prior to the expiration of such time.

     Although the Debtors have not conducted a comprehensive analysis of fraudulent transfer and conveyance actions, they are not currently aware of any such transfers constituting fraudulent transfers or conveyances that would result in a meaningful recovery for the estates.

J. EVENTS LEADING UP TO CHAPTER 11

     The Company emerged from bankruptcy in July 2006 with a five-year financial plan to reduce costs and improve productivity. The Company also undertook various strategic capital investments aimed at fostering accretive growth, made substantial progress in reestablishing favorable trade terms with its vendors and strengthening its relationships with its customers and also took steps to reduce inventory, cut headcount, freeze salaries and eliminate fixed overhead costs where appropriate, as well as to modernize equipment, improve efficiencies and reduce operating costs.

     While these efforts positively impacted the Company’s financial performance in 2006 and 2007, the Company still faced significant challenges as a result of declining overall market demand, increased competitive pressures and higher Resin prices, all coupled with severe contractions in commercial lending markets. The spike in crude oil and natural gas prices in the summer of 2008 increased not only the price of Resins, but also the cost of energy and transportation necessary to the manufacturing and delivery processes. The Company was also harmed by the dramatic changes in capital markets, which made refinancing the First Lien Notes and Second Lien Notes maturing in mid-2009 on similar or even better terms impossible.

     In light of the Debtors’ liquidity and looming debt maturities in the fall of 2008, it became apparent to the board of directors of Pliant that the Debtors would likely need to seek a financial restructuring through chapter 11 proceedings. The board of directors requested that Jefferies, the Debtors’ financial advisors, conduct a valuation of Pliant. In late 2008, Jefferies presented the initial results of its valuation to the board, and on the basis of the evaluation by

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Jefferies, the Company determined that the First Lien Notes were the so-called “fulcrum” security entitled to receive the equity in the reorganized company, and determined that the Second Lien Notes, Senior Subordinated Notes and General Unsecured Claims were “out of the money.” Based upon this conclusion, the board instructed the Debtors’ management and the Debtors’ professionals to commence negotiations with the First Lien Noteholders concerning the terms of a consensual restructuring resulting in the Debtors’ pre-negotiated Debtors’ Plan (as defined herein) and commencement of these Chapter 11 Cases.

IV. EVENTS DURING THE CHAPTER 11 CASES

     On the Petition Date, the Debtors filed voluntary petitions for reorganization under the Bankruptcy Code in the Bankruptcy Court. The Debtors’ bankruptcy cases have been assigned to United States Bankruptcy Judge Mary F. Walrath and have been administratively consolidated under case number 09-10443 (MFW). The following is a brief description of certain major events that have occurred during the Chapter 11 Cases in connection with the consummation of the Plan.

A. PROCEDURAL MOTIONS

     On the Petition Date, the Debtors filed the Motion of the Debtors for an Order Directing Joint Administration of Related Chapter 11 Cases requesting procedural consolidation of these Chapter 11 Cases for ease of administration. The Bankruptcy Court approved the motion on February 12, 2009.

B. OTHER “FIRST-DAY” MOTIONS

     On the Petition Date, the Debtors filed a number of motions seeking typical “first-day” relief in their Chapter 11 Cases. The purpose of such motions was to ensure that the Debtors were able to transition into the chapter 11 process with as little disruption to their businesses as possible and to enable the Debtors’ businesses to function smoothly while the chapter 11 process is pending. Specifically, on the Petition Date, the Debtors filed “first-day” motions seeking authority to, among other relief, (i) pay prepetition wages and other benefits to their employees, (ii) honor prepetition customer obligations and continue customer programs, (iii) pay certain prepetition claims of shippers, warehousemen and other lien claimants, (iv) make payments to certain prepetition creditors that are vital to the Debtors’ uninterrupted operations, (v) continue use of their existing cash management system, bank accounts and business forms, (vi) make tax payments to federal, state and local taxing authorities on an uninterrupted basis, (vii) pay the prepetition commissions of the Debtors’ brokers and (viii) prohibit utility companies from discontinuing, altering or refusing service. A description of the relief requested in these motions is attached hereto as Exhibit D.

C. APPROVAL OF DEBTOR-IN-POSSESSION FINANCING

     In order to ensure sufficient liquidity to continue their operations while they restructure under chapter 11, through the Motion for Interim and Final Orders (I) Authorizing the Debtors to (A) Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 363(c), 363(e), 364(c), 364(d)(1), and 364(e); and (B) Utilize Cash Collateral of Prepetition Secured Parties; (II) Granting Adequate Protection to Prepetition Secured Parties; (III) Scheduling a Final

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Hearing Pursuant to Bankruptcy Rules 4001(b) and 4001(c); and (IV) Granting Related Relief (the “DIP Motion”), the Debtors requested authority to, among other things, obtain secured postpetition financing consisting of a multiple draw secured term loan facility in an aggregate principal amount not to exceed $75 million, utilize cash collateral of prepetition secured parties, and grant adequate protection to prepetition secured parties.

     After a hearing held on February 12, 2009, the Bankruptcy Court entered an order on February 13, 2009 approving the DIP Motion on an interim basis (the “Interim DIP Order”). Also on February 13, 2009, the Debtors entered into the Secured Super-Priority Debtor-In-Possession Multiple Draw Term Loan Agreement (as amended on March 20, 2009 and as may be subsequently amended or modified from time to time (the “DIP Facility Agreement”), by and among Pliant, as borrower, the subsidiaries of Pliant party thereto, as guarantors, The Bank of New York Mellon, as administrative agent, and the lenders from time to time party thereto (collectively, the “DIP Facility Lenders”). The DIP Facility Agreement provides for a facility in an aggregate amount of $75,000,000, consisting of (a) an initial draw upon the entry of the Interim DIP Order in an aggregate principal amount of $25,000,000 and (b) upon entry of the Final DIP Order (as defined below), up to three (3) additional drawings in the aggregate principal amount not to exceed $25,000,000 and, subject to the satisfaction of the Foreign Debt Draw Conditions (as defined therein), an additional drawing in an aggregate principal amount not to exceed $25,000,000 to repay the Foreign Debt (as defined and discussed in greater detail below). Once repaid, the loans incurred under the DIP Facility Agreement cannot be reborrowed.

     After a hearing held on March 20, 2009, the Bankruptcy Court entered an order approving the DIP Motion on a final basis (as may be amended or modified from time to time, the “Final DIP Order”). The Final DIP Order approved the DIP Facility Agreement on a final basis and authorized the Debtors on a final basis to use cash collateral. The Debtors’ obligations under the DIP Facility Agreement are secured by valid, binding, enforceable, perfected security interests and liens in substantially all assets of the Debtors, as well as super-priority administrative expense claims. In particular, pursuant to the terms of the Final DIP Order, the DIP Facility Lenders were granted (i) a first priority perfected lien on, and security interest in, all present and after acquired property of the Debtors not subject to a lien or security interest on the Petition Date, (ii) a junior perfected lien on, and security interest in, all property of the Debtors that was subject to a perfected lien or security interest on the Petition Date or subject to a lien or security interest in existence on the Petition Date that is perfected subsequent thereto as permitted by the Bankruptcy Code, other than the liens and security interests on property subject to priming liens pursuant to clause (iii), and (iii) a first priority, perfected senior priming lien on, and security interest in, all property of the Debtors that was subject to a perfected lien or security interest on the Petition Date, subject only to (a) the Carve-Out (as defined in the Final DIP Order), (b) the liens of Prepetition Working Capital Agent and Prepetition Working Capital Lenders in the Prepetition Working Capital First Priority Collateral and the Postpetition Working Capital First Priority Collateral and the liens of the Prepetition Fixed Asset Agent and the Prepetition Fixed Asset Lenders under the Prepetition Fixed Asset Credit Agreement¹¹ and

¹¹ The Final DIP Order provides that the liens and security interests granted in favor of the DIP Agent and DIP Facility Lenders with respect to the assets of Pliant Toronto shall be senior to the liens of the Prepetition Working Capital Agent, the Prepetition Working Capital Lenders, the Prepetition Fixed Asset Agent and the Prepetition Fixed Asset Lenders on such assets upon the repayment in full in cash of the

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(c) a valid perfected lien that is a “Customary Permitted Lien” (as defined in the DIP Facility Agreement) and expressly permitted in the DIP Facility Agreement to be senior to the DIP facility liens.

     As adequate protection for the use of cash collateral and the priming of their liens, the Final DIP Order granted (x) the Prepetition Working Capital Agent and Prepetition Working Capital Lenders replacement liens, superpriority administrative expense claims and current payment of cash interest at the default rate and of legal and financial advisory fees, (y) the First Lien Indenture Trustee, the First Lien Collateral Agent and the First Lien Noteholders replacement liens, superpriority administrative expense claims, current accrual of payment-in-kind interest at the default contract rate and current payment of legal and financial advisory fees and (z) the Second Lien Indenture Trustee and the Second Lien Noteholders replacement liens and superpriority administrative expense claims, each as more specifically set forth in the Final DIP Order.

D. FUNDING OF FOREIGN NON-DEBTOR SUBSIDIARIES

     In order to preserve their overall enterprise value and to avoid a significant disruption of worldwide business operations, the Debtors believed that it was necessary to advance funds to certain of their non-Debtor foreign subsidiaries and Pliant Corporation of Canada Ltd. to satisfy certain foreign debt obligations under the Prepetition Credit Facility, thereby preventing foreclosure on the assets of the non-Debtor foreign subsidiaries. Accordingly, through the Motion of the Debtors for an Order Pursuant to 11 U.S.C. §§ 105(a) and 363 Authorizing, but not Directing, the Debtors to Advance Funds to Certain Foreign Draw Subsidiaries (the “Foreign Draw Motion”), the Debtors requested authority to advance approximately $22,379,000 in cash to (i) Pliant Film Products GmbH, (ii) Pliant Corporation Pty Ltd., (iii) ASPEN Industrial S.A. de C.V., (iv) Jacinto Mexico, S.A. de C.V., (v) Pliant de Mexico, S.A. de C.V. and (vi) Pliant Corporation of Canada Ltd. (collectively, the “Foreign Draw Subsidiaries”).

     After a hearing held on March 20, 2009, the Bankruptcy Court entered an order granting the Foreign Draw Motion. On April 9, 2009, the Debtors repaid the obligations of the Foreign Draw Subsidiaries under the Prepetition Credit Facility.

E. RECOGNITION BY CANADIAN COURT

     The businesses and operations of the Canadian Debtors are integral to the overall businesses of the Debtors, and efforts to restructure the Debtors will necessarily involve the Canadian Debtors and be conducted on a global basis. In addition, the Canadian Debtors have integrated management and financing in common with all of the Debtors and share a number of key suppliers and creditors with the Debtors. As a result, on February 11, 2009, the Canadian Debtors obtained an initial order (the “Recognition Order”) from the Ontario Superior Court of Justice (the “Canadian Court”) recognizing their chapter 11 proceedings as “foreign proceedings” pursuant to Section 18.6 of the CCAA.

outstanding obligations of Pliant Toronto as borrower or guarantor under the Prepetition Working Capital Credit Agreement and the Prepetition Fixed Asset Credit Agreement. The aforementioned obligations of Pliant Toronto were repaid on April 9, 2009.

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     For various reasons, including the integrated management of the Canadian Debtors with the Debtors, as well as the role that Uniplast Industries Co. and Pliant Packaging of Canada, LLC play in the Debtors’ overall prepetition debt structure, these Chapter 11 Cases will function as the main proceedings with respect to these entities. Nonetheless, the Recognition Order serves several crucial functions. First, the Recognition Order provides for a stay of all actions, proceedings, and enforcement processes, or other rights and remedies (judicial or extra-judicial) that may be taken or exercised in Canada against any of the Canadian Debtors or their property. This includes the right of any claimant to commence or continue any seizure, attachment, realization or similar proceeding in Canada with respect to any claim or security interest, encumbrance, lien, charge, mortgage or other security held in relation to, or any trust attaching to, any of the Canadian Debtors’ property, except with prior leave of the Canadian Court. Further, all claimants having agreements or other arrangements with the Canadian Debtors in connection with any of the Canadian Debtors’ property, whether written or oral, are, among other things, restrained from accelerating, terminating, suspending, modifying or canceling such agreements or other arrangements or the rights of any of the Canadian Debtors thereunder or exercising any other remedy provided for under such agreements or arrangements, except with prior leave of the Canadian Court.

     Second, the Recognition Order provides a framework which allows certain orders of the Bankruptcy Court to be given full force and effect in the same manner and in all respects as if they had been made by the Canadian Court. For example, by order dated February 13, 2009 (the “First Day Recognition Order”), the Canadian Court recognized each of the various “first day” orders entered by the Bankruptcy Court (described above is Section IV.B), which orders are deemed to be in full force and effect in Canada in the same manner and in all respects as if they had been made by the Canadian Court. In particular, and as set forth more fully in the First Day Recognition Order, the Canadian Court authorized the Canadian Debtors to enter into that certain Guaranty Agreement (as defined in the DIP Facility Agreement) with respect to the DIP Facility Agreement (as defined in the DIP Financing Order) and to obtain funds from the United States Debtors where the United States Debtors may borrow from the DIP Lender (as defined in the DIP Financing Order) such monies from time to time as the United States Debtors may consider necessary or desirable under the DIP Facility Agreement on the terms and subject to the conditions set out in the DIP Credit Agreement.

     The First Day Recognition Order also authorized the Canadian Debtors to execute and deliver in favor of the DIP Lender any mortgages, charges, hypothecate, pledges, security or other documents (collectively the “DIP Loan Documents”) as may reasonably be required by the DIP Lender pursuant to the DIP Facility Agreement. The Canadian Debtors are also authorized pursuant to the First Day Recognition Order to execute and deliver in favor of the DIP Lender all such security as may be reasonably required by the DIP Lender pursuant to the DIP Facility Agreement, charging, and creating a security interest in, all of the existing and after-acquired assets, property and undertakings in Canada. The First Day Recognition Order also permits the DIP Lender to take such steps as it deems necessary or appropriate to register, record or perfect the DIP Loan Documents, notwithstanding the stay of proceedings granted pursuant to the Canadian Court’s order.

     In addition, the First Day Recognition Order granted in favor of the DIP Lenders, a court-ordered charge over all existing and after-acquired property of the Canadian Debtors (the

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     “DIP Charge”). The DIP Charge and the security granted in favor of the DIP Lenders contained in and constituted by the DIP Loan Documents and the DIP Facility Agreement have first priority over all of the existing and after-acquired property of the Canadian Debtors and any proceeds thereof and all other charges, encumbrances or security, subject to certain liens (including certain liens in favor of Holders of Prepetition Credit Facility Claims) or trusts and certain purchase money security interests. Any payments made by any of the Canadian Debtors to the DIP Lender pursuant thereto will not constitute fraudulent preferences, fraudulent conveyances, oppressive conduct, settlements or other challengeable or reviewable transactions under any applicable law.

     The Canadian Debtors will continue to remit, in accordance with Canadian legal requirements: (i) all monies required to be deducted from employees’ wages, including amounts in respect of the Canada Pension Plan, (ii) amounts accruing in respect of employer insurance, employer health taxes and any similar Canadian obligations with respect to employees and (iii) all applicable sales taxes payable by the Canadian Debtors or their customers.

     Pursuant to the Recognition Order, RSM Richter Inc. was appointed as information officer (the “Information Officer”) for the purpose of ensuring that the Canadian stakeholders and the Canadian Court are apprised of developments in the chapter 11 proceedings. The Information Officer is required to report to the Canadian Court at least once every three months outlining the status of the United States proceedings, the development of any process for dealing with claims and such other information as the Information Officer believes to be material.

F. PROFESSIONAL RETENTIONS

     1. Retention of Professionals by the Debtors’ Estates

     On February 23, 2009, the Debtors applied for an order authorizing the retention of Sidley Austin LLP (“Sidley”) as their general reorganization and bankruptcy counsel under section 327(a) of the Bankruptcy Code. The order approving Sidley’s retention was entered March 10, 2009.

     The Debtors also retained Young Conaway Stargatt and Taylor LLP (“Young Conaway”) as Delaware bankruptcy co-counsel in these Chapter 11 Cases, McMillan LLP (“McMillan”) as Canadian bankruptcy co-counsel and Sonnenschein Nath & Rosenthal LLP (“Sonnenschein”) as special corporate counsel. The applications to retain Young Conaway, McMillan and Sonnenschein were each filed February 23, 2009, and the retentions were approved by orders entered March 10, 2009. On that date, the Bankruptcy Court also entered an order authorizing the Debtors to employ various “ordinary course professionals” to assist them in operating their businesses.¹²

¹² On the Petition Date, the Debtors requested authority to employ Epiq as their claims and balloting agent. The order approving Epiq’s retention was entered February 13, 2009.

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     To further assist them in carrying out their duties as debtors-in-possession and to otherwise represent their interests in the Chapter 11 Cases, the Debtors also filed applications seeking to retain (i) Jefferies & Company, Inc. (“Jefferies”) as their investment bankers; (ii) Ernst & Young LLP as their auditor and tax advisor; (iii) Hewitt Associates LLC as their compensation consultant; and (iv) Deloitte as their bankruptcy administrative services provider. Orders were entered approving each of these retentions April 1, 2009.

     2. Apollo and Its Advisors

     Apollo is represented by Wachtell, Lipton, Rosen & Katz and Morris, Nichols, Arsht & Tunnel LLP. Apollo’s financial advisor is Barclays Capital Inc.

     3. The Official Committee of Unsecured Creditors and Its Advisors

     On February 24, 2009, the United States Trustee for the District of Delaware appointed an official committee of unsecured creditors (the “Committee”) comprising the following parties: The Bank of New York Mellon Trust Company, N.A., Total Petrochemicals USA, Inc., Ampacet Corporation, Sonoco Products Company and Univar USA Inc. In addition, Special Value Opportunities Fund, LLC and Wells Fargo Bank, N.A., Indenture Trustee were appointed to the Committee effective April 16, 2009.

     On March 13, 2009, the Committee applied for orders authorizing the retention of Lowenstein Sandler PC as counsel and Polsinelli Shughart PC as co-counsel. On that date, the Committee also filed an application seeking to employ Mesirow Financial Consulting LLC as its financial advisors. Orders were entered approving each of these retentions April 1, 2009.

     The Committee has also filed an application to retain Watson Wyatt Worldwide as their compensation consultant. An order was entered approving this retention May 13, 2009.

     4. Ad Hoc Committee of First Lien Noteholders

     Pursuant to the terms of the Final DIP Order and the Lockup Agreement (as defined herein), the Debtors are obligated to pay the reasonable fees and expenses of certain professional and legal advisors of the ad hoc committee of First Lien Noteholders (the “Ad Hoc Committee of First Lien Noteholders”). The Ad Hoc Committee of First Lien Noteholders currently consists of DDJ Capital Management, LLC, Eaton Vance Management, Troob Capital Management LLC, Watershed Asset Management LLC and Wayzata Investment Partners LLC.

     The Ad Hoc Committee of First Lien Noteholders is represented by Stroock & Stroock & Lavan LLP, Richards, Layton & Finger, P.A. and Goodmans LLP. The financial advisors for the Ad Hoc Committee of First Lien Noteholders are Houlihan, Lokey, Howard & Zukin.

     5. The Prepetition Credit Facility Administrative Agent and Its Advisors

     Pursuant to the terms of the Final DIP Order, the Debtors are obligated to pay the reasonable fees and expenses of certain professional and legal advisors of the Prepetition Credit Facility Administrative Agent. The Prepetition Credit Facility Administrative Agent is represented by Weil Gotshal & Manges LLP and Womble Carlyle Sandridge & Rice, PLLC. The

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financial advisor for the Prepetition Credit Facility Administrative Agent is FTI Consulting Global.

G. CASE ADMINISTRATION AND OTHER EVENTS DURING THE CHAPTER 11 CASES

     1. Schedules of Assets and Liabilities; Statements of Financial Affairs

     On March 23, 2009, the Debtors each filed their Schedules of Assets and Liabilities (the “Schedules”) and Statements of Financial Affairs (the “Statements”). Among other things, the Debtors’ Schedules contain information identifying the Debtors’ executory contracts and unexpired leases, the creditors holding claims against the Debtors and the nature of such claims. The Debtors’ Statements provide information including, among other things, payments or other transfers of property made by the Debtors to creditors on or within 90 days before the Petition Date or, in the case of “insiders,” payments or other transfers of property made by the Debtors on or within one year before the Petition Date.

     2. Proofs of Claim and Bar Date

     By order entered March 10, 2009, the Bankruptcy Court established May 5, 2009 (the “Bar Date”) as the final date for all persons and entities to file an original proof of claim for all Claims against the Debtors which arose, or are deemed to have arisen by virtue of Bankruptcy Code Section 501(d), prior to the Petition Date. As of the Bar Date, the filed and scheduled Claims against the Debtors totaled approximately $6 billion. However, the Debtors believe that many of the Claims filed in the Chapter 11 Cases are invalid, untimely, duplicative and/or overstated. The Debtors also believe that, following reconciliation of filed and scheduled Claims, the estimated Allowed Amount of Claims in each Class will be as set forth in the summary chart included in Section II.B. of this Disclosure Statement.

H. PLAN PROPOSALS DURING THE CHAPTER 11 CASES

     1. The Debtors’ Plan and Apollo’s Plan Proposal

     On the Petition Date, the Debtors filed a proposed chapter 11 plan of reorganization (as subsequently amended, the “Debtors’ Plan”) accompanied by a Disclosure Statement for the Debtors’ Plan (as subsequently amended, the “Debtors’ Disclosure Statement”). On the Petition Date, the Debtors also filed a Restructuring & Lockup Agreement (the “Lockup Agreement”) between the Debtors and certain First Lien Noteholders (as defined in the Lockup Agreement) to support the Debtors’ Plan. Under the Debtors’ Plan, as originally proposed, the entirety of the common equity in the Reorganized Debtors would be distributed to the First Lien Noteholders on account of their Claims, and Second Lien Noteholders and General Unsecured Creditors would receive warrants to purchase common stock of the Reorganized Debtor in certain circumstances.¹³

¹³ The Debtors subsequently revised their plan to provide, among other things, that unsecured creditors, including Second Lien Noteholders, would each receive a Pro Rata distribution of interests in a creditor trust that will hold: (a) 1.5% of the new common stock that would be issued under the Debtors’ Plan;

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     On March 17, 2009, Apollo presented the Debtors and the Committee with a nonbinding term sheet describing the structure of its proposal and, in a term sheet dated April 3, 2009, Apollo furnished additional details concerning its proposal, which was subsequently revised in May 2009.

     On May 6, 2009, the Committee filed a motion to terminate the Debtors’ exclusive periods to file a chapter 11 plan of reorganization and to solicit acceptances thereof. Apollo joined in that motion (the “Exclusivity Termination Motion”). Both the Debtors and Ad Hoc Committee of First Lien Noteholders objected to the Exclusivity Termination Motion.

     On June 1, 2009, Apollo presented the Debtors and the Committee with a further revised proposal, which included drafts of a disclosure statement, a plan, the indenture governing the New Senior Secured Notes, and the Intercompany Services Agreement. On June 4, 2009, Apollo filed these documents with the Court under seal. On June 9, 2009, Apollo filed additional documents under seal, including the Barclays Commitment Letter.

     On June 10, 2009, the Debtors filed a motion for an order extending the Debtors’ exclusive periods within which to file a chapter 11 plan (the “Exclusivity Extension Motion”). Both Apollo and the Committee objected to the Exclusivity Extension Motion.

     On June 29 and 30, 2009, the Bankruptcy Court held an evidentiary hearing on the Exclusivity Termination Motion and the Exclusivity Extension Motion. At the close of the hearing, the Bankruptcy Court ruled that the Debtors’ exclusive periods would be terminated. On July 2, 2009, the Bankruptcy Court entered orders granting the Exclusivity Termination Motion and denying the Exclusivity Extension Motion (the “Exclusivity Orders”). Apollo filed a disclosure statement and plan with the Bankruptcy Court on July 9, 2009. On July 17, 2009, the Debtors filed a motion for a stay pending appeal of the Exclusivity Orders and a request for certification of the Exclusivity Orders for direct appeal to the United States Court of Appeals for the Third Circuit.

     On July 31, 2009, the scheduled date for the Bankruptcy Court to hear motions to approve the Apollo disclosure statement and the Debtors’ disclosure statement, Apollo and the Ad Hoc Committee of First Lien Noteholders reached an agreement whereby the Ad Hoc Committee of First Lien Noteholders would support Apollo’s plan with agreed modifications and withdraw their objections. Apollo agreed to modify its proposal so as to provide the First Lien Noteholders the treatment set forth in the Plan and described elsewhere in the Disclosure Statement.

     2. Debtors and Ad Hoc Committee Support Plan.

     On August 13, 2009, the board of directors of Pliant met and resolved to support Apollo’s proposal and join as co-proponents with Apollo of the Plan. The members of the Ad

(b) warrants for the purchase of 7.5% of the number of shares of new common stock that would be issued under the Debtors’ Plan at an exercise price per share that reflects an aggregate market value of equity of $420 million with a term of eight years; and (c) warrants for the purchase of 12.5% of the number of shares of new common stock that would be issued under the Debtors’ Plan at an exercise price per share that reflects an aggregate market value of equity of $500 million with a term of eight years.

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Hoc Committee of First Lien Noteholders have also agreed to vote in favor of the Plan and support confirmation of the Plan.

     3. Official Committee Supports Plan

     The Official Committee of Unsecured Creditors was instrumental in making it possible for Apollo to bring forward the Plan, and supports confirmation of the Plan.

     4. Other Indications of Interest in Pliant

     In late February 2009, counsel to the Debtors received a letter from a law firm representing a public company (the “Interested Party”) purportedly interested in acquiring Pliant. Although the letter did not provide the terms of the acquisition, the letter indicated that the Interested Party believed it could provide superior recoveries to Pliant’s stakeholders to the recoveries set forth in the Debtors’ Plan at that time and requested due diligence in connection therewith.

     While the Interested Party executed a confidentiality agreement and was granted access to the dataroom, to date, the Debtors have not received a proposal, term sheet or summary of the terms of a potential transaction with the Interested Party.

I. Description of Exit Financing

     Pursuant to a Commitment Letter dated as of June 24, 2009 (the “Barclays Commitment Letter”), Barclays Capital has committed to provide the Exit Facility, a senior secured asset-backed revolving credit facility, to Reorganized Pliant. The Exit Facility will provide borrowing availability equal to the lesser of $175 million or the borrowing base, which is a function, among other things, of Reorganized Pliant’s and its guarantor subsidiaries’ accounts receivables and inventory. The borrowing base is, at any time of determination, an amount (net of reserves) equal to the sum of: up to 85% of the value of eligible accounts receivable plus the lesser of up to 85% of the net orderly liquidation value of eligible inventory and up to 65% of the cost of eligible inventory. The Exit Facility includes borrowing capacity available for letters of credit and for borrowings on same-day notice, referred to as swingline loans, and matures on the third anniversary of the closing date.

     Amounts outstanding under the Exit Facility will bear interest at a rate equal to, at Reorganized Pliant’s option, a base rate plus 3.50% per annum or an adjusted LIBOR rate plus 4.50% per annum. Reorganized Pliant will also be required to pay a commitment fee to the lenders under the Exit Facility in respect of the unutilized commitments thereunder at a rate equal to 1.00% per annum and a customary letter of credit fees and agency fees.

     Reorganized Pliant’s obligations under the Exit Facility will be guaranteed by certain of Reorganized Pliant’s subsidiaries and will be secured by a first-priority security interest in Reorganized Pliant’s and its guarantor subsidiaries’ accounts receivable and other rights to payment (including with respect to the Berry Assets), inventory (including with respect to the Berry Assets), all documents, instruments and general intangibles (including intellectual property) relating to accounts receivable and inventory, deposit accounts, cash and cash equivalents (including with respect to the Berry Assets), all of the equity interests held by

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Reorganized Pliant and its guarantor subsidiaries (provided that such pledge will not include the equity interests of any foreign subsidiary other than a pledge of 65% of the equity interests of each first-tier foreign subsidiary of Reorganized Pliant and each such guarantor subsidiary) and all products and proceeds of the foregoing, and a second priority security interest in substantially all of Reorganized Pliant’s and its guarantor subsidiaries’ other assets, subject to certain customary exceptions and carveouts. The Exit Facility will contain a number of customary covenants and is subject to customary closing conditions, including a requirement that after giving effect to all borrowings incurred under the Exit Facility on the closing date, there shall be at least $35.0 million of remaining availability under the Exit Facility.

V. THE PLAN OF REORGANIZATION

A. GENERAL

     The confirmation requirements of section 1129(a) of the Bankruptcy Code must be satisfied separately with respect to each Debtor. Therefore, notwithstanding the combination of the separate plans of reorganization of all Debtors in the Plan for purposes of, among other things, economy and efficiency, the Plan shall be deemed a separate chapter 11 plan for each such Debtor.

     THE FOLLOWING SECTIONS SUMMARIZE CERTAIN KEY INFORMATION CONTAINED IN THE PLAN. THIS SUMMARY REFERS TO, AND IS QUALIFIED IN ITS ENTIRETY BY, REFERENCE TO THE PLAN, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A. THE TERMS OF THE PLAN WILL GOVERN IN THE EVENT ANY INCONSISTENCY ARISES BETWEEN THIS SUMMARY AND THE PLAN. THE COURT HAS NOT YET CONFIRMED THE PLAN DESCRIBED IN THIS DISCLOSURE STATEMENT. IN OTHER WORDS, THE TERMS OF THE PLAN DO NOT YET BIND ANY PERSON OR ENTITY. IF THE BANKRUPTCY COURT DOES CONFIRM THE PLAN, HOWEVER, THEN IT WILL BIND ALL CLAIM AND INTEREST HOLDERS.

     CAPITALIZED TERMS USED IN THE DISCLOSURE STATEMENT THAT ARE NOT OTHERWISE DEFINED IN THIS DISCLOSURE STATEMENT SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE PLAN. THE TERMS INCLUDE AND INCLUDING SHALL MEAN “INCLUDING, WITHOUT LIMITATION.”

B. CLASSIFICATION AND ALLOWANCE OF CLAIMS & EQUITY INTERESTS GENERALLY

     Section 1123 of the Bankruptcy Code provides that, except for administrative expense claims and priority tax claims, a plan of reorganization must categorize claims against and equity interests in a debtor into individual classes. Although the Bankruptcy Code gives a plan proponent significant flexibility in classifying claims and interests, section 1122 of the Bankruptcy Code dictates that a plan of reorganization may only place a claim or an equity interest into a class containing claims or equity interests that are substantially similar.

     The Plan creates numerous “Classes” of Claims and Interests. These Classes take into account the differing nature and priority of Claims against and Interests in the Debtors. Administrative Expense Claims, DIP Facility Claims and Priority Tax Claims are not classified

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for purposes of voting or receiving distributions under the Plan, but are treated separately as unclassified Claims.

     The Plan provides specific treatment for each Class of Claims and Interests. Only Holders of Allowed Claims are entitled to vote on and receive distributions under the Plan.

     Unless otherwise provided in the Plan or the Confirmation Order, the treatment of any Claim or Interest under the Plan will be in full satisfaction, settlement, release and discharge of, and in exchange for, such Claim or Interest.

C. PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS, DIP FACILITY CLAIMS AND PRIORITY TAX CLAIMS

     1. Administrative Expense Claims

     Administrative Expense Claims are Claims for costs and expenses of administration of the Chapter 11 Cases that are Allowed under sections 328, 330, 363, 364(c)(1), 365, 503(b) and 507(a)(2) of the Bankruptcy Code, including, without limitation, (a) any actual and necessary costs and expenses of preserving the Debtors’ Estates and operating the businesses of the Debtors (such as wages, salaries and commissions for services and payments for inventory, leased equipment and premises) and Claims of governmental units for taxes (including tax audit Claims) related to tax years commencing after the Petition Date, but excluding Claims related to tax periods, or portions thereof, ending on or before the Petition Date; (b) all compensation for legal, financial, advisory, accounting and other services and reimbursement of expenses Allowed by the Bankruptcy Court; (c) all Official Committee Advisor Claims; (d) all Ad Hoc Committee Advisor Claims without any requirement for filing fee applications in the Chapter 11 Cases; (e) any indebtedness or obligations incurred or assumed by the Debtors during the Chapter 11 Cases; (f) any payment to be made under the Plan or otherwise to cure a default on an assumed executory contract or unexpired lease; (g) all First Lien Notes Indenture Trustee Claims, Second Lien Notes Indenture Trustee Claims and Senior Subordinated Notes Indenture Trustee Claims, without any requirement for filing fee applications in the Chapter 11 Cases; (h) Claims for out-of-pocket expenses incurred by members of the Official Committee (excluding any fees or expenses for legal or financial advisors except as otherwise provided herein); (i) Claims for out-of-pocket expenses incurred by members of the Ad Hoc Committee of First Lien Noteholders (excluding any fees or expenses for legal or financial advisors except as otherwise provided herein); and (j) all fees and expenses incurred by the Information Officer which are subject to a super-priority charge granted by order of the Canadian Court. All fees and charges assessed against the Debtors’ Estates under section 1930, chapter 123, of title 28 of the United States Code are excluded from the definition of Administrative Expense Claim and shall be paid in accordance with Section 12.10 of the Plan.

     The Bankruptcy Code does not require that administrative expense claims be classified under a plan. It does, however, require that allowed administrative expense claims be paid in full in cash in order for a plan to be confirmed, unless the holder of such claim consents to different treatment.

     Pursuant to the Plan, each Holder of an Allowed Administrative Expense Claim will receive payment in full in Cash of the unpaid portion of such Allowed Administrative Expense

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Claim: (i) in the case of the Ad Hoc Committee Advisors, payment in the ordinary course of business (without the requirement to file a fee application with the Bankruptcy Court), but no later than the Effective Date, of the Ad Hoc Committee Advisor Claims; (ii) in the case of other professional advisors, subject to the provisions of sections 328, 330, 331 and 503(b) of the Bankruptcy Code and the Interim Compensation Order, as soon as practicable after Bankruptcy Court approval thereof; (iii) in the cases of the Indenture Trustees, (A) payment in the ordinary course of business (subject to the Proponents’ prior receipt of invoices and reasonable and customary documentation in connection therewith and without the requirement to File a fee application with the Bankruptcy Court) but no later than the Effective Date, of the First Lien Notes Indenture Trustee Claims, the Second Lien Notes Indenture Trustee Claims and the Senior Subordinated Notes Indenture Trustee Claims, as applicable, provided, that such fees, costs and expenses are reimbursable under the terms of the applicable Indenture, and (B) payment in the ordinary course of business (subject to the Proponents’ prior receipt of invoices and reasonable documentation in connection therewith) of all reasonable fees, costs and expenses incurred by the Indenture Trustees after the Effective Date in connection with the distributions required pursuant to Sections 5.3 and 5.8 of the Plan or the implementation of any provisions of the Plan; and (iv) with respect to each other Allowed Administrative Expense Claim, at the later to occur of: (1) on the Effective Date, (2) on the date upon which such Administrative Expense Claim becomes an Allowed Claim, (3) in the ordinary course of business as such claims become due; provided, however, that Administrative Expense Claims not yet due or that represent obligations incurred by the Debtors in the ordinary course of their business during these Chapter 11 Cases, or assumed by the Debtors during these Chapter 11 Cases, shall be paid or performed when due in the ordinary course of business and in accordance with the terms and conditions of the particular agreements governing such obligations, or (4) on such other date as may be agreed upon between the Holder of such Allowed Administrative Expense Claim and the Debtors with Apollo Consent. In the event that the Reorganized Debtors are unable to resolve a dispute with respect to an Indenture Trustee fee claim, the Indenture Trustee may, in its sole discretion, elect to (i) submit any such dispute to the Bankruptcy Court for resolution or (ii) to the extent entitled to do so under the terms of the relevant agreements and applicable law, assert any of its Charging Lien to obtain payment of such disputed amount. Notwithstanding the foregoing and anything contained in the Plan, nothing herein shall impair, waive, extinguish or negatively impact the Charging Lien.

     As set forth above in Section II.B., the Debtors have estimated that the Allowed amount of Administrative Expense Claims as of their emergence from chapter 11 will be approximately $18.8 million.

     2. DIP Facility Claims

     DIP Facility Claims are all Claims held by the DIP Facility Agent and the DIP Facility Lenders pursuant to the DIP Facility Agreement and the Final DIP Order.

     Pursuant to the Plan, on the Effective Date, all Allowed DIP Facility Claims shall be paid in full in Cash from the Exit Facility, and the Commitments (as defined in the DIP Facility Agreement) under the DIP Facility Agreement shall be cancelled. Notwithstanding anything to the contrary in the Plan, the Liens and security interests securing the DIP Facility Claims shall continue in full force and effect until the DIP Facility Claims have been paid in full in Cash.

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     3. Priority Tax Claims

     Priority Tax Claims are Allowed Claims of a governmental unit of the kind entitled to priority in payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.

     The taxes entitled to priority are (a) taxes on income or gross receipts that meet the requirements of section 507(a)(8)(A), (b) property taxes meeting the requirements of section 507(a)(8)(B), (c) taxes that were required to be collected or withheld by the Debtors and for which the Debtors are liable in any capacity as described in section 507(a)(8)(C), (d) employment taxes on wages, salaries or commissions that are entitled to priority pursuant to section 507(a)(4), to the extent such taxes also meet the requirements of section 507(a)(8)(D), (e) excise taxes of the kind specified in section 507(a)(8)(E), (f) customs duties arising out of the importation of merchandise that meet the requirements of section 507(a)(8)(F) and (g) prepetition penalties relating to any of the foregoing taxes to the extent such penalties are in compensation for actual pecuniary loss as provided in section 507(a)(8)(G).

     The Bankruptcy Code does not require that priority tax claims be classified under a plan. It does, however, require that such claims receive the treatment described below in order for a plan to be confirmed unless the holder of such claims consents to different treatment.

     Pursuant to the Plan, on or as soon as reasonably practicable after (i) the Effective Date if a Priority Tax Claim is an Allowed Priority Tax Claim or (ii) the date on which a Priority Tax Claim becomes an Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax Claim shall receive in full satisfaction, settlement and release of and in exchange for such Allowed Priority Tax Claim, at the election of the Debtors: (A) Cash equal to the amount of such Allowed Priority Tax Claim; (B) such other treatment as to which the Debtors, with Apollo Consent, or the Reorganized Debtors and the Holder of such Allowed Priority Tax Claims shall have agreed upon in writing; or (C) such Claim will be otherwise treated in any other manner such that it will not be Impaired; provided, however, that any Allowed Priority Tax Claim not due and owing on the Effective Date will be paid when such Claim becomes due and owing.

D. NON-SUBSTANTIVE CONSOLIDATION AND CLASSIFICATION OF CLAIMS

     The Plan is a joint plan that does not provide for substantive consolidation of the Debtors’ estates, and on the Effective Date, the Debtors’ estates shall not be deemed to be substantively consolidated for purposes thereof. Except as specifically set forth in the Plan, nothing in the Plan or the Disclosure Statement shall constitute or be deemed to constitute an admission that any one of the Debtors is subject to or liable for any claim against any other Debtor.

     Additionally, claimants holding Claims against multiple Debtors, to the extent Allowed in each Debtor’s case, will be treated as a separate claim against each Debtor’s estate, provided, however, that no Holder shall be entitled to received more than payment in full of its Allowed Claim (plus postpetition interest, if and to the extent provided in the Plan), and such Claims will be administered and treated in the manner provided in the Plan.

     The categories of Claims and Interests listed below, which exclude Administrative Expense Claims, DIP Facility Claims and Priority Tax Claims in accordance with section

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1123(a)(1) of the Bankruptcy Code, are classified for all purposes, including voting, confirmation, and distribution pursuant to the Plan, as follows:

Class	Designation	Treatment	Entitled to Vote
Class 1	Priority Non-Tax Claims	Unimpaired	No (deemed to accept)
Class 2	Other Secured Claims	Unimpaired	No (deemed to accept)
Class 3	Prepetition Credit Facility Claims	Unimpaired	No (deemed to accept)
Class 4	First Lien Notes Claims	Impaired	Yes
Class 5	Second Lien Notes Claims	Impaired	Yes
Class 6	General Unsecured Claims	Impaired	Yes
Class 7	Senior Subordinated Notes Claims	Impaired	No (deemed to reject)
Class 8	Small Claims	Unimpaired	No (deemed to accept)
Class 9	Intercompany Claims	Unimpaired	No (deemed to accept)
Class 10	Section 510(b) Claims	Impaired	No (deemed to reject)
Class 11	Pliant Preferred Stock Interests	Impaired	No (deemed to reject)
Class 12	Pliant Outstanding Common Stock Interests	Impaired	No (deemed to reject)
Class 13	Subsidiary Interests	Unimpaired	No (deemed to accept)

E. PROVISIONS FOR TREATMENT OF CLAIMS AND INTERESTS

     The classification and treatment of Claims against and Interests in the various Debtors are set forth in detail in Article III of the Plan. A summary of that treatment is provided below.

     1. Priority Non-Tax Claims (Class 1)

     Priority Non-Tax Claims are Claims other than Administrative Expense Claims or Priority Tax Claims, entitled to priority in payment as specified in section 507(a) of the Bankruptcy Code.

     Pursuant to the Plan, each Holder of an Allowed Priority Non-Tax Claim shall have its Claim Reinstated.

     2. Other Secured Claims (Class 2)

     Other Secured Claims are Claims other than Administrative Expense Claims, DIP Credit Facility Claims, Prepetition Facility Claims and First Lien Notes Claims that are secured by a lien on property in which a Debtor’s Estate has an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim holder’s interest in the applicable Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or, in the case of the setoff, pursuant to section 553 of the Bankruptcy Code.

     Pursuant to the Plan, each Holder of an Allowed Other Secured Claim shall have its Claim Reinstated.

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     3. Prepetition Credit Facility Claims (Class 3)

     Prepetition Credit Facility Claims are Claims arising under or evidenced by the Prepetition Credit Facility and related documents, or the Final DIP Order.

     Pursuant to the Plan, Allowed Prepetition Credit Facility Claims shall be paid in full in Cash on the Effective Date from the proceeds of the Exit Facility (to the extent unpaid prior to the Effective Date pursuant to the terms of the Final DIP Order or otherwise), including, without limitation, all unpaid interest accrued at the contract default rate and any unpaid professional fees and reasonable expenses, as provided for in the Prepetition Credit Facility; provided, however, that, as set forth in the Final DIP Order, payment of unpaid interest accrued at the contract default rate shall be subject in all respects to the rights of the Debtors, the Committee and any other party-in-interest to challenge the payment of such interest subject to section 506 of the Bankruptcy Code. In addition, on the Effective Date, any unexpired letters of credit outstanding under the Prepetition Credit Facility shall be either (i) returned to the Prepetition Credit Facility Administrative Agent undrawn and marked canceled, (ii) collateralized with Cash in an amount equal to 105% of the Face Amount thereof or (iii) collateralized with back-to-back letters of credit from an issuer reasonably satisfactory to the Prepetition Credit Facility Administrative Agent in an amount equal to 105% of the Face Amount thereof.

     4. First Lien Notes Claims (Class 4)

     First Lien Notes Claims are $393.8 million in Claims (other than the First Lien Notes Indenture Trustee Claims) arising under or evidenced by the First Lien Notes, the First Lien Notes Indenture and related documents.

     The First Lien Notes Claims shall be deemed Allowed in full as of the Effective Date and, for avoidance of doubt, shall not be subject to any avoidance, reductions, setoff, offset, recharacterization, subordination (whether equitable, contractual or otherwise), counterclaim, cross-claim, defense, disallowance, impairment, objection or any challenges under any applicable law or regulation by any person, in aggregate amount equal to $393.8 million. Each Holder of an Allowed First Lien Notes Claim shall receive in full and complete settlement, release and discharge of such Claim (including any Administrative Expense Claim asserted by such Holder under the terms of the Final DIP Order or otherwise) its Pro Rata share of (i) $100.0 million in Cash and (ii) $250.0 million of New Senior Secured Notes.

     On the Effective Date, all First Lien Notes Claims arising under any guaranty provided by any Subsidiary Debtor shall be released, extinguished and discharged. In consideration of the treatment afforded to Holders of First Lien Notes Claims as set forth herein, all First Lien Notes Claims arising under guaranty agreements shall receive no additional distribution under the Plan on account of any such guaranty claims.

     5. Second Lien Notes Claims (Class 5)

     Second Lien Notes Claims are $262.4 million in Claims (other than the Second Lien Notes Indenture Trustee Claims) arising under or evidenced by the Second Lien Notes, the Second Lien Notes Indenture and related documents.

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     Claims in Class 5 shall be deemed Allowed as of the Effective Date in the aggregate amount equal to the outstanding principal of the Second Lien Notes plus the outstanding interest accrued thereon prior to the Petition Date. Except as otherwise provided in the Plan, each Holder of an Allowed Second Lien Notes Claim shall receive, in full and complete settlement, release and discharge of such Claim (including any Administrative Expense Claim asserted by such Holder under the terms of Final DIP Order), on the Distribution Date, in respect of each $1,000 of Allowed Second Lien Notes Claims, at the Holder’s option, either (a) $87.50 in Cash and $87.50 in liquidation preference of New Preferred Stock, if such Holder elects to receive Cash and New Preferred Stock or if no election is made by a Holder on the Ballot or (b) a Pro Rata share of the Rights Allocation if such Holders elect to receive Rights.

     On the Effective Date, all Second Lien Notes Claims arising under any guaranty provided by any Subsidiary Debtor shall be released, extinguished and discharged. In consideration of the treatment afforded to Holders of Second Lien Notes Claims as set forth herein, all Second Lien Notes Claims arising under guaranty agreements shall receive no additional distribution under the Plan on account of any such guaranty claims.

     6. General Unsecured Claims (Class 6)

     Unsecured Claims are, collectively, all Claims against the Debtors that do not constitute Administrative Expense Claims, DIP Facility Claims, Priority Tax Claims, Priority Non-Tax Claims, Other Secured Claims, Prepetition Credit Facility Claims, First Lien Notes Claims, Second Lien Notes Claims, Senior Subordinated Notes Claims, Intercompany Claims, Section 510(b) Claims or Small Claims. Unsecured Claims do not include Claims that are disallowed or released, whether by operation of law or pursuant to order of the Bankruptcy Court, written release or settlement, the provisions of the Plan or otherwise.

     Except as otherwise provided in the Plan, each Holder of an Allowed General Unsecured Claim shall receive, in full satisfaction, settlement and release of and in exchange for such Allowed General Unsecured Claim, on or as soon as reasonably practicable after the latest of (i) the Distribution Date, (ii) the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim or (iii) the date on which such General Unsecured Claim becomes due and payable pursuant to any agreement for which Apollo Consent has been received, between a Debtor and a Holder of an Allowed General Unsecured Claim, an amount in Cash equal to $0.175 in respect of each dollar of such Allowed General Unsecured Claim from the proceeds of the Rights Offering.

     7. Senior Subordinated Notes Claims (Class 7)

     Senior Subordinated Notes Claims are Claims arising under or evidenced by the Senior Subordinated Notes Indenture and related documents, other than the Claims of the Senior Subordinated Notes Indenture Trustee.

     Pursuant to the Plan, on the Effective Date, all Senior Subordinated Notes Claims shall be extinguished and shall not receive or retain any property under the Plan on account of such Senior Subordinated Notes Claims.

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     On the Effective Date, all Senior Subordinated Notes Claims arising under any guaranty provided by any Subsidiary Debtor shall be released, extinguished and discharged. All Senior Subordinated Notes Claims arising under guaranty agreements shall receive no distribution under the Plan on account of any such guaranty claims.

     8. Small Claims (Class 8)

     A Small Claim is any Claim against the Debtors that is not an Administrative Expense Claim, a DIP Facility Claim, a Priority Tax Claim, a Priority Non-Tax Claim, an Other Secured Claim, a Prepetition Credit Facility Claim, a First Lien Notes Claim, a Second Lien Notes Claim, a Senior Subordinated Notes Claim, an Intercompany Claim or a Section 510(b) Claim, is of an amount that is (i) in an amount equal to or less than $3,000 or (ii) in an amount that has been reduced to $3,000 pursuant to a Small Claims Class Election made by the Holder of such Claim, and has not been disallowed or released, whether by operation of law or pursuant to order of the Bankruptcy Court, written release or settlement, the provisions of the Plan or otherwise.

     Pursuant to the Plan, each Holder of Allowed Small Claims shall receive in full satisfaction, settlement and release of and in exchange for such Allowed Small Claim, Cash in an amount equal to the Face Amount of such Small Claim, or as soon as reasonably practicable, after the latest of (i) the Distribution Date, (ii) the date on which such Small Claim becomes an Allowed Small Claim or the (iii) the date on which such Small Claim becomes due and payable pursuant to any agreement between a Debtor and a Holder of a Small Claim.

     9. Intercompany Claims (Class 9)

     Intercompany Claims are pre-Petition Date Claims against any of the Debtors held by a Debtor or a Non-Debtor Affiliate.

     Pursuant to the terms of the Plan, on the Effective Date, at the option of the Reorganized Debtors, all Intercompany Claims shall either be (i) Reinstated, in full or in part, or (ii) discharged and extinguished, in full or in part, in which case such discharged and extinguished portion shall be eliminated and the Holders thereof shall not be entitled to, and shall not receive or retain, any property or interest on account of such portion under the Plan; provided, however, that prior to such discharge and extinguishment such Intercompany Claims may be contributed to capital, transferred, set off or subject to any other arrangement at the option of the Reorganized Debtors. Any and all Intercompany Claims, or portions thereof, being extinguished and, to the extent, if any, such Claims are being contributed to capital or treated in another manner as permitted herein, are set forth in Exhibit 3.2(i) to the Plan, to be Filed with the Plan Supplement.

     10. Section 510(b) Claims (Class 10)

     Section 510(b) Claims are Claims against any Debtor that are subordinated, or subject to subordination, pursuant to section 510(b) of the Bankruptcy Code, including Claims arising from rescission of a purchase or sale of a security of a Debtor or an affiliate of a Debtor, for damages arising from the purchase or sale of such a security, or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such Claim.

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     Pursuant to the Plan, on the Effective Date, all Section 510(b) Claims shall be extinguished and no Holder thereof shall receive or retain any property under the Plan on account of such Section 510(b) Claim.

     11. Pliant Preferred Stock Interests (Class 11)

     Pliant Preferred Stock Interests are any Claims or Interests attributable to ownership of shares of Series AA Preferred Stock or Series M Preferred Stock, or any other series of preferred stock issued by the Company.

     Pursuant to the Plan, each Holder of a Preferred Stock Interest shall have its Interest cancelled, annulled and extinguished on the Effective Date, and the Holders of Pliant Preferred Stock Interests shall not receive or retain any property under the Plan on account of such Pliant Preferred Stock Interests.

     12. Pliant Outstanding Common Stock Interests (Class 12)

     Pliant Outstanding Common Stock Interests are any Claims or Interests attributable to ownership of Pliant Outstanding Common Stock and all other unissued or authorized shares of Pliant’s common stock as of the Petition Date, whether or not transferable, and all options or rights of any kind or nature providing for or otherwise evidencing ownership interests in Pliant (whether known or unknown, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed), or any right of any kind or nature (contractual, legal, equitable or otherwise) to purchase or acquire any such Pliant Outstanding Common Stock at any time and all rights arising with respect thereto.

     Pursuant to the Plan, each Holder of a Pliant Outstanding Common Stock Interest shall have its Interest cancelled, annulled and extinguished on the Effective Date, and the Holders of Pliant Outstanding Common Stock Interests shall not receive or retain any property under the Plan on account of such Pliant Outstanding Common Stock Interests.

     13. Subsidiary Interests (Class 13)

     Subsidiary Interests are, collectively, all of the issued and outstanding shares of stock or membership interests of the Subsidiary Debtors, existing prior to the Effective Date, which stock and interests are owned, directly or indirectly, by Pliant.

     Pursuant to the Plan, Reorganized Pliant and the other Reorganized Debtors shall retain their Subsidiary Interests.

F. IDENTIFICATION OF CLASSES OF CLAIMS AND INTERESTS THAT ARE IMPAIRED; ACCEPTANCE OR REJECTION OF THE PLAN

     1. Holders of Claims Entitled to Vote

     Under section 1124 of the Bankruptcy Code, a class of claims or equity interests is deemed to be “impaired” under a plan unless (1) the plan leaves unaltered the legal, equitable and contractual rights to which such claim or equity interest entitles the holder thereof or

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(2) notwithstanding any legal right to an accelerated payment of such claim or equity interest, the plan (a) cures all existing defaults (other than defaults resulting from the occurrence of events of bankruptcy or defaults of a kind that does not require cure), (b) reinstates the maturity of such claim or equity interest as it existed before the default, (c) compensates the holder of such claim or equity interest for any damages from such holder’s reasonable reliance on such legal right to an accelerated payment, (d) if such claim or such interest arises from a failure to perform nonmonetary obligations, other than a default arising from a failure to operate a nonresidential real property lease, compensates the holder of such claim or such interest (other than the debtor or an insider) for any actual pecuniary loss incurred by such holder as a result of such failure and (e) does not otherwise alter the legal, equitable or contractual rights to which such claim or equity interest entitles the holder of such claim or equity interest.

     Classes 1, 2, 3, 8, 9 and 13 are Unimpaired by the Plan. Under section 1126(f) of the Bankruptcy Code, Holders of such Claims are conclusively presumed to accept the Plan, and thus the votes of the Holders of such Claims will not be solicited.

     Classes 7, 10, 11 and 12 are Impaired by the Plan, and Holders of Claims and Interests in Classes 7, 10, 11 and 12 will not receive or retain any property under the Plan on account of such Claims or Interests. Under section 1126(g) of the Bankruptcy Code, Holders of such Claims and Interests are conclusively presumed to reject the Plan, and thus the votes of the Holders of such Claims and Interests will not be solicited.

     Accordingly, only the votes of Holders of Claims in Classes 4, 5 and 6 will be solicited with respect to the Plan.

     2. Acceptance by an Impaired Class

     In accordance with section 1126(c) of the Bankruptcy Code and except as provided in section 1126(e) of the Bankruptcy Code, an Impaired Class of Claims shall have accepted the Plan if the Plan is accepted by the Holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims of such Class that have timely and properly voted to accept or reject the Plan. In accordance with section 1126(d) of the Bankruptcy Code and except as provided in section 1126(e) of the Bankruptcy Code, an Impaired Class of Interests shall have accepted the Plan if the Plan is accepted by Holders of at least two-thirds (2/3) in amount of Allowed Interests of such Class that have timely and properly voted to accept or reject the Plan.

     3. Nonconsensual Confirmation

     With respect to Impaired Classes of Claims and Interests that are deemed to reject the Plan (Classes 7, 10, 11 and 12) the Proponents shall, and with respect to any other Class of Claims or Interests that votes to reject the Plan the Proponents may, request that the Bankruptcy Court confirm the Plan pursuant to section 1129(b) of the Bankruptcy Code. Section 1129(b) of the Bankruptcy Code provides that a plan can be confirmed at the request of the Proponents even if the plan is not accepted by all impaired classes, as long as at least one impaired class of claims has accepted the plan and the plan “does not discriminate unfairly” and is “fair and equitable” as to each impaired class that has not accepted the plan.

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     A plan does not discriminate unfairly as to a non-accepting class within the meaning of section 1129(b) of the Bankruptcy Code if the plan provides a treatment to such class that is substantially equivalent to the treatment that is provided to other classes of equal rank. In determining whether a plan discriminates unfairly, courts will take into account a number of factors. Accordingly, a plan may treat two classes of equal rank differently without unfair discrimination as to either class. A plan is fair and equitable within the meaning of the Bankruptcy Code as to a non-accepting class of unsecured claims if the plan provides that holders within the non-accepting class will receive or retain property at least equal to the value of their claims, or no holder of a claim or interest that is junior to the claims of such class will receive or retain any property on account of such junior claim or interest. Similarly, a plan is fair and equitable within the meaning of the Bankruptcy Code as to a non-accepting class of interests if the class receives or retains property equal to the value of its interest, or no junior interest receives or retains any property under the plan on account of such interest. The Proponents believe that the Plan does not discriminate unfairly, and is fair and equitable, under section 1129(b) of the Bankruptcy Code with respect to the Impaired Classes of Claims and Interests that are deemed to reject the Plan.

G. MEANS OF IMPLEMENTATION

     1. Reorganized Pliant Securities

          (a) Issuance of Reorganized Pliant Common Stock. On the Distribution Date, Reorganized Pliant shall issue shares of New Common Stock to (i) Berry or its designated subsidiary(ies), (ii) Apollo or its designated affiliate(s) (either as a result of the exercise of Rights pursuant to the Rights Offering or pursuant to the Backstop Commitment Agreement, as applicable) and (iii) each Holder of Second Lien Notes Claims that elected to receive its Pro Rata share of the Rights Allocation that exercises its Rights, in each case, pursuant to the Plan The New Common Stock shall initially not be registered under the Securities Act of 1933, as amended, and shall not be listed for public trading on any securities exchange, but the Holders of the New Common Stock shall have certain registration rights pursuant to the Reorganized Pliant Shareholders Agreement described in clause (e) of this subsection G.1. Distribution of such New Common Stock shall be made by delivery of one or more certificates representing such shares as described herein or made by means of book-entry exchange through the facilities of the DTC in accordance with the customary practices of the DTC, as and to the extent practicable, as provided in Section 6.5 of the Plan. The Certificate of Incorporation, substantially in the form of Exhibit 5.2(a)(1) to the Plan, to be filed with the Plan Supplement, sets forth the rights and preferences of the New Common Stock.

          (b) Issuance of Reorganized Pliant Preferred Stock. On the Distribution Date, Reorganized Pliant shall issue shares of New Preferred Stock to Holders of Second Lien Notes Claims who elect not to receive Rights pursuant to the Plan or make no election with respect to the Rights Offering. The New Preferred Stock will not be registered under the Securities Act of 1933, as amended, and shall not be listed for public trading on any securities exchange. Distribution of such New Preferred Stock shall be made by delivery of one or more certificates representing such shares as described herein or made by means of book-entry exchange through the facilities of the DTC in accordance with the customary practices of the DTC, as and to the extent practicable, as provided in Section 6.5 of the Plan. The Certificate of Designations,

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substantially in the form of Exhibit 5.2(b) to the Plan sets forth the rights and preferences of the New Preferred Stock.

          (c) Issuance of New Senior Secured Notes. On the Distribution Date, Reorganized Pliant shall issue New Senior Secured Notes to Holders of First Lien Notes Claims pursuant to the Plan. The New Senior Secured Notes initially will not be registered under the Securities Act of 1933, as amended, and shall not be listed for public trading on any securities exchange. The holders of the New Senior Secured Notes shall have certain registration rights pursuant to a registration rights agreement with Reorganized Pliant, the terms of which will be disclosed in an Exhibit to the Plan to be filed three (3) Business Days prior to the objection deadline established with respect to the Disclosure Statement. On the Effective Date, Reorganized Pliant and all of the holders of New Senior Secured Notes shall enter into the New Senior Secured Note Registration Rights Agreement substantially in the form set forth in Exhibit 5.2(c) to the Plan, without the need for execution by any party thereto other than Reorganized Pliant. The New Senior Secured Note Registration Rights Agreement shall be binding on all parties receiving or subscribing for, and all holders of, New Senior Secured Notes regardless of whether such parties execute the New Senior Secured Note Registration Rights Agreement. Distribution of such New Senior Secured Notes shall be made by delivery of one or more certificates representing such securities as described herein or made by means of book-entry exchange through the facilities of the DTC in accordance with the customary practices of the DTC, as and to the extent practicable, as provided in Section 6.5 of the Plan.

          Contribution of Berry Assets and Entrance into Intercompany Services Agreement. On the Effective Date, Reorganized Pliant and Berry shall enter into the Intercompany Services Agreement, substantially in the form set forth in Exhibit 5.2(d) to the Plan, and Berry shall contribute, or cause the contribution of, the Berry Assets, as set forth in Exhibit 1.18 to the Plan, to the applicable Reorganized Debtors in exchange for (a) the issuance to Berry or its designated subsidiary(ies) of 20% of the New Common Stock that is to be issued by Reorganized Pliant in the aggregate on a fully-diluted basis and (b) subject to the satisfaction of certain performance-based thresholds, the obligation to issue to Berry or its designated subsidiary(ies) additional shares of New Common Stock representing 5% of the New Common Stock on a fully-diluted basis. Holders of New Common Stock issued pursuant to the preceding sentence shall be subject to the Reorganized Pliant Shareholders Agreement. Berry may allocate a portion of the New Common Stock that it receives as incentive compensation to Berry Management in the form of stock options or other types of equity compensation awards.

     The Berry Assets consist of the Stretch Films business of Berry. The Stretch Films business produces both hand and machine-wrap stretch films, which are used by end users to wrap products and packages for storage and shipping. The stretch films products are sold to distributors and retail and industrial end users under the MaxTech^® and PalleTech^® brands. Additional information regarding the Berry Assets will be provided with the Plan Supplement.

          (e) Reorganized Pliant Shareholders Agreement. On the Effective Date, Reorganized Pliant and all of the holders of New Common Stock shall enter into the Reorganized Pliant Shareholders Agreement substantially in the form set forth in Exhibit 5.2(e) of the Plan, without the need for execution by any party thereto other than Reorganized Pliant. The Reorganized Pliant Shareholders Agreement shall be binding on all parties receiving or

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subscribing for, and all holders of, New Common Stock regardless of whether such parties execute the Reorganized Pliant Shareholders Agreement.

     2. Rights Offering

     Each Holder of an Allowed Second Lien Notes Claim may elect, in lieu of receiving Cash and New Preferred Stock, to receive a Pro Rata share of the Rights Allocation, entitling such Holder to subscribe for shares of New Common Stock through the exercise of all or a portion of the Rights, by its election thereof on the Ballot and payment by the date instructed on the Ballot of the subscription price for each share subscribed for on exercise of the Rights. Apollo or its designated affiliate(s) shall receive Rights in the Rights Offering (the “Minimum Rights”) to purchase a number of shares of New Common Stock equal to the excess, if any, of (a) the number of shares representing 50.1% of the maximum number of shares of New Common Stock to be issued pursuant to the Rights Offering over (b) the number of shares of New Common Stock that Apollo or its designated affiliate(s) are entitled to subscribe for under the Rights received pursuant to Section 3.2(e) of the Plan. The Rights shall not be transferable. To the extent that any Rights remain unexercised after the expiration or termination of the Rights Offering, such Rights shall be deemed null and void and have no further value. Pursuant to the Backstop Commitment Agreement, Apollo has committed to purchase, or cause the purchase of, through its designated affiliate(s) all shares of New Common Stock that are not otherwise subscribed for in the Rights Offering at the same subscription price as under the Rights Offering, on the terms and conditions set forth in the Backstop Commitment Agreement. Apollo and its affiliates shall elect to receive Rights in respect of any Allowed Claims in Class 5 held by it or them and shall exercise all such Rights. The Rights Offering shall be administered as set forth in the Confirmation Order. Any Holder of an Allowed Second Lien Notes Claim that elects on the Ballot to receive Rights in the Rights Offering, in lieu of receiving cash and New Preferred Stock, but that does not tender the subscription price by the date instructed on the Ballot shall forfeit its Right to subscribe for shares of New Common Stock and shall receive no consideration in respect of its Claim, and Apollo or its affiliate(s) shall tender or cause the tendering of the unpaid subscription price pursuant to the Backstop Commitment Agreement without prejudice to any rights, claims or causes of action against such non-tendering Holder in respect of such failure to pay.

3. Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors

     After the Effective Date, the Reorganized Debtors shall continue to exist as separate corporate entities in accordance with the applicable law in the respective jurisdiction in which they are incorporated and pursuant to their respective certificates or articles of incorporation and by-laws in effect prior to the Effective Date, except to the extent such certificates or articles of incorporation and by-laws are to be amended pursuant to the terms of the Plan. Notwithstanding anything to the contrary in the Plan, the Reinstated Claims and Interests of a particular Debtor or Reorganized Debtor shall remain the obligations solely of such Debtor or Reorganized Debtor following the Effective Date and shall not become obligations of any other Debtor or Reorganized Debtor by virtue of the Plan, the Chapter 11 Cases or otherwise. Except as otherwise provided in the Plan, on and after the Effective Date, all property of the Estates of the Debtors, including all claims, rights and causes of action and any property acquired by the

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Debtors or the Reorganized Debtors under or in connection with the Plan, shall vest in the Reorganized Debtors free and clear of all Claims, liens, charges, other encumbrances and Interests. On and after the Effective Date, the Reorganized Debtors may operate their businesses and may use, acquire and dispose of property and compromise or settle any Claims without supervision of or approval by the Bankruptcy Court and free and clear of any restrictions of the Bankruptcy Code or the Bankruptcy Rules, other than restrictions expressly imposed by the Plan or the Confirmation Order. Without limiting the foregoing, the Reorganized Debtors may pay the charges that they incur on or after the Effective Date for professionals’ fees, disbursements, expenses or related support services without application to the Bankruptcy Court.

     4. Corporate Governance, Directors, Officers and Corporate Action

          (a) Certificates or Articles of Incorporation and By-Laws. The certificates or articles of incorporation and by-laws of the Debtors shall be amended as necessary to satisfy the provisions of the Plan and the Bankruptcy Code. After the Effective Date, the Reorganized Debtors may amend and restate their certificates or articles of incorporation and by-laws as permitted by applicable law. In addition, prior to or on the Effective Date or as soon as reasonably practicable thereafter, the Certificate of Incorporation and By-Laws of Reorganized Pliant, substantially in the forms of Exhibits 5.2(a)(1) and 5.2(a)(2), respectively, to the Plan, shall go into effect and shall (i) include, among other things, pursuant to section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance of nonvoting equity securities, but only to the extent required by section 1123(a)(6) of the Bankruptcy Code; and (ii) authorize the issuance of the New Common Stock and New Preferred Stock.

          (b) Directors and Officers of the Reorganized Debtors. Subject to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of the Bankruptcy Code, on the Effective Date, the initial directors and officers of Reorganized Pliant shall be the persons identified in Exhibit 5.4(b) to the Plan, to be Filed with the Plan Supplement. On the Effective Date, the board of directors of Reorganized Pliant shall have eight (8) members constituted as follows: (i) a majority of the directors shall be designated by the Investor Group Holders and (ii) the Non-Investor Group Holders shall have the right to designate a whole number (rounding down) of directors to the board that is closest to the product of the aggregate ownership percentage of Non-Investor Group Holders at such date and the authorized number of directors on the board at such date, provided that, the Non-Investor Group shall have the right to designate at least one director to the board so long as the Non-Investor Group holders collectively own in the aggregate at least 10% of the outstanding New Common Stock. Thereafter, the Certificate of Incorporation and the Reorganized Pliant Shareholders Agreement shall govern the designation of directors. In addition, the intended boards of directors of the other Reorganized Debtors shall consist of members of the board of directors of Reorganized Pliant, or such other persons as are designated by the board of directors of Reorganized Pliant. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Proponents will disclose in Exhibit 5.4(b), to be provided in the Plan Supplement, the identity and affiliations of any person proposed to serve on the initial board of directors of Reorganized Pliant, and to the extent such person is an insider other than by virtue of being a director, the nature of any compensation for such person. Each such director and officer shall serve from and after the Effective Date pursuant to the terms of the Certificate of Incorporation, the By-Laws, any other organizational

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documents of the Reorganized Debtors and applicable law. Each member of the current board of directors of each of the Debtors will be deemed to have resigned on the Effective Date.

          (c) Corporate Action. On the Effective Date, the adoption of the Certificate of Incorporation or similar organizational documents, the adoption of the By-Laws, the selection of directors and officers for Reorganized Pliant and each other Reorganized Debtor, and all other actions contemplated by the Plan shall be authorized and approved in all respects (subject to the provisions of the Plan). All matters provided for in the Plan involving the corporate structure of the Debtors or the Reorganized Debtors, and any corporate action required by the Debtors or the Reorganized Debtors in connection with the Plan, shall be deemed to have timely occurred in accordance with applicable law and shall be in effect, without any requirement of further action by the security holders or directors of the Debtors or the Reorganized Debtors. On the Effective Date, the appropriate officers of Reorganized Pliant and/or the other Reorganized Debtors and members of the boards of directors of Reorganized Pliant and/or the other Reorganized Debtors are authorized and directed to issue, execute and deliver the agreements, documents, securities and instruments contemplated by the Plan in the name of and on behalf of the Reorganized Pliant and/or the other Reorganized Debtors.

5. Cancellation of Notes, Instruments, Debentures, Preferred Stock, Pliant Outstanding Common Stock and Other Pliant Outstanding Common Stock Interests

     On the Effective Date, except as otherwise provided for in the Plan, all (a) First Lien Notes, Second Lien Notes, Senior Subordinated Notes, Series AA Preferred Stock, Series M Preferred Stock, Pliant Outstanding Common Stock Interests, and any other notes, bonds (with the exception of surety bonds outstanding), indentures (including the First Lien Notes Indenture, the Second Lien Notes Indenture and the Senior Subordinated Notes Indenture), stockholders agreements, registration rights agreements, repurchase agreements and repurchase arrangements, or other instruments or documents evidencing or creating any indebtedness or obligations of a Debtor that relate to Claims or Interests that are Impaired under the Plan, shall be cancelled, and (b) the obligations of the Debtors under any agreements, stockholders agreements, registration rights agreements, repurchase agreements and repurchase arrangements, indentures (including the First Lien Notes Indenture, the Second Lien Notes Indenture and the Senior Subordinated Notes Indenture) or certificates of designation governing the First Lien Notes, Second Lien Notes, Senior Subordinated Notes, Series AA Preferred Stock, Series M Preferred Stock, Pliant Outstanding Common Stock Interests, and any other notes, bonds, indentures, or other instruments or documents evidencing or creating any Claims or Interests against a Debtor that relate to Claims or Interests that are Impaired under the Plan, shall be discharged; provided, however, that Pliant’s indemnification obligations with respect to the First Lien Notes Indenture Trustee under the First Lien Notes Indenture and the Second Lien Notes Indenture Trustee under the Second Lien Notes Indenture shall survive as contingent unsecured obligations having Administrative Claim status notwithstanding the cancellation of the First Lien Notes Indenture and the Second Lien Notes Indenture. Notwithstanding the foregoing and anything contained in the Plan, the First Lien Notes Indenture, Second Lien Notes Indenture and Senior Subordinated Notes Indenture shall continue in effect to the extent necessary to (i) allow the Reorganized Debtors and the applicable Indenture Trustees to make distributions pursuant to the Plan on account of First Lien Notes

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Claims and Second Lien Notes Claims under the respective Indentures and for the applicable Indenture Trustee to perform such other functions with respect thereto and (ii) permit the applicable Indenture Trustee to maintain or assert any Charging Lien it may have on distributions to Noteholders pursuant to the terms of the Plan and the applicable Indenture. Except as expressly provided in the Plan, neither the Debtors nor the Reorganized Debtors shall have any obligations to any Indenture Trustee for any fees, costs or expenses. As of the Effective Date, all Series AA Preferred Stock, Series M Preferred Stock and Pliant Outstanding Common Stock Interests that have been authorized to be issued but that have not been issued shall be deemed cancelled and extinguished without any further action of any party. Notwithstanding the foregoing and anything contained in the Plan, nothing herein shall impair, waive, extinguish or negatively impact the Charging Lien.

     6. Cancellation of Liens

     Except as otherwise provided in the Plan, on the Effective Date, any Lien securing any Secured Claim (other than a Lien securing a Claim that is Reinstated pursuant to Section 3.2(b) of the Plan) shall be deemed released and the Holder of such Secured Claim shall be authorized and directed to release any collateral or other property of any Debtor (including any Cash collateral) held by such Holder and to take such actions as may be requested by the Debtors (or the Reorganized Debtors, as the case may be) to evidence the release of such Lien, including the execution, delivery, and filing or recording of such releases as may be requested by the Debtors (or the Reorganized Debtors, as the case may be).

     7. Issuance of New Securities and Related Matters

          (a) Issuance of New Securities. On the Distribution Date, Reorganized Pliant and the Reorganized Debtors shall issue all instruments, certificates and other documents, including the Rights, New Common Stock, New Preferred Stock and New Senior Secured Notes, required to be issued or distributed pursuant to the Plan (including the Rights Offering) without further act or action under applicable law, regulation, order or rule. The issuance of the Rights, New Common Stock, New Preferred Stock and the New Senior Secured Notes and the distribution thereof under the Plan shall be exempt from registration under applicable securities laws pursuant to section 1145(a) of the Bankruptcy Code, and in the case of Apollo and its affiliates and Berry or its designated subsidiary(ies), under Section 4(2) of the Securities Act of 1933, as amended and Regulation D. Without limiting the effect of section 1145 of the Bankruptcy Code, all documents, agreements and instruments entered into on or as of the Effective Date contemplated by or in furtherance of the Plan, including, without limitation, the Exit Facility Credit Agreement, Reorganized Pliant Shareholders Agreement, the Intercompany Services Agreement and any other agreement entered into in connection with the foregoing, shall become effective and binding in accordance with their respective terms and conditions upon the parties thereto.

          (b) Distribution of the New Common Stock, New Preferred Stock and New Senior Secured Notes and Enforcement of the Reorganized Pliant Shareholders Agreement. On the Distribution Date, all New Senior Secured Notes to which any Holder of a Claim in Class 4 shall become entitled pursuant to the Plan and all the shares of the New Preferred Stock to which any Holder of a Claim in Class 5 not electing to receive Rights shall become entitled

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pursuant to the Plan, and all of the shares of the New Common Stock to which any Holder of a Claim in Class 5 electing to receive and exercising its Rights pursuant to the Rights Offering shall become entitled or to which Berry or its designated subsidiary(ies) and Apollo or its designated affiliate(s) shall receive, in each case, pursuant to the Plan, shall be issued in the name of such Holder or entity or DTC or its nominee or nominees in accordance with DTC’s book-entry exchange procedures, as contemplated by Section 6.6(b) of the Plan, subject to the terms and conditions of the Reorganized Pliant Shareholders Agreement (in the case of the New Common Stock), the Certificate of Designations (in the case of the New Preferred Stock), the New Senior Secured Notes Indenture and other related documents (in the case of the New Senior Secured Notes) and the other terms and conditions of the Plan. In the period after the Effective Date pending distribution of the New Senior Secured Note to any Holder of a Class 4 Claim, such Holder shall be bound by, have the benefit of and be entitled to enforce the terms and conditions of the New Senior Secured Note Indenture (to the extent applicable) and shall be entitled to receive any payments payable in respect of such Holder’s New Senior Secured Notes (including, receiving any proceeds of any permitted transfer of such New Senior Secured Notes), and to exercise all other rights in respect of the New Senior Secured Notes (so that such Holder shall be deemed for tax purposes to be the owner of the New Senior Secured Notes issued in the name of such Holder, as applicable). In the period after the Effective Date pending distribution of the New Preferred Stock to any Holder of a Class 5 Claim, such Holder shall be bound by, have the benefit of and be entitled to enforce the terms and conditions of the Certificate of Designations, and shall be entitled to exercise any voting rights and receive any dividends or other distributions payable in respect of such Holder’s New Preferred Stock (including, receiving any proceeds of any permitted transfer of such New Preferred Stock), and to exercise all other rights in respect of the New Preferred Stock (so that such Holder shall be deemed for tax purposes to be the owner of the New Preferred Stock issued in the name of such Holder, as applicable). In the period after the Effective Date pending distribution of the New Common Stock to any Holder of a Class 5 Claim who has elected to receive and properly exercised its Rights pursuant to the Rights Offering, Berry or its designated subsidiary(ies) or Apollo or its designated affiliate(s), such Holder or entity shall be bound by, have the benefit of and be entitled to enforce the terms and conditions of the Reorganized Pliant Shareholders Agreement (to the extent applicable) and shall be entitled to exercise any voting rights and receive any dividends or other distributions payable in respect of such Holder’s New Common Stock (including, receiving any proceeds of any permitted transfer of such New Common Stock), and to exercise all other rights in respect of the New Common Stock (so that such Holder or entity shall be deemed for tax purposes to be the owner of the New Common Stock issued in the name of such Holder or entity, as applicable).

     8. Exit Financing

     On the Effective Date, without any requirement of further action by security holders or directors of the Debtors or the Reorganized Debtors, the Reorganized Debtors shall be authorized and directed to enter into the Exit Facility Credit Agreement, as well as any notes, documents or agreements in connection therewith, including, without limitation, any documents required in connection with the creation or perfection of the Liens on the Exit Facility collateral.

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     9. Sources of Cash for Plan Distributions

     Except as otherwise provided in the Plan or the Confirmation Order, all Cash necessary for the Reorganized Debtors to make payments pursuant to the Plan may be obtained from existing Cash balances, the operations of the Debtors and the Reorganized Debtors, sales of assets, the proceeds of the Rights Offering or the Exit Facility Credit Agreement. The Reorganized Debtors may also make such payments using Cash received from their subsidiaries through the Reorganized Debtors’ consolidated cash management systems.

     10. Cram-Down

     If any Impaired Class fails to accept the Plan by the requisite statutory majorities, the Proponents reserve the right to confirm the Plan by a “cram-down” of such non-accepting Class pursuant to section 1129(b) of the Bankruptcy Code and (b) to propose any modifications to the Plan and to confirm the Plan as modified, without re-solicitation, to the extent permitted by the Bankruptcy Code.

     11. Reinstatement/Non-Impairment Authorized Under the Plan

     On or prior to the Effective Date, the Debtors with Apollo Consent shall be authorized to take any such actions as may be necessary or appropriate to Reinstate Claims or Interests or render Claims or Interests not Impaired, as provided for under the Plan.

     12. Apollo Arrangement and Structuring Fee

     In consideration of its services in structuring and arranging the Plan, Apollo Management VI, L.P. will receive, on the Effective Date, a $7.0 million fee and expects to receive an annual management fee thereafter on terms customary for Apollo portfolio companies.

     13. Comprehensive Settlement of Claims and Controversies

     Pursuant to Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided under the Plan, the provisions of the Plan will constitute a good faith compromise and settlement of all Claims or controversies relating to the rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim or Allowed Interest or any distribution to be made pursuant to the Plan on account of any Allowed Claim or Allowed Interest. The entry of the Confirmation Order will constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such claims or controversies and the Bankruptcy Court’s finding that all such compromises or settlements are in the best interests (a) of the Debtors, the Reorganized Debtors and their respective Estates and property, and (b) Claim and Interest Holders, and are fair, equitable and reasonable.

H. PROVISIONS GOVERNING DISTRIBUTIONS

     THE FOLLOWING IS A SUMMARY OF THE PROVISIONS GOVERNING DISTRIBUTIONS UNDER THE PLAN AND IS QUALIFIED IN ITS ENTIRETY BY THE TERMS OF THE PLAN.

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1. Distributions for Claims or Interests Allowed as of the Initial Distribution Date

     Except as otherwise provided in the Plan or as ordered by the Bankruptcy Court, distributions to be made on account of Claims that are Allowed as of the Effective Date shall be made on the Distribution Date or as soon thereafter as is practicable. The Distribution Date means a date selected by the Reorganized Debtors that is not later than ten (10) days after the Effective Date. Notwithstanding the date on which any distribution of New Common Stock or New Preferred Stock is actually made to a Holder of a Claim that is an Allowed Claim on the Effective Date, as of the date of the distribution such Holder shall be deemed to have the rights of a holder of such New Common Stock or New Preferred Stock, respectively, distributed as of the Effective Date. Any payment or distribution required to be made under the Plan on a day other than a Business Day shall be made on the next succeeding Business Day.

     2. Interest on Claims

     Except as otherwise specifically provided for in the Plan, the Confirmation Order or other order of the Bankruptcy Court (including, without limitation, the Final DIP Order), or required by applicable bankruptcy or non-bankruptcy law, postpetition interest shall not accrue or be paid on any Claims, and no Holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim.

     3. Distributions by Disbursing Agent

     Other than as specifically set forth in the Plan, the Disbursing Agent shall make all distributions required to be made under the Plan. Reorganized Pliant and/or the other Reorganized Debtors may act as Disbursing Agent or may employ or contract with other entities to assist in or make the distributions required by the Plan.

     4. Special Provisions Governing Distributions to Noteholders

     Other than as specifically set forth in the Plan, distributions made on account of First Lien Note Claims and Second Lien Notes Claims shall be made by the Disbursing Agent to the applicable Indenture Trustee for further distribution in accordance with the terms of the applicable Indenture or in accordance with the Plan where such Indenture is silent. Notwithstanding any other provision in the Plan, nothing herein shall be deemed to impair, waive or extinguish any rights or any Indenture Trustee with respect to a Charging Lien; provided, however, that any such Charging Lien will be released upon payment of the respective Indenture Trustee’s reasonable fees and expenses in accordance with the terms of the applicable Indentures and the Plan.

     5. Delivery of Distributions and Undeliverable or Unclaimed Distributions

     The following terms shall govern the delivery of distributions and undeliverable or unclaimed distributions with respect to Claims.

          (a) Delivery of Distributions in General. Distributions to Holders of Allowed Claims shall be made at the addresses set forth in the Debtors’ records unless such addresses

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are superseded by proofs of claim or interests or transfers of claim filed pursuant to Bankruptcy Rule 3001.

          (b) Undeliverable and Unclaimed Distributions

i)

Holding and Investment of Undeliverable and Unclaimed Distributions. If the distribution to any Holder of an Allowed Claim is returned to Reorganized Pliant, the other Reorganized Debtors or the Disbursing Agent as undeliverable or is otherwise unclaimed, no further distributions shall be made to such Holder unless and until the Reorganized Debtors or the Disbursing Agent is notified in writing of such Holder’s then current address.

ii)

Failure to Claim Undeliverable Distributions. Any Holder of an Allowed Claim that does not assert a claim pursuant to the Plan for an undeliverable or unclaimed distribution within one (1) year after the Effective Date shall be deemed to have forfeited its claim for such undeliverable or unclaimed distribution and shall be forever barred and enjoined from asserting any such claim for an undeliverable or unclaimed distribution against the Debtors or their Estates or the Reorganized Debtors or their property. In such cases, any Cash for distribution on account of such claims for undeliverable or unclaimed distributions shall become the property of the Estates and the Reorganized Debtors free of any restrictions thereon and notwithstanding any federal or state escheat laws to the contrary. Any New Common Stock, New Preferred Stock, New Senior Secured Notes or Rights held for distribution on account of such Claim shall be canceled and of no further force or effect. Nothing contained in the Plan shall require any Disbursing Agent, including, but not limited to, the Reorganized Debtors, to attempt to locate any Holder of an Allowed Claim.

     6. Record Date for Distributions

     (a) The Reorganized Debtors and the Disbursing Agent will have no obligation to recognize the transfer of, or the sale of any participation in, any Allowed Claim that occurs after the close of business on the Record Date, and will be entitled for all purposes herein to recognize and distribute only to those Holders of Allowed Claims that are Holders of such Claims, or participants therein, as of the close of business on the Record Date. The Reorganized Debtors and the Disbursing Agent shall instead be entitled to recognize and deal for all purposes under the Plan with only those record holders stated on the official claims register as of the close of business on the Record Date.

     (b) Distributions of New Preferred Stock and New Common Stock, if applicable, in respect of Second Lien Notes Claims and of New Senior Secured Notes in respect of First Lien Notes Claims, in each case administered by the appropriate Indenture Trustee, shall be made by means of book-entry exchange through the facilities of the DTC in accordance with the

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customary practices of the DTC, as and to the extent practicable, and the Record Date shall not apply. In connection with such book-entry exchange, each Indenture Trustee shall deliver instructions to the DTC instructing the DTC to effect distributions on a Pro Rata basis as provided under the Plan with respect to such Claims upon which such Indenture Trustee acts as trustee.

     7. Allocation of Plan Distributions Between Principal and Interest

     Except as otherwise expressly provided in the Plan, to the extent that any Allowed Claim entitled to a distribution under the Plan consists of indebtedness and accrued but unpaid interest thereon, such distribution shall, for all income tax purposes, be allocated to the principal amount of the Claim first and then, to the extent that the consideration exceeds the principal amount of the Claim, to the portion of such Claim representing accrued but unpaid interest.

     8. Means of Cash Payment

     Payments of Cash made pursuant to the Plan shall be in U.S. dollars and shall be made, at the option and in the sole discretion of Reorganized Pliant or the other Reorganized Debtors, by (a) checks drawn on or (b) wire transfer from a bank selected by Reorganized Pliant or the other Reorganized Debtors. Cash payments to foreign creditors may be made, at the option of Reorganized Pliant or the other Reorganized Debtors, in such funds and by such means as are necessary or customary in a particular foreign jurisdiction.

     9. Withholding and Reporting Requirements

     In connection with the Plan and all distributions thereunder, Reorganized Pliant and the other Reorganized Debtors shall comply with all withholding and reporting requirements imposed by any federal, state, local or foreign taxing authority, and all distributions hereunder shall be subject to any such withholding and reporting requirements. The Reorganized Debtors shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding and reporting requirements. All persons holding Claims or Interests shall be required to provide any information necessary to effect information reporting and the withholding of such taxes. Notwithstanding any other provision of the Plan, (a) each Holder of an Allowed Claim that is to receive a distribution pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding and other tax obligations, on account of such distribution and (b) no distribution shall be made to or on behalf of such Holder pursuant to the Plan unless and until such Holder has made arrangements satisfactory to the Reorganized Debtors for the payment and satisfaction of such tax obligations.

     10. Setoffs

     Reorganized Pliant and the Reorganized Debtors may, pursuant to section 553 of the Bankruptcy Code or applicable nonbankruptcy laws, but shall not be required to, set off against any Claim, the payments or other distributions to be made pursuant to the Plan in respect of such Claim, or claims of any nature whatsoever that the Debtors or the Reorganized Debtors may have against the Holder of such Claim; provided, however, that neither the failure to do so

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nor the allowance of any Claim hereunder shall constitute a waiver or release by the Reorganized Debtors of any such claim that the Debtors or the Reorganized Debtors may have against such Holder.

     11. Fractional Shares

     No fractional shares of New Common Stock or New Preferred Stock and no Rights to purchase fractional shares of New Common Stock shall be distributed or issued. Where a fractional share would otherwise be called for, the actual issuance shall reflect a rounding up (in the case of more than .50) of such fraction to the nearest whole share of New Common Stock, New Preferred Stock or Right to purchase the nearest whole share of New Common Stock or a rounding down of such fraction (in the case of .50 or less than .50) to the nearest whole share of New Common Stock, New Preferred Stock or Right to purchase the nearest whole share of New Common Stock. The total number of shares of New Common Stock, New Preferred Stock and the Rights to be distributed to registered holders pursuant to the Plan shall be adjusted as necessary to account for the rounding provided for herein.

     12. De Minimis Distributions

     No distribution shall be made by the Disbursing Agent on account of an Allowed Claim or Interest, if the amount to be distributed to the specific Holder of an Allowed Claim or Interest on the Distribution Date has an economic value of less than $100.

I. TREATMENT OF EXECUTORY CONTRACTS, UNEXPIRED LEASES AND PENSION PLANS

     THE FOLLOWING IS A SUMMARY OF THE PROVISIONS GOVERNING THE TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES UNDER THE PLAN AND IS QUALIFIED IN ITS ENTIRETY BY THE TERMS OF THE PLAN.

     Pursuant to the Plan, on the Effective Date, all executory contracts or unexpired leases of the Debtors will be deemed assumed in accordance with, and subject to, the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, unless such executory contract or unexpired lease (i) was previously assumed or rejected by the Debtors, (ii) previously expired or terminated pursuant to its own terms, or (iii) is an executory contract that is set forth on Exhibit 7.1 or Exhibit 12.6 to the Plan, which shall be filed with the Plan Supplement. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Each executory contract and unexpired lease assumed pursuant to Article VII of the Plan shall revest in and be fully enforceable by the respective Reorganized Debtor in accordance with its terms, except as modified by the provisions of the Plan, or any order of the Bankruptcy Court authorizing and providing for its assumption or applicable federal law.

     Any monetary amounts by which each executory contract and unexpired lease to be assumed is in default shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount in Cash on the Effective Date or on such other terms as the parties to each such executory contract or unexpired lease may otherwise agree. In the event of a dispute regarding (a) the amount of any cure payments, (b) the ability of the Reorganized

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Debtors or any assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the contract or lease to be assumed or (c) any other matter pertaining to assumption, the cure payments required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the dispute and approving the assumption. Pending the Bankruptcy Court’s ruling on such motion, the executory contract or unexpired lease at issue shall be deemed assumed by the Reorganized Debtors unless otherwise ordered by the Bankruptcy Court.

     All contracts, agreements and leases that were entered into by the Debtors or assumed by the Reorganized Debtors after the Petition Date shall be deemed assigned by the Debtors to the Reorganized Debtors on the Effective Date.

     In furtherance of, and without in any way limiting, Section 12.6 of the Plan, from and after the Effective Date the Reorganized Debtors shall assume the obligation and shall continue to make the payment of all retiree benefits (if any), as that term is defined in Bankruptcy Code section 1114, at the level established pursuant to subsection (e)(1)(B) or (g) of said section 1114, at any time prior to the Confirmation Date, for the duration of the period (if any) that the Debtors are obligated to provide such benefits. In addition, notwithstanding anything in the Plan to the contrary, the Pension Plans shall become obligations of the Reorganized Debtors and shall otherwise be unaffected by confirmation of the Plan, and such Claims shall not be discharged or released or otherwise affected by the Plan or by these proceedings.

J. PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS AND DISPUTED INTERESTS

     THE FOLLOWING IS A SUMMARY OF THE PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS AND DISPUTED INTERESTS UNDER THE PLAN AND IS QUALIFIED IN ITS ENTIRETY BY THE TERMS OF THE PLAN.

     1. Objections to and Estimation of Claims

     Only the Debtors, Reorganized Debtors or the Disbursing Agent may object to the allowance of any Claim or Administrative Expense Claim. After the Effective Date, the Reorganized Debtors shall be accorded the power and authority to allow or settle and compromise any Claim without notice to any other party, or approval of, or notice to the Bankruptcy Court. In addition, the Debtors and the Reorganized Debtors may, at any time, request that the Bankruptcy Court estimate any contingent or unliquidated Claim pursuant to section 502(c) of the Bankruptcy Code regardless of whether the Debtors or Reorganized Debtors have previously objected to such Claim. Unless otherwise ordered by the Bankruptcy Court, the Reorganized Debtors shall serve and file any objections to Claims and Interests as soon as practicable, but in no event later than (a) one-hundred and eighty (180) days after the Effective Date or (b) such later date as may be determined by the Bankruptcy Court upon a motion which may be made without further notice or hearing

     2. No Distributions Pending Allowance

     Notwithstanding any other provision in the Plan, no payments or distributions shall be made with respect to all or any portion of a Disputed Claim unless and until all objections to

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such Disputed Claim have been settled or withdrawn or have been determined by Final Order and the Disputed Claim, or some portion thereof, has become an Allowed Claim.

K. CONFIRMATION AND CONSUMMATION OF THE PLAN

     The Plan shall not become effective and the Effective Date shall not occur unless and until the following conditions shall have been satisfied or waived in accordance with Section 9.2 of the Plan:

     (a) The Confirmation Order confirming the Plan shall have been entered by the Bankruptcy Court, such Confirmation Order shall have become final and non-appealable and there shall not be a stay or injunction (or similar prohibition) in effect with respect thereto.

     (b) The Canadian Confirmation Order confirming the Plan shall have been entered by the Canadian Court, such Canadian Confirmation Order shall have become final and non-appealable and there shall not be a stay or injunction (or similar prohibition) in effect with respect thereto.

     (c) The Exit Facility Credit Agreement and all related documents provided for therein or contemplated thereby shall have been duly and validly executed and delivered by all parties thereto, all conditions precedent thereto shall have occurred or shall have been satisfied and all proceeds of the Exit Facility shall be made available to the Reorganized Debtors to fund distributions hereunder.

     (d) The Intercompany Services Agreement and all related documents provided for therein or contemplated thereby, shall have been duly and validly executed and delivered by all parties thereto and all conditions precedent thereto shall have occurred or shall have been satisfied.

     (e) The Certificate of Incorporation and By-Laws and the amended certificates or articles of incorporation of the Debtors, as necessary, shall have been adopted and filed with the applicable authorities of the relevant jurisdictions of incorporation and shall have become effective in accordance with such jurisdictions’ corporation laws.

     (f) All authorizations, consents, certifications, approvals, rulings, no-action letters, opinions or other documents or actions required by any law, regulation or order, including any necessary Hart-Scott-Rodino approvals, to be received or to occur in order to implement the Plan on the Effective Date shall have been obtained or shall have occurred unless failure to do so will not have a material adverse effect on Reorganized Pliant.

     (g) All other documents and agreements necessary to implement the Plan on the Effective Date shall have been duly and validly executed and delivered by all parties thereto and all other actions required to be taken in connection with the Effective Date shall have occurred or shall have been otherwise satisfied or waived.

     (h) All DIP Facility Claims shall have been paid in full in Cash or the Debtors shall have provided reasonably satisfactory evidence that such Claims shall be paid from the proceeds of the Exit Facility.

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     (i) The sum of the Face Amount of the Allowed General Unsecured Claims plus an amount that the Proponents reasonably project will be the Allowed amount of Disputed Claims in Class 6 shall not be greater than $20 million.

     (j) The sum of the Face Amount of the Allowed Small Claims plus an amount that the Proponents reasonably project will be the Allowed amount of Disputed Claims in Class 8 shall not be greater than $2 million.

     (k) All conditions to the consummation of the Rights Offering, other than those conditions relating to the confirmation of the Plan, shall have occurred or shall have been satisfied or waived and all proceeds of Rights Offering shall be made available to the Reorganized Debtors to fund distributions hereunder.

     The conditions set forth in clauses (b), (i) and (j) above may be waived in whole or in part by Apollo in its sole discretion, without need for notice or a hearing.

     If each of the conditions specified in Section 9.1 of the Plan has not been satisfied or waived in the manner provided in Section 9.2 of the Plan, then: (a) the Confirmation Order shall be vacated and of no further force or effect; (b) no distributions under the Plan shall be made; (c) the Debtors and all Holders of Claims and Interests in the Debtors shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date as though the Confirmation Date had never occurred; and (d) all of the Debtors’ obligations with respect to the Claims and Interests shall remain unaffected by the Plan, and nothing contained herein shall be deemed to constitute a waiver or release of any Claims by or against the Debtors or any other person or to prejudice in any manner the rights of the Debtors or any person in any further proceedings involving the Debtors, and the Plan shall be deemed withdrawn. Upon such occurrence, the Debtors shall file a written notification with the Bankruptcy Court and serve it upon such parties as the Bankruptcy Court may direct.

L. EFFECT OF PLAN CONFIRMATION

     1. Binding Effect

     Except as otherwise provided in section 1141(d)(3) of the Bankruptcy Code and subject to the occurrence of the Effective Date, on and after the Confirmation Date, the provisions of the Plan shall bind any Holder of a Claim against, or Interest in, the Debtors and such Holder’s respective successors and assigns, whether or not the Claim or Interest of such Holder is Impaired under the Plan and whether or not such Holder has accepted the Plan.

     2. Exculpation and Releases

          (a) Definition of Released Parties. As used in the Plan, the term “Released Parties” means (a) the Debtors, (b) the Non-Debtor Affiliates, (c) the Official Committee and its members or affiliates, (d) the members of the Ad Hoc Committee of First Lien Noteholders and their respective affiliates, (e) the Indenture Trustees, (f) the Prepetition Credit Facility Parties and their successors and assigns, (g) the DIP Facility Lenders, the DIP Facility Agent and their successors and assigns, (h) Apollo and its affiliates, (i) Berry and its affiliates, (j) the present and former directors, officers and employees of the Debtors and the Non-Debtor Affiliates who were

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serving in such capacity on or after the Petition Date, (k) any attorneys, financial advisors, investment bankers, accountants, consultants, or other professionals of the parties described in clauses (a) through (k) hereof; provided, however, that such attorneys and professional advisors shall only include those that provided services related to the Chapter 11 Cases, the CCAA Proceedings, and the transactions contemplated by the Plan, and (l) the directors, officers, partners, members, representatives and employees of the parties described in clauses (a) through (k) hereof.

          (b) Exculpation. From and after the Effective Date, the Released Parties shall neither have nor incur any liability to, or be subject to any right of action by, any Holder of a Claim or an Interest, or any other parties in interest, or any of their respective agents, employees, representatives, financial advisors, attorneys, or agents acting in such capacity, or affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the CCAA Proceedings, formulating, negotiating or implementing the Plan, the solicitation of acceptances of the Plan, the pursuit of confirmation of the Plan, the confirmation of the Plan, the consummation of the Plan or the administration of the Plan or the property to be distributed under the Plan; provided, however, that this section shall not apply to (i) obligations under, and the contracts, instruments, releases, agreements, and documents delivered, Reinstated or assumed under the Plan, (ii) any claims or causes of action arising out of willful misconduct or gross negligence as determined by a Final Order and (iii) any matters under dispute between the Debtors, Reorganized Debtors or other persons in interest and any person holding a Claim that is not Allowed under the Plan, to the extent relating to rights under any such Claim. Any of the Released Parties shall be entitled to rely, in all respects, upon the advice of counsel with respect to their duties and responsibilities under the Plan.

          (c) Releases by Holders of Claims and Interests. As of the Effective Date, to the fullest extent permitted by law, each Holder of a Claim or Interest that votes to accept the Plan, or who, directly or indirectly, is entitled to receive a distribution under the Plan, including persons entitled to receive a distribution via an attorney, agent, Indenture Trustee or securities intermediary, shall in consideration for the obligations of the Debtors and the Reorganized Debtors under the Plan and the Cash and the securities, contracts, instruments, releases and other agreements or documents to be delivered in connection with the Plan, be deemed to have forever released, waived and discharged all claims, demands, debts, rights, causes of action or liabilities (other than (x) any otherwise existing right to enforce the obligations under, and the contracts, instruments, releases, agreements, and documents delivered, Reinstated or assumed under the Plan, and (y) any claims or causes of action arising out of willful misconduct or gross negligence as determined by a Final Order), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity or otherwise, relating to the Debtors, the Reorganized Debtors, the Chapter 11 Cases, the CCAA Proceedings, the Plan or the Disclosure Statement, existing as of the Effective Date or thereafter that are based in whole or part on any act, omission, transaction event, or other occurrence taking place on or prior to the Effective Date, against the Released Parties; provided, however, that nothing in this section shall be construed to release any Released Party from willful misconduct or gross negligence as determined by a Final Order; and provided, further, however, that each Holder of a Claim or Interest that is

64

entitled to vote on the Plan may elect by checking the appropriate box provided on the Ballot not to grant the releases described in this paragraph.

          (d) Releases by the Debtors. As of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, the Debtors and Reorganized Debtors in their individual capacities and as debtors-in-possession will be deemed to release and forever waive and discharge all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity or otherwise existing as of the Effective Date or thereafter that are based in whole or part on any act, omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Reorganized Debtors, the Chapter 11 Cases, the CCAA Proceedings, the Plan or the Disclosure Statement, and that could have been asserted by or on behalf of the Debtors or their Estates or the Reorganized Debtors against the Released Parties; provided, however, that nothing in Section 10.2(b) of the Plan shall be construed to release any party from liability for willful misconduct or gross negligence as determined by a Final Order.

          (e) Injunction Related to Exculpation and Releases. All persons that have held, hold or may hold any liabilities released or exculpated pursuant to Section 10.2 of the Plan will be permanently enjoined from taking any of the following actions against any Released Party or its property on account of such released liabilities: (i) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind; (ii) enforcing, levying, attaching, collecting or otherwise recovering by any manner or means, directly or indirectly, any judgment, award, decree or order; (iii) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any lien; (iv) except as provided herein, asserting any setoff, right of subrogation or recoupment of any kind, directly or indirectly, against any obligation due a Released Party; and (v) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan.

          (f) Survival of Indemnification Obligations. The obligations of the Debtors to indemnify any past and present directors, officers, agents, employees and representatives, pursuant to certificates or articles of incorporation, by-laws, contracts and/or applicable statutes, in respect of all actions, suits and proceedings against any of such officers, directors, agents, employees and representatives, based upon any act or omission related to service with or for or on behalf of the Debtors, shall not be discharged or Impaired by confirmation or consummation of the Plan and shall be assumed by the other Reorganized Debtors.

          (g) Discharge of Claims and Termination of Interests. Except as otherwise provided in the Plan or in the Confirmation Order, all consideration distributed under the Plan shall be in exchange for, and in complete satisfaction, settlement, discharge and release of, all Claims and Interests (other than Unimpaired Claims under the Plan that are Allowed Claims) of any nature whatsoever against the Debtors or any of their Estates, assets, properties or interest in property, and regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests. Upon the Effective Date, the Debtors shall be deemed discharged and released under section 1141(d)(1)(A) of the Bankruptcy

65

Code from any and all Claims and Interests (other than Unimpaired Claims that are Allowed Claims), including, but not limited to, demands and liabilities that arose before the Effective Date, and all debts of the kind specified in section 502(g), 502(h) or 502(i) of the Bankruptcy Code, and the Pliant Outstanding Common Stock Interests, Series AA Preferred Stock, Series M Preferred Stock, First Lien Notes, Second Lien Notes, and Senior Subordinated Notes shall be terminated.

          (h) Preservation of Rights of Action and Settlement of Litigation Claims. Except as otherwise provided in the Plan, the Confirmation Order, or in any document, instrument, release or other agreement entered into in connection with the Plan, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors, as successors in interest to the Debtors and their Estates shall retain the Litigation Claims. The Reorganized Debtors, as the successors in interest to the Debtors and the Estates, may enforce, sue on, settle or compromise (or decline to do any of the foregoing) any or all of the Litigation Claims. Notwithstanding the foregoing, the Debtors and the Reorganized Debtors shall not file, commence or pursue any claim, right or cause of action under section 547 of the Bankruptcy Code or seek to disallow any Claim to the extent the Holder thereof received and did not return a transfer avoidable under section 547 of the Bankruptcy Code.

     3. Injunction

     Except as otherwise provided in the Plan or the Confirmation Order, from and after the Effective Date, all persons who have held, hold or may hold Claims against or Interests in the Debtors are (i) permanently enjoined from taking any of the following actions against the Estate(s), or any of their property, on account of any such Claims or Interests and (ii) permanently enjoined from taking any of the following actions against any of the Debtors, the Reorganized Debtors or their property on account of such Claims or Interests: (A) commencing or continuing, in any manner or in any place, any action, or other proceeding; (B) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (C) creating, perfecting or enforcing any lien or encumbrance; (D) asserting any right of setoff, subrogation or recoupment of any kind and (E) commencing or continuing, in any manner or in any place, any action that does not comply with or is inconsistent with the provisions of the Plan; provided, however, that nothing contained in the Plan shall preclude such persons from exercising their rights pursuant to and consistent with the terms of the Plan.

     By accepting distributions pursuant to the Plan, each Holder of an Allowed Claim will be deemed to have specifically consented to the injunctions set forth in Section 10.3 of the Plan.

     4. Terms of Bankruptcy Injunctions or Stays

     All injunctions or stays provided for in the Chapter 11 Cases under section 105 or 362 of the Bankruptcy Code or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date.

     5. Termination of Subordination Rights and Settlement of Related Claims

     The classification and manner of satisfying all Claims and Interests and the respective distributions and treatments under the Plan take into account and/or conform to the relative

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priority and rights of the Claims and Interests in each Class in connection with the contractual, legal and equitable subordination rights relating thereto, whether arising under contract, general principles of equitable subordination, section 510(b) of the Bankruptcy Code or otherwise. All subordination rights that a Holder of a Claim or Interest may have with respect to any distribution to be made under the Plan shall be discharged and terminated, and all actions related to the enforcement of such subordination rights shall be enjoined permanently. Accordingly, except as provided in Section 3.2(h) of the Plan, distributions under the Plan to Holders of Allowed Claims will not be subject to payment of a beneficiary of such terminated subordination rights, or to levy, garnishment, attachment or other legal process by a beneficiary of such terminated subordination rights.

M. MISCELLANEOUS PLAN PROVISIONS

     THE FOLLOWING IS A SUMMARY OF CERTAIN MISCELLANEOUS PROVISIONS UNDER THE PLAN AND IS QUALIFIED IN ITS ENTIRETY BY THE TERMS OF THE PLAN.

     1. Surrender of Instruments

     As a condition to participation under the Plan, the Holder of a note, debenture or other evidence of indebtedness of the Debtors that desires to receive the property to be distributed on account of an Allowed Claim based on such note, debenture or other evidence of indebtedness shall surrender such note, debenture or other evidence of indebtedness to the Debtors, or their designee (unless such Holder’s Claim will be Reinstated by the Plan, in which case such surrender shall not be required), and shall execute and deliver such other documents as are necessary to effectuate the Plan; provided, however, that, if a claimant is a Holder of an equity security, note, debenture or other evidence of indebtedness for which no physical certificate was issued to the Holder but which instead is held in book-entry form pursuant to a global security held by DTC or other securities depositary or custodian thereof, then the Debtors or the applicable Indenture Trustee for such equity security, note, debenture or other evidence of indebtedness may waive the requirement of surrender. Except as otherwise provided in Section 12.1 of the Plan, if no surrender of a security, note, debenture or other evidence of indebtedness occurs and a claimant does not provide an affidavit and indemnification agreement, in form and substance satisfactory to the Debtors, that such security, note, debenture or other evidence of indebtedness was lost, then no distribution may be made to any claimant whose Claim or Interest is based on such security, note, debenture or other evidence of indebtedness thereof. The Debtors shall make subsequent distributions only to the persons who surrender the securities for exchange (or their assignees), and the record holders of such securities shall be those holders of record as of the Effective Date. Except as otherwise provided in the Plan, the First Lien Notes Indenture, Second Lien Notes Indenture, Senior Subordinated Notes Indenture, the Series AA Registration Rights Agreement and the Stockholders Agreement shall be rendered void as of the Effective Date.

     2. Committees

     Any appointment of an Official Committee shall terminate on the Effective Date.

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     3. Post-Confirmation Date Retention of Professionals

     Upon the Effective Date, any requirement that professionals employed by the Reorganized Debtors comply with sections 327 through 331 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date will terminate, and the Reorganized Debtors will be authorized to employ and compensate professionals in the ordinary course of business and without the need for Bankruptcy Court approval.

     4. Bar Date for Certain Administrative Expense Claims

     All applications for final allowance of fees and expenses of professional persons employed by the Debtors or the Official Committee or otherwise seeking to be compensated by the Estate or the Debtors pursuant to orders entered by the Bankruptcy Court and on account of services rendered prior to the Effective Date shall be filed with the Bankruptcy Court and served upon the Reorganized Debtors’ counsel at the addresses set forth in Section 12.15 of the Plan no later than thirty (30) days after the Effective Date. Any such claim that is not filed within this time period shall be discharged and forever barred. Objections to any application for allowance of Administrative Expense Claims described in Section 12.4 of the Plan must be filed within thirty (30) days after the filing thereof, as may be extended by the Bankruptcy Court upon request of the Reorganized Debtors.

     5. Effectuating Documents and Further Transactions

     Each of the Debtors and the Reorganized Debtors is authorized to execute, deliver, file or record such contracts, instruments, releases and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement and further evidence the terms and conditions of the Plan and any notes or securities issued pursuant to the Plan, including actions that the applicable Indenture Trustees may reasonably request to further effect the terms of the Plan.

     6. Compensation and Benefit Programs

     Except as otherwise expressly provided in Exhibit 12.6 to the Plan to be filed with the Plan Supplement, the Reorganized Debtors shall continue to perform their obligations under all employment and severance contracts and policies, and all compensation and benefit plans, policies and programs of the Debtors applicable to their employees, retirees and nonemployee directors and the employees and retirees of their subsidiaries, including, without limitation, all savings plans, retirement plans, health care plans, disability plans, severance benefit plans, incentive plans, life and accidental death and dismemberment insurance plans. Any one of the Reorganized Debtors may, prior to the Effective Date, enter into employment agreements with employees that become effective on or prior to the Effective Date and survive consummation of the Plan, which employment agreements shall be in form and substance reasonably acceptable to the Proponents. Any such agreements will be annexed to the Plan Supplement or otherwise filed with the Bankruptcy Court. Details with respect to new and/or amended compensation or benefits programs that are expected to be entered into between the Reorganized Debtors and the management of the Reorganized Debtors will be provided in the Plan Supplement.

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     7. ACE Insurance Policies

     Nothing contained in the Plan, the Confirmation Order, any exhibit to the Plan, the Plan Supplement, or any other Plan document (including any provision that purports to be peremptory or supervening), shall in any way operate to impair, or have the effect of impairing, in any respect the legal, equitable or contractual rights and defenses of the insureds or insurers with respect to any ACE insurance policies and related agreements issued to or on behalf of the Debtors. The rights and obligations of the insureds and insurers under the ACE insurance policies and related agreements shall be determined under such policies and agreements, as applicable, including the terms, conditions, limitations and exclusions thereof, which shall remain in full force and effect and any applicable non-bankruptcy law. Regardless of whether the ACE insurance policies and related agreements are considered to be executory or not, the Reorganized Debtors will perform the Debtors’ obligations under the ACE insurance policies and related agreements, including any that remain unperformed as of the Effective Date of the Plan.

     8. Corporate Action

     Prior to, on, or after the Effective Date (as appropriate), all matters expressly provided for under the Plan that would otherwise require approval of the shareholders or directors of one or more of the Debtors or the Reorganized Debtors shall be deemed to have occurred and shall be in effect prior to, on, or after the Effective Date (as appropriate) pursuant to the applicable general corporation law of the states in which the Debtors or the Reorganized Debtors are incorporated without any requirement of further action by the shareholders or directors of the Debtors or the Reorganized Debtors.

     9. Exemption from Transfer Taxes

     Pursuant to section 1146(a) of the Bankruptcy Code, (a) the issuance, transfer or exchange of notes or equity securities under the Plan; (b) the creation of any mortgage, deed of trust, lien, pledge or other security interest; (c) the making or assignment of any lease or sublease; or (d) the making or delivery of any deed or other instrument of transfer under the Plan, including, without limitation, merger agreements, agreements of consolidation, restructuring, disposition, liquidation or dissolution, deeds, bills of sale, and transfers of tangible property, will not be subject to any stamp tax or other similar tax.

     10. Payment of Statutory Fees

     All fees payable pursuant to section 1930 of title 28 of the United States Code, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid on the Effective Date.

     11. Amendment or Modification of the Plan

     Subject to section 1127 of the Bankruptcy Code and, to the extent applicable, sections 1122, 1123 and 1125 of the Bankruptcy Code, the Proponents may alter, amend or modify the Plan or the Exhibits at any time prior to or after the Confirmation Date but prior to the substantial consummation of the Plan. A Holder of a Claim or Interest that has accepted the

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Plan shall be deemed to have accepted the Plan, as altered, amended or modified, if the proposed alteration, amendment or modification does not materially and adversely change the treatment of the Claim or Interest of such Holder.

     12. Severability of Plan Provisions

     If, prior to the Confirmation Date, any term or provision of the Plan is determined by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court will have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision will then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, Impaired or invalidated by such holding, alteration, or interpretation. The Confirmation Order will constitute a judicial determination and will provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms.

     13. Successors and Assigns

     The Plan shall be binding upon and inure to the benefit of the Debtors and their respective successors and assigns, including, without limitation, the Reorganized Debtors. The rights, benefits and obligations of any entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign of such entity; provided that Apollo shall only assign its rights to an affiliate and that any assignment under the Plan shall not relieve the assigning party of its obligations under the Plan.

     14. Revocation, Withdrawal or Non-Consummation

     The Proponents reserve the right to revoke or withdraw the Plan as to any or all of the Debtors prior to the Confirmation Date and to file subsequent plans of reorganization. If the Proponents revoke or withdraw the Plan as to any or all of the Debtors, or if confirmation or consummation as to any or all of the Debtors does not occur, then, with respect to such Debtors, (a) the Plan shall be null and void in all respects, and (b) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain any Claim or Interest or Class of Claims or Interests), assumption or rejection of executory contracts or leases affected by the Plan, and any document or agreement executed pursuant to the Plan shall be deemed null and void.

     15. Notice

     All notices, requests and demands to or upon the Proponents to be effective shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows:

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APOLLO MANAGEMENT VI, L.P.
c/o Apollo Management VI, L.P.
9 West 57th Street
New York, NY 10019
Telephone: (212) 515-3450
Facsimile: (212) 515-3251
Attn: Robert Seminara

with a copy to:

WACHTELL, LIPTON, ROSEN & KATZ
51 West 52nd Street
New York, NY 10019
Telephone: (212) 403-1000
Facsimile: (212) 403-2000
Attn: Philip Mindlin / Douglas K. Mayer / Andrew J. Nussbaum

and with a copy to:

MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Attn: Derek C. Abbott

Counsel to Apollo

-and-

PLIANT CORPORATION
1475 Woodfield Road, Suite 700
Schaumburg, IL 60173
Telephone: (847) 969-3300
Facsimile: (847) 240-2164
Attn: General Counsel

with a copy to:

SIDLEY AUSTIN LLP
One South Dearborn Street
Chicago, IL 60603
Telephone: (312) 853-7000
Facsimile: (312) 853-7036
Attn: Larry J. Nyhan

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and with a copy to:

YOUNG CONAWAY STARGATT & TAYLOR, LLP
The Brandywine Building
1000 West Street, 17th Floor
P.O. Box 391
Wilmington, DE 19899-0391
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Attn: Robert S. Brady

Counsel to the Debtors

     16. Governing Law

     Except to the extent that the Bankruptcy Code, the Bankruptcy Rules or other federal law is applicable, or to the extent that an exhibit or schedule to the Plan, the First Lien Notes Indenture, the Second Lien Notes Indenture or the Senior Subordinated Notes Indentures provide otherwise, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law of such jurisdiction.

     17. Tax Reporting and Compliance

     The Reorganized Debtors are hereby authorized, on behalf of each of the Debtors, to request an expedited determination under section 505 of the Bankruptcy Code of the tax liability of the Debtors for all taxable periods ending after the Petition Date through and including the Effective Date.

     18. Exhibits

     All Exhibits to the Plan are incorporated and are a part of the Plan as if set forth in full in the Plan.

     19. Filing of Additional Documents

     On or before substantial consummation of the Plan, the Proponents shall File such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan.

     20. Reservation of Rights

     Except as expressly set forth in the Plan, the Plan shall have no force and effect unless the Bankruptcy Court has entered the Confirmation Order.

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21. Disputes Concerning Canadian Claims Against and Interests in Canadian Debtors

     All disputes involving the rights of a Canadian entity that is (a) the Holder of a Claim against or an Interest in a Canadian Debtor and (b) not subject to the personal jurisdiction of the Bankruptcy Court will be determined by the Bankruptcy Court without prejudice to such entity’s right to seek to have such dispute heard instead by the Canadian Court. Notwithstanding the foregoing, all such Canadian entities will be bound by the terms and provisions of the Plan.

VI. VOTING PROCEDURES AND REQUIREMENTS

     The following section describes in summary fashion the procedures and requirements that have been established for voting on the Plan. If you are entitled to vote to accept or reject the Plan, you should receive a Ballot for the purpose of voting on the Plan.

     If you hold Claims in more than one Class and are entitled to vote such Claims in more than one Class, you will receive separate Ballots, which must be used for each separate Class of Claims. If you are entitled to vote and did not receive a Ballot, received a damaged Ballot or lost your Ballot please call the Voting Agent, Epiq Bankruptcy Solutions, LLC, at (646) 282-2500.

A. VOTING DEADLINE

     TO BE CONSIDERED FOR PURPOSES OF ACCEPTING OR REJECTING THE PLAN, ALL BALLOTS (INCLUDING THOSE BALLOTS TRANSMITTED BY VOTING NOMINEES) MUST BE RECEIVED BY THE VOTING AGENT NO LATER THAN THE VOTING DEADLINE OF 4:00 P.M. PREVAILING EASTERN TIME ON SEPTEMBER 25, 2009. ONLY THOSE BALLOTS ACTUALLY RECEIVED BY THE VOTING AGENT BEFORE THE VOTING DEADLINE WILL BE COUNTED AS EITHER ACCEPTING OR REJECTING THE PLAN. ALL BALLOTS MUST BE SENT TO THE FOLLOWING ADDRESS:

FOR FIRST CLASS MAIL:

PLIANT CORPORATION BALLOT PROCESSING CENTER
c/o EPIQ BANKRUPTCY SOLUTIONS, LLC
FDR STATION, P.O. BOX 5014
NEW YORK, NY 10150-5014

FOR OVERNIGHT MAIL AND HAND DELIVERY:

PLIANT CORPORATION BALLOT PROCESSING CENTER
C/O EPIQ BANKRUPTCY SOLUTIONS, LLC
757 THIRD AVENUE, 3RD FLOOR
NEW YORK, NY 10017

     Votes cannot be transmitted orally, by facsimile or by electronic mail. Accordingly, you are urged to return your signed and completed Ballot promptly. Any executed Ballot received

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that does not indicate either an acceptance or rejection of the Plan or that indicates both an acceptance and rejection of the Plan shall not be counted.

     THE PROPONENTS INTEND TO SEEK TO SATISFY THE REQUIREMENTS FOR CONFIRMATION OF THE PLAN UNDER THE CRAMDOWN PROVISIONS OF SECTION 1129(b) OF THE BANKRUPTCY CODE AS TO ANY CLASS DEEMED TO REJECT, AND MAY DO SO AS TO ANY CLASS THAT VOTES TO REJECT, THE PLAN, AND, IF REQUIRED, MAY AMEND THE PLAN TO CONFORM TO THE STANDARDS OF SUCH SECTION.

B. HOLDERS OF CLAIMS ENTITLED TO VOTE

     As detailed in Section V.F. above, the Proponents are soliciting votes on the Plan from the holders of Allowed Claims in Classes 4, 5 and 6. Also as detailed in Section V.F. above, with respect to the impaired Classes of Claims and Interests that are deemed to reject the Plan (Classes 7, 10, 11 and 12), the Proponents shall request that the Bankruptcy Court confirm the Plan pursuant to section 1129(b) of the Bankruptcy Code, and may so request as to any other Class of Claims that votes to reject the Plan.

C. VOTE REQUIRED FOR ACCEPTANCE BY A CLASS

     1. Class of Claims

     A Class of Claims shall have accepted the Plan if it is accepted by at least two-thirds (2/3) in amount and more than one-half (¹/2) in number of the Allowed Claims in such Class that have voted on the Plan in accordance with the Solicitation Order.

     2. Class of Interests

     A Class of Interests shall have accepted the Plan if it is accepted by at least two-thirds (2/3) in amount of the Allowed Interests in such Class that have voted on the Plan in accordance with the Solicitation Order.

D. VOTING PROCEDURES

     1. Ballots

     Each Ballot enclosed with this Disclosure Statement has been encoded with the Class into which the Claim has been placed under the Plan. All votes to accept or reject the Plan with respect to any Class of Claims must be cast by properly submitting the duly completed and executed form of Ballot designated for such Class. Holders of Impaired Claims voting on the Plan should complete and sign the Ballot in accordance with the instructions thereon, being sure to check the appropriate box entitled “Accept the Plan” or “Reject the Plan.” Any executed Ballot that does not indicate either an acceptance or rejection of the Plan or that indicates both an acceptance and rejection of the Plan will not be counted as a vote either to accept or reject the Plan.

     In addition, each Holder of a Claim entitled to vote on the Plan may elect, by checking the appropriate box on the Ballot, not to grant the releases contained in Section 10.2 of the Plan

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and the related injunction. All Holders of Claims who submit a Ballot without such box checked will be deemed to consent to the releases set forth in Section 10.2 of the Plan and the related injunction to the fullest extent permitted by applicable law.

     In order for your vote to be counted, you must complete and sign your original Ballot and return it in the envelope provided (only original signatures will be accepted). Each Ballot has been coded to reflect the Class of Claims it represents. Accordingly, in voting to accept or reject the Plan, you must use only the coded Ballot or Ballots sent to you with this Disclosure Statement.

     If you are a beneficial holder of a First Lien Note or Second Lien Note who receives a Ballot from a Voting Nominee, in order for your vote to be counted, your Ballot must be completed in accordance with the voting instructions on the Ballot and received by the Voting Nominee in enough time for the Voting Nominee to transmit a Master Ballot to the Voting Agent so that it is received no later than the Voting Deadline. The Voting Nominee must then transmit your Ballot to the Voting Agent so that it is received no later than the Voting Deadline. If you are the holder of any other type of Claim, in order for your vote to be counted, your Ballot must be properly completed in accordance with the voting instructions on the Ballot and returned to the Voting Agent so that it is received no later than the Voting Deadline. Any Ballot received after the Voting Deadline shall be counted at the sole discretion of the Proponents. Do not return any debt instruments or equity securities with your Ballot.

     All Ballots (including those Ballots transmitted by Voting Nominees) must be delivered to the Voting Agent, at its address set forth above, and received by the Voting Deadline. THE METHOD OF SUCH DELIVERY IS AT THE ELECTION AND RISK OF THE VOTER.

     If you are entitled to vote and you did not receive a Ballot, received a damaged Ballot or lost your Ballot, please contact the Voting Agent in the manner set forth in this Disclosure Statement.

     A vote on the Plan may be disregarded if the Bankruptcy Court determines, pursuant to Section 1126(e) of the Bankruptcy Code, that it was not solicited or procured in good faith or in accordance with the provisions of the Bankruptcy Code. The Solicitation Orders also set forth assumptions and procedures for tabulating Ballots that are not completed fully or correctly.

     2. Withdrawal or Change of Votes on the Plan

     After the Voting Deadline, no vote may be withdrawn without the prior consent of the Proponents, which consent shall be given in their sole discretion.

     Any holder who has submitted to the Voting Agent prior to the Voting Deadline a properly completed Ballot may change its vote by submitting to the Voting Agent prior to the Voting Deadline a subsequent properly completed Ballot for acceptance or rejection of the Plan. If more than one timely, properly completed Ballot is received with respect to the same Claim, the Ballot that will be counted for purposes of determining whether sufficient acceptances required to confirm the Plan have been received will be the Ballot that the Voting Agent determines was the last dated valid Ballot to be received.

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VII. CONFIRMATION OF THE PLAN

A. CONFIRMATION HEARING

     Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court, after notice, to hold a hearing on confirmation of a plan. The Confirmation Hearing pursuant to Section 1128 of the Bankruptcy Code will be held on October 6, 2009 at 2:00 p.m., prevailing Eastern Time, before the Honorable Mary F. Walrath, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Fifth Floor, Courtroom No. 4, Wilmington, Delaware 19801. The Confirmation Hearing may be adjourned from time to time by the Bankruptcy Court without further notice except for the announcement of adjournment at the Confirmation Hearing, or at any subsequent adjourned Confirmation Hearing.

     Section 1128(b) of the Bankruptcy Code provides that any party in interest may object to confirmation of a plan. Any objection to Confirmation of the Plan must: (i) be made in writing; (ii) state the name and address of the objecting party and the nature of the claim or interest of such party; (iii) state with particularity the legal and factual basis and nature of any objection to the Plan; and (iv) be filed with the Court, together with proof of service, and served so that it is received on or before September 25, 2009 at 4:00 p.m. prevailing Eastern Time by the following parties:

Counsel to Apollo:
WACHTELL, LIPTON, ROSEN & KATZ	MORRIS, NICHOLS, ARSHT & TUNNELL LLP
Philip Mindlin	Derek C. Abbott (No. 3376)
Douglas K. Mayer	Daniel B. Butz (No. 4227)
Andrew J. Nussbaum	1201 North Market Street
51 West 52nd Street	P.O. Box 1347
New York, NY 10019	Wilmington, DE 19899-1347
Telephone: (212) 403-1000	Telephone: (302) 658-9200
Facsimile: (212) 403-2000	Facsimile: (302) 658-3989
Counsel to the Debtors:
SIDLEY AUSTIN llp	YOUNG CONAWAY STARGATT & TAYLOR, llp
One South Dearborn Street	The Brandywine Building
Chicago, IL 60603	1000 West Street, 17th Floor
Telephone: (312) 853-7000	P.O. Box 391
Facsimile: (312) 853-7036	Wilmington, DE 19899-0391
Attn: Larry J. Nyhan	Telephone: (302) 571-6600
	Facsimile: (302) 571-1253
	Attn: Robert S. Brady

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The U.S. Trustee:
U.S. Trustee
Office of the United States Trustee
J. Caleb Boggs Federal Building
844 King Street, Suite 2207
Lock Box 35
Wilmington, DE 19801
Telephone: (302) 573-6491
Facsimile: (302) 573-6497
Attn: Mark S. Kenney
Counsel to the Official Committee of Unsecured Creditors:
LOWENSTEIN SANDLER pc	POLSINELLI SHUGHART pc
65 Livingston Avenue	222 Delaware Avenue, Suite 1101
Roseland, NJ 07068	Wilmington, DE 19801
Telephone: (973) 597-2548	Telephone: (302) 252-0922
Facsimile: (973) 597-2400	Facsimile: (302) 252-0921
Attn: Kenneth A. Rosen	Attn: Christopher A. Ward

     Objections to confirmation of the Plan are governed by Rule 9014 of the Bankruptcy Rules. UNLESS AN OBJECTION TO CONFIRMATION IS TIMELY AND PROPERLY SERVED AND FILED, IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT.

B. STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN

     At the Confirmation Hearing, the Bankruptcy Court will confirm the Plan only if all of the requirements of section 1129 of the Bankruptcy Code are met. Among the requirements for confirmation are that the Plan (i) is accepted by all impaired Classes of Claims and Interests or, if rejected by an impaired Class, that the Plan “does not discriminate unfairly” and is “fair and equitable” as to such Class, (ii) is feasible and (iii) is in the “best interests” of holders of Claims and Interests impaired under the Plan.

     AS EXPLAINED ABOVE, THE BANKRUPTCY CODE CONTAINS PROVISIONS FOR CONFIRMATION OF A PLAN EVEN IF IT IS NOT ACCEPTED BY ALL CLASSES. THESE SO-CALLED “CRAMDOWN” PROVISIONS ARE SET FORTH IN SECTION 1129(B) OF THE BANKRUPTCY CODE, WHICH PROVIDES THAT A PLAN OF REORGANIZATION CAN BE CONFIRMED EVEN IF IT HAS NOT BEEN ACCEPTED BY ALL IMPAIRED CLASSES OF CLAIMS AND INTERESTS AS LONG AS AT LEAST ONE IMPAIRED CLASS OF NON-INSIDER CLAIMS HAS VOTED TO ACCEPT THE PLAN.

     1. Acceptance

     Claims in 4, 5 and 6 are Impaired under the Plan, and, therefore, must accept the Plan in order for it to be confirmed without application of the “fair and equitable test,” described below, to such Classes. As stated above, Impaired Classes of Claims will have accepted the Plan if the Plan is accepted by at least two-thirds in dollar amount and a majority in number of the

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Claims of each such Class (other than any Claims of creditors designated under section 1126(e) of the Bankruptcy Code) that have voted to accept or reject the Plan. Impaired Classes of Interests will have accepted the Plan if the Plan is accepted by at least two-thirds in amount of the Interests of each such Class (other than any Claims of creditors designated under section 1126(e) of the Bankruptcy Code) have voted to accept the Plan.

     Claims and Interests in Classes 1, 2, 3, 8, 9 and 13 are Unimpaired under the Plan, and the holders of Allowed Claims in each of these Classes are conclusively presumed to have accepted the Plan.

     Claims and Interests in Classes 7, 10, 11 and 12 are Impaired and the holders of such Claims and Interests will not receive or retain any property under the Plan. Accordingly, Classes 7, 10, 11 and 12 are deemed not to have accepted the Plan and confirmation of the Plan will require application of the “fair and equitable test,” described below.

2. Fair and Equitable Test

     To obtain confirmation of the Plan, notwithstanding the non-acceptance or deemed non-acceptance of the Plan by any impaired Class of Claims or Interests, it must be demonstrated that the Plan “does not discriminate unfairly” and is “fair and equitable” with respect to such dissenting impaired Class. A plan does not discriminate unfairly as to a non-accepting class within the meaning of section 1129(b) of the Bankruptcy Code if the plan provides a treatment to such Class that is substantially equivalent to the treatment that is provided to other classes of equal rank. In determining whether a plan discriminates unfairly, courts will take into account a number of factors. Accordingly, a plan may treat two Classes of equal rank differently without unfair discrimination as to either Class. The Proponents believe that the Plan satisfies this standard.

     The Bankruptcy Code establishes separate “fair and equitable” tests for secured claims, unsecured claims and equity interests, summarized below:

          (a) Secured Creditors. The requirement that a plan be “fair and equitable” with respect to a non-accepting class of secured claims includes the requirements that (i) the holders of such claims retain the liens securing such claims to the extent of the allowed amount of the secured claims (whether the property subject to the liens is retained by the debtor or transferred to another entity under the plan), and each such holder receives on account of such claim deferred cash payments totaling at least the allowed amount of such claim, with a value as of the effective date of the plan at least equal to the value of such holder’s interest in the debtor’s interest in the property subject to the liens, or (ii) each impaired secured creditor in the class realizes the “indubitable equivalent” of such allowed secured claim.

          (b) Unsecured Creditors. Either (i) each holder of an impaired unsecured claim receives or retains under the plan property of a value equal to the amount of its allowed claim or (ii) the holders of claims and equity interests that are junior to the claims of the dissenting class will not receive or retain any property under the plan.

          (c) Interest Holders. Either (i) each holder of an equity interest will receive or retain under the plan property of a value equal to the greater of the fixed liquidation

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preference to which such holder is entitled, or the fixed redemption price to which such holder is entitled or the value of the equity interest, or (ii) the holders of equity interests that are junior to the non-accepting class will not receive or retain any property under the plan.

     THE PROPONENTS BELIEVE THAT THE PLAN MAY BE CONFIRMED ON A NONCONSENSUAL BASIS (PROVIDED AT LEAST ONE IMPAIRED CLASS OF CLAIMS VOTES TO ACCEPT THE PLAN). ACCORDINGLY, THE PROPONENT MAY ELECT TO DEMONSTRATE AT THE CONFIRMATION HEARING THAT THE PLAN SATISFIES THE REQUIREMENTS OF SECTION 1129(b) OF THE BANKRUPTCY CODE AS TO ANY NON-ACCEPTING CLASS.

3. Feasibility

     Pursuant to section 1129(a)(11) of the Bankruptcy Code, among other things, the Bankruptcy Court must determine that confirmation of the Plan is not likely to be followed by the liquidation or need for further financial reorganization of the Debtors or any successors to the Debtors under the Plan. This condition is often referred to as the “feasibility” of the Plan. The Proponents believe that the Plan satisfies this requirement.

     For purposes of determining whether the Plan meets this requirement, the financial advisors of the Proponents have analyzed the Debtors’ ability to meet their obligations under the Plan. As part of that analysis, the Debtors’ management has prepared consolidated projected financial results for the stand-alone Reorganized Debtors for each of the years ending December 31, 2009 through and including 2013 (the “Debtors’ Projections”). In addition, Apollo has prepared consolidated financial results for the contributed Berry Assets, synergies and the Intercompany Services Agreement for each of the years ending December 31, 2009 through and including 2013 (the “Apollo Projections,” together with the Debtors’ Projections, the “Projections”). These financial projections, and the assumptions on which they are based, are included in the Projections annexed hereto as Exhibit E.

     The Proponents have each prepared their respective Projections based upon certain assumptions that they believe to be reasonable under the current circumstances. The Projections have not been examined or compiled by independent accountants. Many of the assumptions on which the Projections are based are subject to significant uncertainties. Inevitably, some assumptions will not materialize, and unanticipated events and circumstances may affect the actual financial results. Therefore, the actual results achieved throughout the period covered by the Projections may vary from the projected results, and the variations may be material. All Holders of Claims that are entitled to vote to accept or reject the Plan are urged to examine carefully all of the assumptions on which the Projections are based in evaluating the Plan.

4. Best Interests Test and Liquidation Analysis

     The “best interests” test under section 1129 of the Bankruptcy Code requires as a condition to confirmation of a plan of reorganization that each holder of impaired claims or impaired interests receive property with a value not less than the amount such holder would receive in a chapter 7 liquidation. As indicated above, the Proponents believe that under the Plan, Holders of Impaired Claims and Impaired Interests will receive property with a value

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equal to or in excess of the value such Holders would receive in a liquidation of the Debtors under chapter 7 of the Bankruptcy Code.

     To estimate potential returns to Holders of Claims and Interests in a chapter 7 liquidation, the Proponents have determined the amount of liquidation proceeds that might be available for distribution (net of liquidation-related costs) and the allocation of such proceeds among the Classes of Claims and Interests based on their relative priority as set forth in the Bankruptcy Code. The Proponents considered many factors and data and assumed that the liquidation of all assets would be conducted in an orderly manner and, as such, the bids received for the Debtors’ significant assets would be, at most, materially no different from the bids that the Debtors have received from sales and inquiries in recent months. The liquidation proceeds available for distribution to holders of Claims against and Interests in the Debtors would consist of the net proceeds from the disposition of the Debtors’ assets, augmented by any other cash that the Debtors held and generated during the assumed holding period stated in the Plan and after deducting the incremental expenses of operating the business pending disposition.

     In general, as to each entity, liquidation proceeds would be allocated in the following priority:

• first, to the Claims of secured creditors to the extent of the value of their collateral;

• second, to the costs, fees and expenses of the liquidation, as well as other administrative expenses of the Debtors’ chapter 7 cases, including tax liabilities;

• third, to the unpaid Administrative Expense Claims;

• fourth, to Priority Tax Claims and other Claims entitled to priority in payment under the Bankruptcy Code;

• fifth, to Unsecured Claims; and

• sixth, to Interests.

     The Debtors’ liquidation costs in a chapter 7 case would include the compensation of a bankruptcy trustee, as well as compensation of counsel and other professionals retained by such trustee, asset disposition expenses, applicable taxes, litigation costs, Claims arising from the Debtors’ operation during the pendency of the chapter 7 cases and all unpaid Administrative Expense Claims that are allowed in the chapter 7 case. The liquidation itself might trigger certain Priority Claims, such as Claims for severance pay, and would likely accelerate Claims or, in the case of taxes, make it likely that the Internal Revenue Service would assert all of its claims as Priority Tax Claims rather than asserting them in due course as is expected to occur under the Chapter 11 Cases. These Priority Claims would be paid in full out of the net liquidation proceeds, after payment of secured Claims, chapter 7 costs of administration and other Administrative Expense Claims, and before the balance would be made available to pay Unsecured Claims or to make any distribution in respect of Interests.

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     The following chapter 7 Liquidation Analysis is provided solely to discuss the effects of a hypothetical chapter 7 liquidation of the Debtors and is subject to the assumptions set forth below. The Proponents cannot assure you that these assumptions would be accepted by a Bankruptcy Court. The chapter 7 Liquidation Analysis has not been independently audited or verified.

5. Liquidation Analysis

     The liquidation analysis is attached to this Disclosure Statement as Exhibit F (the “Liquidation Analysis”). This analysis is based upon a number of estimates and assumptions that are inherently subject to significant uncertainties and contingencies, many of which would be beyond the Proponents’ control. Accordingly, while the analyses contained in the Liquidation Analysis are necessarily presented with numerical specificity, the Proponents cannot assure you that the values assumed would be realized if the Debtors were in fact liquidated, nor can the Proponents assure you that the Bankruptcy Court would accept this analysis or concur with these assumptions in making its determinations under section 1129(a) of the Bankruptcy Code. ACTUAL LIQUIDATION PROCEEDS COULD BE MATERIALLY LOWER OR HIGHER THAN THE AMOUNTS SET FORTH IN EXHIBIT F. NO REPRESENTATION OR WARRANTY CAN OR IS BEING MADE WITH RESPECT TO THE ACTUAL PROCEEDS THAT COULD BE RECEIVED IN A CHAPTER 7 LIQUIDATION OF THE DEBTORS. THE LIQUIDATION VALUATIONS HAVE BEEN PREPARED SOLELY FOR PURPOSES OF ESTIMATING PROCEEDS AVAILABLE IN A CHAPTER 7 LIQUIDATION OF THE ESTATE AND DO NOT REPRESENT VALUES THAT MAY BE APPROPRIATE FOR ANY OTHER PURPOSE. NOTHING CONTAINED IN THESE VALUATIONS IS INTENDED TO OR MAY BE ASSERTED TO CONSTITUTE A CONCESSION OR ADMISSION OF ANY PERSON FOR ANY OTHER PURPOSE.

     The Liquidation Analysis is based upon the Debtors’ balance sheets as of December 31, 2008, and assumes that the actual December 31, 2008 balance sheets are conservative proxies for the balance sheets that would exist at the time the chapter 7 liquidation would commence.

     Under section 704 of the Bankruptcy Code, a chapter 7 trustee must, among other duties, collect and convert the property of a debtor’s estate to Cash and close the estate as expeditiously as is compatible with the best interests of the parties-in-interest. Consistent with these requirements, it is assumed for purposes of the Liquidation Analysis that a liquidation of the Debtors would commence under the direction of a chapter 7 trustee appointed by the Bankruptcy Court and would continue for a period of nine (9) months, during which time all of the Debtors’ major assets would either be sold or conveyed to their respective lien holders, and the Cash proceeds of such sales, net of liquidation-related costs, would then be distributed to the Debtors’ creditors. Although the liquidation of some assets might not require nine months to accomplish, other assets would be more difficult to collect or sell and hence would require a liquidation period substantially longer than nine months.

     The Proponents believe that the Plan will produce a greater recovery for the holders of Claims and Interests than would be achieved in a chapter 7 liquidation. Consequently, the Proponents believe that the Plan, which provides for the continuation of the Debtors’ businesses, will provide a substantially greater ultimate return to the Holders of Claims and Interests than would a chapter 7 liquidation.

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VIII. PROJECTED FINANCIAL INFORMATION AND REORGANIZATION VALUE

A. PROJECTED FINANCIAL INFORMATION

     The Debtors’ management has prepared the Debtors’ Projections, and Apollo has prepared the Apollo Projections, which are incorporated into the Projections and attached to this Disclosure Statement as Exhibit E. The principal assumptions that are part of the business plan and that underlie the Projections are set forth in Exhibit E.

     After the date of the Disclosure Statement, the Proponents and the Reorganized Debtors do not intend to update or otherwise revise the Projections to reflect circumstances existing since their preparation in June 2009 or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error. Furthermore, the Proponents and the Reorganized Debtors do not intend to update or revise the Projections to reflect changes in general economic or industry conditions.

     THE PROJECTIONS ATTACHED TO THIS DISCLOSURE STATEMENT AS EXHIBIT E WERE NOT PREPARED TO COMPLY WITH THE GUIDELINES FOR PROSPECTIVE FINANCIAL STATEMENTS PUBLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS. NEITHER THE DEBTORS’ NOR APOLLO’S INDEPENDENT ACCOUNTANTS HAVE EXAMINED OR COMPILED THE ACCOMPANYING PROJECTIONS AND ACCORDINGLY DO NOT EXPRESS AN OPINION OR ANY OTHER FORM OF ASSURANCE WITH RESPECT TO THE PROJECTIONS, ASSUME NO RESPONSIBILITY FOR THE PROJECTIONS AND DISCLAIM ANY ASSOCIATION WITH THE PROJECTIONS. EXCEPT FOR PURPOSES OF THIS DISCLOSURE STATEMENT, THE DEBTORS DO NOT PUBLISH PROJECTIONS OF ITS ANTICIPATED FINANCIAL POSITION OR RESULTS OF OPERATIONS. NEITHER APOLLO, THE DEBTORS, NOR THE REORGANIZED DEBTORS INTEND TO UPDATE OR OTHERWISE REVISE THESE PROJECTIONS TO REFLECT EVENTS OR CIRCUMSTANCES EXISTING OR ARISING AFTER THE DATE OF THIS DISCLOSURE STATEMENT OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

     THE ESTIMATES AND ASSUMPTIONS ON WHICH THE PROJECTIONS ARE BASED MAY NOT BE REALIZED, AND ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE COMPANY’S CONTROL. NO REPRESENTATIONS CAN BE OR ARE MADE AS TO WHETHER THE ACTUAL RESULTS WILL BE WITHIN THE RANGE SET FORTH IN ITS PROJECTIONS. SOME ASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE, AND EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THE PROJECTIONS WERE PREPARED MAY BE DIFFERENT FROM THOSE ASSUMED, OR MAY BE UNANTICIPATED, AND THEREFORE MAY AFFECT FINANCIAL RESULTS IN A MATERIAL AND POSSIBLY ADVERSE MANNER. THE PROJECTIONS, THEREFORE, MAY NOT BE RELIED UPON AS A GUARANTEE OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR. SEE ARTICLE X, “RISK FACTORS.”

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B. REORGANIZATION VALUE

     The Proponents have not prepared an independent valuation for the Reorganized Debtors with the addition of the contributed Berry Assets, synergies and Intercompany Services Agreement. However, based upon the proposed contribution to the Reorganized Debtors through the Rights Offering, the Proponents have determined that the implied total enterprise value for the Reorganized Debtors with the addition of the contributed Berry Assets is approximately $612.7 million. This implied total enterprise value reflects the sum of:

• The implied total equity value of the Reorganized Debtors of approximately $257.3 million, which is derived from the contribution of $193.0 million in cash under the Plan in exchange for 75% of the equity of the Reorganized Debtors (subject to dilution in the event Reorganized Pliant issues management compensatory stock options or other compensatory awards denominated in shares of New Common Stock); and

• Net debt and preferred stock at emergence of approximately $355.4 million, which is comprised of a revolving credit facility balance of $74.5 million, $250.0 million of New Senior Secured Notes, capital leases of $24.5 million, New Preferred Stock of $11.4 million, and cash of $5.0 million. The revolving credit facility balance does not reflect certain bankruptcy-related costs paid post emergence.

THE FOREGOING IMPLIED VALUATION IS BASED UPON A NUMBER OF ESTIMATES AND ASSUMPTIONS WHICH ARE INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES BEYOND THE CONTROL OF THE DEBTORS AND APOLLO. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE ESTIMATED IMPLIED VALUATION WOULD BE REALIZED IF THE PLAN WERE TO BECOME EFFECTIVE, AND ACTUAL RESULTS COULD VARY MATERIALLY FROM THOSE SHOWN HERE. ADDITIONALLY, THE POST-REORGANIZATION IMPLIED VALUE ESTIMATED DOES NOT NECESSARILY REFLECT, AND SHOULD NOT BE CONSTRUED AS REFLECTING, VALUES THAT WILL BE ATTAINED IN THE PUBLIC OR PRIVATE MARKETS. THE VALUE DESCRIBED IN THE ANALYSIS DOES NOT PURPORT TO BE AN ESTIMATE OF THE POST-REORGANIZATION MARKET TRADING VALUE. SUCH TRADING VALUE MAY BE MATERIALLY DIFFERENT FROM THE REORGANIZATION VALUE RANGES ASSOCIATED WITH THE REORGANIZED DEBTORS’ IMPLIED VALUATION ANALYSIS. INDEED, THERE CAN BE NO ASSURANCE THAT A TRADING MARKET WILL DEVELOP FOR THE NEW SECURITIES.

IX. DESCRIPTION OF DEBT AND CAPITAL STOCK OF REORGANIZED PLIANT

     On the Effective Date, the authorized capital stock of Reorganized Pliant will consist of 5,350,000 shares of capital stock, of which up to 5,000,000 shares shall be New Common Stock, and up to 350,000 shares shall be New Preferred Stock. On the Effective Date, Reorganized Pliant will also issue in exchange for claims New Senior Secured Notes in an aggregate amount of $250.0 million and 1,930,000 Rights to purchase New Common Stock in the Rights Offering.

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     On the Effective Date, Reorganized Pliant expects to issue, pursuant to the Plan: (a) a total of 514,666 shares of New Common Stock to Berry, members of Berry management (or an entity owned by them) (“Berry Management”) and a total of 1,930,00 shares of New Common Stock to Apollo and the other Holders of Second Lien Notes Claims exercising their Rights pursuant to the Rights Offering, (b) up to a total of 262,400 shares of New Preferred Stock to holders of Second Lien Notes Claims, (c) an aggregate of $250.0 million of New Senior Secured Notes to Holders of First Lien Notes Claims and (d) a total of 1,930,000 Rights to purchase all or a portion of its Pro Rata share of the Rights Allocation to holders of Holder of an Allowed Second Lien Notes Claim. The Rights represent the right to acquire 75% of the issued and outstanding shares of New Common Stock, immediately upon consummation of the Plan, subject to dilution in the event Reorganized Pliant issues management compensatory stock options or other compensatory awards denominated in shares of New Common Stock.

     Set forth below is a summary of (i) the terms of the New Common Stock, (ii) the terms of the New Preferred Stock, (iii) the terms of the New Senior Secured Notes and (iv) the terms of the Rights issued pursuant to the Rights Offering. To the extent that there is any inconsistency between this summary and the forms of the Certificate of Incorporation, the Certificate of Designations for the New Preferred Stock, and the Reorganized Pliant Shareholders Agreement attached to the Plan, the terms of each such document, as the case may be, shall control.

A. NEW COMMON STOCK

     The terms of the New Common Stock are set forth in their entirety in the Certificate of Incorporation of Reorganized Pliant, a form of which has been filed with the Bankruptcy Court as Exhibit 5.2(a)(1) to the Plan. The New Common Stock will not be publicly traded (unless the demand registration rights described below are exercised, the Board of Directors of Reorganized Pliant elects to register the common stock or Reorganized Pliant is required to register under the federal securities laws). In addition to the terms set forth in the Certificate of Incorporation, holders of New Common Stock will be subject to the Reorganized Pliant Shareholders Agreement, a form of which has been filed with the Bankruptcy Court as Exhibit 5.4(e) to the Plan.

1. Transfer Restrictions

     Until a qualifying initial public offering, no shares of New Common Stock shall be sold or otherwise transferred by a “Non-Investor Group” holder (defined as those holders not in the “Investor Group” comprising Apollo, Apollo Management, L.P. and Berry and their affiliates) except as contemplated by the Reorganized Pliant Shareholders Agreement. Permitted transfers include to a Non-Investment Group Holder’s affiliates who agree to be bound by the Reorganized Pliant Shareholders Agreement and in accordance with the tag-along, drag-along and call rights.

2. Drag-Along Transactions

     If any Investor Group holder receives a bona fide written offer from a third party, other than another member of the Investor Group, to purchase in any one transaction or in several transactions during any six-month period, more than 10% of the total number of shares of New Common Stock outstanding at such time, for a specified price payable in cash or otherwise and

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on specified terms and conditions, and the relevant Investor Group holder wishes to accept such an offer, the relevant Investor Group holder, must promptly notify the Non-Investor Group holders of the offer.

     If the relevant Investor Group holder advises the Non-Investor Group holders of its intention to accept the offer, then the Investor Group holder may accept the offer and all of the Non-Investor Group holders will be obligated, if and to the extent requested by the Investor Group holder, to sell their New Common Stock on the terms and conditions set forth in the offer.

     Upon the consummation of the transaction all of the Non-Investor Group holders must receive the same form and amount of consideration per share of New Common Stock and each Non-Investor Group holder is obligated to sell only the number of its shares of New Common Stock equal to its ownership percentage multiplied by the total number of shares of New Common Stock being purchased pursuant to the offer.

     In addition, the Non-Investor Group holders may not exercise any rights of appraisal or dissenters’ rights that such Non-Investor Group holder may have (whether under applicable law or otherwise) or could potentially have or acquire in connection with any drag-along transaction or any proposal that is necessary or desirable to consummate any such transaction.

3. Tag-Along Transactions

     If any Investor Group holder receives a bona fide offer from a third party other than another member of the Investor Group to purchase from the relevant Investor Group holder that number of shares which, in any one transaction or in several transactions during any six-month period, constitutes in the aggregate more than 10% of the total number of shares of New Common Stock outstanding at such time, for a specified price payable in cash or otherwise and on specified terms and conditions and the relevant Investor Group holder wishes to accept such offer, the relevant Investor Group holder must promptly forward a copy of the offer to the Non-Investor Group holders. The relevant Investor Group holder shall not sell any such New Common Stock unless the same terms and conditions as those of the offer are extended to each Non-Investor Group holder on a Pro Rata basis (such that each Non-Investor Group holder may sell the number of its shares of Common Stock equal to its Ownership Percentage multiplied by the total number of shares of Common Stock being purchased pursuant to the offer).

4. Berry Call Right

     At any time after the Effective Date until the earlier to occur of the seventh anniversary of the Effective Date or a Qualified IPO, as defined in the Reorganized Pliant Shareholders Agreement (such period the “Berry Option Exercise Period”), if Berry (or any affiliate of Berry) conducts or proposes to conduct (i) an initial public offering, (ii) a merger, consolidation or reorganization with a person other than an affiliate of Berry or (iii) a disposal of all or substantially all of the assets of the Berry and its subsidiaries taken as a whole to a person other than an affiliate of Berry, then Berry (or an affiliate designated by Berry) shall have the right to purchase, all of the Non-Investor Group holder’s shares of New Common Stock (each a “Berry Option”) at fair value as determined by the Board of Reorganized Pliant, and conditional on consummation of the transaction that triggered the Berry Option. The purchase price shall be

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payable in Berry’s discretion in cash, Berry securities or a combination thereof (and any consideration comprising Berry securities shall be valued at fair value as determined by Berry’s board of directors, or an independent investment banking firm). Before closing, Berry must obtain an opinion from a nationally recognized independent investment banking firm confirming the fairness from a financial perspective of the Berry purchase consideration received by Non-Investor Group Holders in respect of the exercise of the Berry Option. Berry may exercise the Berry Option in respect of the Non-Investor Group holders by giving notice thereof to the Non-Investor Group Holders at any time during the Berry Option Exercise Period. Berry may exercise the Berry Option more than once.

5. Registration Rights

     Subject to certain limitations set forth in the Reorganized Pliant Shareholders Agreement, if, for purposes of conducting a Qualified IPO or at any time after a Qualified IPO, as defined in the Reorganized Pliant Shareholders Agreement, Reorganized Pliant proposes to register any Common Stock for its own account (a “Company Registration”) or for the account of any stockholder (a “Stockholder Registration”) under the Securities Act by registration on Form S-1 or S-3 or any successor or similar form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation or incidental to an issuance of securities under Rule 144A under the Securities Act), it must at each such time give prompt written notice to the stockholders of its intention to do so. Upon the written request of a stockholder, made within 15 business days after the receipt of any such notice, Reorganized Pliant will use its commercially reasonable efforts to effect the registration under the Securities Act of all registrable securities which it has been so requested to register by the stockholders. Reorganized Pliant shall pay all registration expenses in connection with any registration of registrable securities.

     Among other requirements, stockholders seeking to exercise registration rights must supply any information reasonably requested by Reorganized Pliant in connection with the preparation of a registration statement and/or any other documents relating to such registered offering and to execute and deliver any agreements and instruments being executed by all participating holders on substantially the same terms reasonably requested to effectuate such registered offering, including an underwriting agreement, a custody agreement, and indemnification agreement and a “hold back” agreement pursuant to which such stockholder will agree not to sell or purchase any securities of the Reorganized Pliant for the same period of time following the registered offering as is agreed to by the other Stockholders having the right to include securities in the registered offering.

6. Board Composition

     The initial authorized number of directors on the Board of Reorganized Pliant shall be no fewer than eight. So long as the Investor Group holders collectively own in the aggregate a majority of the outstanding New Common Stock (i) the majority of shares of the Investor Group shall have the right to designate a majority of the directors to the Board and (ii) the majority of shares of the Non-Investor Group shall have the right to designate a whole number (rounding down) of directors to the Board that is closest to the product of the aggregate ownership

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percentage of Non-Investor Group Holders at such date and the authorized number of directors on the board at such date, provided that, the Non-Investor Group shall have the right to designate at least one director to the board so long as the Non-Investor Group holders collectively own in the aggregate at least 10% of the outstanding New Common Stock. The board shall at all times include independent directors to the extent required by applicable law or stock exchange rules.

7. Information Rights

     Until such time as Reorganized Pliant becomes a reporting company under the Exchange Act, the Company shall deliver the following reports to each Stockholder at the times specified below:

     Annual Reports. Within 105 days after the end of the first fiscal year of Reorganized Pliant ending after the Effective Date, and within 90 days after the end of each subsequent fiscal year of Reorganized Pliant, (i) an annual financial report for Reorganized Pliant, including a consolidated Balance Sheet as of the end of such fiscal year, a consolidated Statement of Income and a consolidated Statement of Cash Flows of Reorganized Pliant and its subsidiaries for such year, all prepared in accordance with generally accepted accounting principles and practices and audited by nationally recognized independent certified public accountants, (ii) management’s discussion and analysis of the financial results included in such reports and (iii) an auditor’s report in respect of such reports; and

     Quarterly Reports. Within 60 days after the end of the first 3 fiscal quarters of Reorganized Pliant (except the last quarter of Reorganized Pliant’s fiscal year) ending after the Effective Date, and within 45 days after the end of each subsequent fiscal quarter of Reorganized Pliant (except the last quarter of Reorganized Pliant’s fiscal year), quarterly unaudited financial statements, including an unaudited Balance Sheet, and an unaudited Statement of Income, together with management’s discussion and analysis of the financial results included in such reports.

B. NEW PREFERRED STOCK

     The terms of the New Preferred Stock are detailed in the Certificate of Designations of Series A Cumulative Perpetual Redeemable Preferred Stock. The form of Certificate of Designations for the New Preferred Stock has been filed as Exhibit 5.2(b) to the Plan. The New Preferred Stock is senior to the New Common Stock with respect to dividends and liquidation and has an aggregate liquidation preference equal to (a) (i) $87.50 multiplied by (ii) the amount of Allowed Second Lien Notes Claims not electing to receive a Pro Rata share of the Rights Allocation divided by 1000. Reorganized Pliant may redeem the New Preferred Stock at any time for 100% of the stated value of the New Preferred Stock, plus an amount equal to accumulated and unpaid dividends and, without duplication, accrued and unpaid dividends thereon, whether or not declared. At any time after the tenth anniversary of the issuance date of the New Preferred Stock, each holder may require Reorganized Pliant to redeem the New Preferred Stock for 100% of the stated value of the New Preferred Stock, plus an amount equal to accumulated and unpaid dividends and, without duplication, accrued and unpaid dividends thereon, whether or not declared. Holders of the New Preferred Stock will be entitled to a

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yearly 9% cumulative dividend payable yearly on the last day of September. The New Preferred Stock has no voting rights other than as required by law.

C. NEW SENIOR SECURED NOTES

     On the Effective Date, Reorganized Pliant will issue the New Senior Secured Notes in an aggregate principal amount equal to $250.0 million. The New Senior Secured Notes will bear interest at a rate of 11¹/2% per annum and will mature in 2015. Reorganized Pliant’s obligations in respect of the New Senior Secured Notes will be guaranteed by certain of its subsidiaries and secured (a) on a first priority basis by substantially all of Reorganized Pliant’s and its guarantor subsidiaries’ assets other than the assets described in clause (b) of this sentence and (b) on a second-priority basis by the accounts receivable and other rights to payment, inventory, all documents, instruments and general intangibles (including intellectual property) relating to accounts receivable and inventory, deposit accounts, cash and cash equivalents, and all products and proceeds of the foregoing, of Reorganized Pliant and its guarantor subsidiaries.

     No principal payments in respect of the New Senior Secured Notes will be due prior to maturity. The New Senior Secured Notes may be redeemed by Reorganized Pliant, in whole or in part from time to time, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest and additional interest, if any, to the redemption date if redeemed during the twelve-month period commencing on the anniversary of the issue date occurring in the years set forth below:

Year	Redemption Price
2009		100.000	%
2010		100.000	%
2011		103.000	%
2012		102.000	%
2013		101.000	%
2014 and thereafter		100.000	%

     If a change of control occurs, Reorganized Pliant must give holders of New Senior Secured Notes an opportunity to sell their notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest.

     The New Senior Secured Notes Indenture contains a number of customary covenants.

D. RIGHTS

     The terms of Rights are detailed in the Ballot to be delivered in respect of Second Lien Notes Claims pursuant to the Bankruptcy Plan. Each nontransferable Right shall give such Holder the right, but not the obligation, to subscribe for shares of New Common Stock at the Rights Strike Price per share. The Rights Strike Price per share is the result of dividing the Aggregate Rights Strike Price by the 1,930,000 shares of New Common Stock to be issued as part of the Rights Offering under the Plan (representing 75%, on a fully-diluted basis, of equity ownership of Reorganized Pliant, subject to dilution in the event Reorganized Pliant issues management compensatory stock options or other compensatory awards denominated in shares

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of New Common Stock). The Rights Strike Price per share will be announced at the hearing on confirmation of the Plan and will be a number between $94.09 and $100.00 per share, depending on the number of holders entitled to exercise Rights that choose to do so. (Apollo is committing in the Plan to exercise its Rights.) The Aggregate Rights Strike Price is (A) $193,000,000 less (B) the result of multiplying (i) $11,400,000 by (ii) a ratio, the numerator of which is the aggregate allowed amount of Non-Apollo Second Lien Notes Claims exercising Rights and the denominator of which is the aggregate allowed amount of Non-Apollo Second Lien Notes Claims. The ability to elect to exercise the Rights will expire if not exercised by 4:00p.m.., Eastern Time, on September 25, 2009. Holders may elect to receive Rights under the Plan; however, if no election is made or if such Holders do not exercise their Rights, such Holders will receive, in respect of each $1,000 of Allowed Claim in respect of which the Rights were distributed, (a) $87.50 in cash and $87.50 in liquidation preference of New Preferred Stock. Any Holder of an Allowed Second Lien Notes Claim that elects on the Ballot to receive and exercise Rights in the Rights Offering, in lieu of receiving cash and New Preferred Stock, but that does not tender the subscription price by the date instructed on the Ballot shall forfeit its Right to subscribe for shares of New Common Stock and shall receive no consideration in respect of its Claim, and Apollo and/or its affiliate(s) shall tender or cause the tendering of the unpaid subscription price pursuant to the Backstop Commitment Agreement without prejudice to any rights, claims or causes of action against such non-tendering Holder in respect of such failure to pay.

X. RISK FACTORS

     THE IMPLEMENTATION OF THE PLAN AND THE ISSUANCE OF NEW SECURITIES ON THE EFFECTIVE DATE ARE SUBJECT TO A NUMBER OF MATERIAL RISKS, INCLUDING THOSE ENUMERATED BELOW.

     IN EVALUATING WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN, HOLDERS OF CLAIMS AGAINST ANY OF THE DEBTORS ENTITLED TO VOTE ON THE PLAN SHOULD READ AND CAREFULLY CONSIDER THE RISK FACTORS SET FORTH BELOW, AS WELL AS THE OTHER INFORMATION SET FORTH IN THIS DISCLOSURE STATEMENT (AND THE DOCUMENTS DELIVERED TOGETHER HEREWITH AND/OR INCORPORATED BY REFERENCE HEREIN), PRIOR TO VOTING TO ACCEPT OR REJECT THE PLAN. THESE RISK FACTORS SHOULD NOT, HOWEVER, BE REGARDED AS CONSTITUTING THE ONLY RISKS INVOLVED IN CONNECTION WITH THE PLAN AND ITS IMPLEMENTATION, OR ALTERNATIVES TO THE PLAN.

     THESE RISK FACTORS CONTAIN CERTAIN STATEMENTS THAT ARE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS ARE SUBJECT TO A NUMBER OF ASSUMPTIONS, RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE PROPONENTS, INCLUDING THE IMPLEMENTATION OF THE PLAN, THE CONTINUING AVAILABILITY OF SUFFICIENT BORROWING CAPACITY OR OTHER FINANCING TO FUND OPERATIONS, THE PRICES AT WHICH THE COMPANY CAN SELL ITS PRODUCTS, THE AVAILABILITY AND COST OF RESIN AND OTHER RAW MATERIALS, CHANGES IN CREDIT TERMS FROM SUPPLIERS, CURRENCY EXCHANGE RATE FLUCTUATIONS, THE DEVELOPMENT OF NEW TECHNOLOGIES, ECONOMIC

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DOWNTURN, NATURAL DISASTERS AND UNUSUAL WEATHER CONDITIONS, TERRORIST ACTIONS OR ACTS OF WAR, OPERATING EFFICIENCIES, LABOR RELATIONS, ACTIONS OF GOVERNMENTAL BODIES AND OTHER MARKET AND COMPETITIVE CONDITIONS. HOLDERS OF CLAIMS ARE CAUTIONED THAT THE FORWARD-LOOKING STATEMENTS SPEAK AS OF THE DATE MADE AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE. ACTUAL RESULTS OR DEVELOPMENTS MAY DIFFER MATERIALLY FROM THE EXPECTATIONS EXPRESSED OR IMPLIED IN THE FORWARD-LOOKING STATEMENTS. NO PARTY, INCLUDING, WITHOUT LIMITATION, THE PROPONENTS OR THE REORGANIZED DEBTORS, UNDERTAKES AN OBLIGATION TO UPDATE ANY SUCH STATEMENTS.

A. GENERAL BANKRUPTCY LAW CONSIDERATIONS

1. Failure to Obtain Confirmation of the Plan May Result in Liquidation or Alternative Plan on Less Favorable Terms

     Although the Proponents believe that the Plan will satisfy all requirements for confirmation under the Bankruptcy Code, there can be no assurance that the Bankruptcy Court will reach the same conclusion. Moreover, there can be no assurance that modifications to the Plan will not be required for confirmation or that such modifications would not be sufficiently material as to necessitate the resolicitation of votes on the Plan.

     The Plan provides that the Proponents reserve the right to seek confirmation of the Plan under section 1129(b) of the Bankruptcy Code, to the extent applicable, in view of the deemed rejection by Classes 7, 10, 11 and 12. In the event that Classes 4, 5 and/or 6 fail to accept the Plan in accordance with section 1126(c) and 1129(a)(8) of the Bankruptcy Code, the Proponents reserve the right: (a) to request that the Bankruptcy Court confirm the Plan in accordance with section 1129(b) of the Bankruptcy Code; and/or (b) to modify the Plan in accordance with Section 12.11 of the Plan. While the Proponents believe that the Plan satisfies the requirements for non-consensual confirmation under section 1129(b) of the Bankruptcy Code because it does not “discriminate unfairly” and is “fair and equitable” with respect to the Classes that reject or are deemed to reject the Plan, there can be no assurance that the Bankruptcy Court will reach the same conclusion. There can be no assurance that any such challenge to the requirements for non-consensual confirmation will not delay the Debtors’ emergence from chapter 11 or prevent confirmation of the Plan.

     If the Plan is not confirmed, there can be no assurance that the Chapter 11 Cases will continue rather than be converted into chapter 7 liquidation cases or that any alternative plan or plans of reorganization would be on terms as favorable to the holders of Claims against any of the Debtors as the terms of the Plan. If a liquidation or protracted reorganization of the Debtors’ Estates were to occur, there is a substantial risk that the Debtors’ going concern value would be substantially eroded to the detriment of all stakeholders.

2. Failure of Occurrence of the Effective Date May Result in Liquidation or Alternative Plan on Less Favorable Terms

     Although the Proponents believe that the Effective Date may occur shortly after the Confirmation Date, there can be no assurance as to such timing. The occurrence of the Effective

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Date is also subject to certain conditions precedent as described in Article IX of the Plan. Failure to meet any of these conditions could result in the Plan not being consummated.

     If the Confirmation Order is vacated, (a) the Plan shall be null and void in all respects; (b) any settlement of Claims or Interests provided for in the Plan shall be null and void without further order of the Bankruptcy Court; and (c) the time within which the Debtors may assume and assign or reject all executory contracts and unexpired leases shall be extended for a period of one hundred twenty (120) days after the date the Confirmation Order is vacated.

     If the Effective Date of the Plan does not occur, there can be no assurance that the Chapter 11 Cases will continue rather than be converted into chapter 7 liquidation cases or that any alternative plan or plans of reorganization would be on terms as favorable to the holders of Claims against any of the Debtors as the terms of the Plan. If a liquidation or protracted reorganization of the Debtors’ Estates were to occur, there is a substantial risk that the Debtors’ going concern value would be eroded to the detriment of all stakeholders.

B. OTHER RISK FACTORS

1. Variances from Projections May Affect Ability to Pay Obligations

     The Proponents have prepared the projected financial information contained in this Disclosure Statement relating to the Reorganized Debtors, including the pro forma financial statements attached as Exhibit E to this Disclosure Statement, in connection with the development of the Plan and in order to present the anticipated effects of the Plan and the transactions contemplated thereby. The Projections are intended to illustrate the estimated effects of the Plan and certain related transactions on the results of operations, cash flow and financial position of the Reorganized Debtors for the periods indicated. The Projections are qualified by the introductory paragraphs thereto and the accompanying assumptions, and must be read in conjunction with such introductory paragraphs and assumptions, which constitute an integral part of the Projections. The Projections are based upon a variety of assumptions as set forth therein, and Reorganized Debtors’ future operating results are subject to and likely to be affected by a number of factors, including significant business, economic and competitive uncertainties, many of which are beyond the control of the Reorganized Debtors. In addition, unanticipated events and circumstances occurring subsequent to the date of this Disclosure Statement may affect the actual financial results of the Reorganized Debtors’ operations. Accordingly, actual results may vary materially from those shown in the Projections, which may adversely affect the ability of the Reorganized Debtors to pay the obligations owing to certain holders of Claims entitled to distributions under the Plan and other indebtedness incurred after confirmation of the Plan.

     The Proponents believe that the industries in which the Reorganized Debtors will be operating are volatile due to numerous factors, all of which make accurate forecasting very difficult. Although it is not possible to predict all risks associated with the Projections and their underlying assumptions, there are some risks presently capable of identification. The Projections assume that all aspects of the Plan will be successfully implemented on the terms set forth in this Disclosure Statement and that the publicity associated with the bankruptcy proceeding contemplated by the Plan will not adversely affect the Reorganized Debtors’ operating results. There can be no assurance that these two assumptions are accurate, and the

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failure of the Plan to be successfully implemented, or adverse publicity, could have a materially detrimental effect on the Reorganized Debtors’ businesses, results of operations and financial condition.

     Moreover, the Projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. Rather, the Projections were developed in connection with the planning, negotiation and development of the Plan. The Proponents and the Reorganized Debtors do not undertake any obligation to update or otherwise revise the Projections to reflect events or circumstances existing or arising after the date of this Disclosure Statement or to reflect the occurrence of unanticipated events. The Projections should not be regarded as a representation, guaranty or other assurance by the Proponents, Reorganized Pliant, the Reorganized Debtors or any other person that the Projections will be achieved and holders are therefore cautioned not to place undue reliance on the projected financial information contained in this Disclosure Statement.

2. Extent of Leverage May Limit Ability to Obtain Additional Financing for Operations

     Although the Plan will result in the elimination of debt, the Reorganized Debtors will continue to have a significant amount of indebtedness.

     Such levels of indebtedness may limit the ability of the Reorganized Debtors to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes. Such levels of indebtedness may also limit the ability of the Reorganized Debtors to adjust to changing market conditions and to withstand competitive pressures, possibly leaving the Reorganized Debtors vulnerable in a downturn in general economic conditions or in their businesses or unable to carry out capital spending that is important to their growth and productivity improvement programs.

3. Uncertainty Regarding Exit Facility Credit Agreement May Adversely Affect Success of Reorganization

     The exact terms of the Exit Facility Credit Agreement have not yet been finalized. In addition any inability of Reorganized Pliant to satisfy the financial covenants and maintain sufficient inventory and receivables levels could restrict the ability of Reorganized Pliant to fully access the maximum amount that may be borrowed under the Exit Facility Credit Agreement. These uncertainties with respect to the Exit Facility Credit Agreement may adversely affect the success of the reorganization of the Reorganized Debtors.

4. Assumptions Regarding Value of the Debtors’ Assets May Prove Incorrect

     It has been generally assumed in the preparation of the Projections that the historical book value of the Debtors’ assets approximates those assets’ fair value, except for specific adjustments. For financial reporting purposes, the fair value of the Debtors’ assets must be determined as of the Effective Date. This determination will be based on an independent valuation. Although the Proponents do not presently expect this valuation to result in values

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that are materially greater or less than the values assumed in the preparation of the Projections, the Proponents can make no assurances with respect thereto.

5. Historical Financial Information May Not Be Comparable

     As a result of the consummation of the Plan and the transactions contemplated thereby, the financial condition and results of operations of the Reorganized Debtors from and after the Effective Date may not be comparable to the financial condition or results of operations reflected in the Debtors’ historical financial statements.

6. Market and Business Risks May Adversely Affect Business Performance

     In the normal course of business, the Debtors are subject to the following types of risks and variables, which the Proponents anticipate may materially affect their business performance following the Effective Date:¹⁴

• General economic and business conditions, particularly the current economic downturn;

• The Debtors’ ability to generate cost savings and manufacturing and operational efficiencies sufficient to achieve the financial performance set forth in the Projections, including, but not limited to, initiatives to obtain new business and to generate and manage working capital consistent with the Projections and the underlying assumptions thereto;

• Variations in the financial or operational condition of the Debtors’ significant customers;

• Material shortages, transportation systems delays or other difficulties in markets where the Debtors purchase supplies for the manufacturing of their products;

• Significant work stoppages, disputes or any other difficulties in labor markets where the Debtors obtain materials necessary for the manufacturing of their products or where their products are manufactured, distributed or sold;

• Increased development of competitive alternatives to the Debtors’ products;

• Fluctuations in interest rates;

• Unscheduled plant shutdowns;

• Increased operating costs;

• Changes in prices and supply of raw materials;

¹⁴ See also Pliant’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2008 (attached as Exhibit G hereto) and the additional “Risk Factors” contained therein.

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• Changes in credit terms offered by the Debtors’ suppliers;

• The Debtors’ ability to obtain cash adequate to fund their needs, including the borrowings available under the Exit Facility Credit Agreement;

• Various worldwide economic and political factors, changes in economic conditions, currency fluctuations and devaluations, credit risks in foreign markets or political instability in foreign countries where the Debtors and the Affiliates have manufacturing operations or suppliers;

• Physical damage to or loss of significant manufacturing or distribution property, plant and equipment due to fire, weather or other factors beyond the Debtors’ control;

• Legislative activities of governments, agencies and similar organizations, both in the United States and in foreign countries, that may affect the operations of the Debtors and their Affiliates;

• The Debtors’ ability to comply with government regulations, including public market disclosure requirements, such as those contained within the Sarbanes-Oxley Act;

• Legal actions and claims of undetermined merit and amount involving, among other things, product liability, recalls of products manufactured or sold by the Debtors and environmental and safety issues involving the Debtors’ products or facilities; and

• Possible terrorist attacks or acts of aggression or war, which could exacerbate other risks such as slowed production or interruptions in the transportation system.

7. Failure to Maintain Customer Relationships May Adversely Affect Financial Results

     The loss of one or more major customers, or a material reduction in sales to these customers as a result of competition from other film manufacturers, in-sourcing of film requirements or other factors, would have a material adverse effect on the Company’s results of operations.

8. Foreign Currency Risk May Adversely Affect Financial Results

     The Debtors are subject to the risk of changes in foreign currency exchange rates due to their global operations. The Company manufactures and sells its products in North America, Latin America, Europe and Australia. As a result, the Debtors’ financial results could be significantly affected by factors, such as changes in foreign currency exchange rates or weak economic conditions in foreign markets in which the Debtors manufacture and distribute their products. The Debtors’ operating results are primarily exposed to changes in exchange rates between the United States dollar and Canadian currency.

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9. Failure to Attract and Incentivize Management and Employees May Adversely Affect Financial Results

     Successful and profitable operation of the Reorganized Debtors requires the Reorganized Debtors to find and retain highly skilled management and employees. Among the Debtors’ most valuable assets are their highly skilled professionals who have the ability to leave the Debtors and so deprive the Debtors of valuable skills and knowledge that contribute substantially to their business operations. The Proponents cannot be sure that it will ultimately be able to retain these valuable professionals and, if not, that it will be able to replace such personnel with comparable personnel. In addition, the Proponents cannot be sure that key personnel will not leave after consummation of the Plan and emergence from chapter 11. Further attrition may hinder the Debtors’ ability to operate efficiently, which could have a material adverse effect on their results of operations and financial condition.

10. Cost of Compliance with Government Regulation May Adversely Affect Financial Results

     The Debtors are subject to various foreign, federal, state and local laws and regulations that affect the conduct of their operations, including environmental laws. The Proponents cannot provide assurance that compliance with these laws and regulations or the adoption of modified or additional laws and regulations will not require large expenditures by the Debtors or otherwise have a significant effect on the Debtors’ financial condition or results of operations. Among other laws, a change in the tax laws of the United States or Canada could materially affect the consequences of the Plan to the Debtors and the Holders of Claims, as described herein. See Articles XI and XII.

11. Volatile Resin Prices May Affect Ability to Recover Raw Material Costs

     As discussed above, Resin constitutes the major raw material for the Debtors’ products. While the Debtors are diversifying their supply base, today the Debtors still purchase most of their Resin from major oil companies and petrochemical companies in North America. The price of Resins is a function of, among other things, manufacturing capacity, demand, and the price of crude oil and natural gas. Resin shortages or significant increases in the price of Resin have had and could continue to have a significant adverse effect on the Debtors’ businesses. High crude oil and natural gas pricing have had significant impact on the price and supply of Resins. If high Resin pricing continues, the Debtors may be limited in their ability to pass through such costs to their customers.

12. Intellectual Property May Not Be Adequately Protected

     The Debtors rely on patents, trademarks and licenses to protect their intellectual property, which is significant to their businesses. The Debtors also rely on unpatented proprietary know-how, continuing technological innovations and other trade secrets to develop and maintain their competitive position. The Debtors routinely seek to protect their patents, trademarks and other intellectual property, but their precautions may not provide meaningful protection against competitors or protect the value of their trademarks. In addition to their own patents, trade secrets and proprietary know-how the Debtors license from other parties, the right to use some of their intellectual property. The Debtors routinely enter into confidentiality

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agreements to protect their trade secrets and property know-how. However such agreements may be breached, may not provide meaningful protection or may not contain adequate remedies for the Debtors if they are breached.

13. Other Manufacturers May Have a Competitive Advantage

     The markets in which the Company operates are highly competitive on the basis of service, product quality, product innovation and price. Small- and medium-sized manufacturers service a large portion of the film and flexible packaging market, and there are relatively few large national manufacturers. In addition to competition from many smaller competitors, the Company faces competition from a number of large film and flexible packaging companies. Some of the Company’s competitors are substantially larger, are more diversified and have greater resources, creating certain competitive advantages.

14. The Predicted Synergies with Berry May Not Be Realized

     The success of the Reorganization will depend, in part, on the Reorganized Debtors’ ability to successfully combine the Berry Assets into the Reorganized Debtors and realize the anticipated benefits and cost savings from the addition of those assets. If the Reorganized Debtors are not able to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits and cost savings anticipated from the contribution of the Berry Assets may not be realized fully, or at all, or may take longer to realize than expected and the value of Reorganized Debtors may be adversely affected.

     Integration efforts will also divert management attention and resources. An inability to realize the full extent of, or any of, the anticipated benefits of the contribution of the Berry Assets, as well as any delays encountered in the integration process, could have an adverse effect on the Reorganized Debtors’ business and results of operations, which may affect the value of Reorganized Debtors. In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual cost and sales synergies, if achieved at all, may be lower than expected and may take longer to achieve than anticipated.

15. Assumptions Regarding Value of the Berry Assets May Prove Incorrect

     It has been generally assumed in the preparation of the Projections that the historical book value of the Berry Assets approximates those assets’ fair value, except for specific adjustments. For financial reporting purposes, the fair value of the Berry Assets must be determined as of the Effective Date. This determination will be based on an independent valuation. Although Apollo does not presently expect this valuation to result in values that are materially greater or less than the values assumed in the preparation of the Projections, Apollo can make no assurances with respect thereto.

16. One of the Proponents of the Plan May Have Different Interests from Other Claims Holders

     Apollo, a proponent of the Plan and its affiliates have a wide range of investments in the plastics and related industries, including owning a controlling interest in Berry. The Plan

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includes provisions to provide for the independent management and operation of the Reorganized Debtors; however, Apollo will control a majority of Reorganized Pliant’s board of directors as well as a majority of the common stock of the Reorganized Debtors. As a result, Apollo, while it will have a substantial investment and interest in the Reorganized Debtors, will also have interests different from or in addition to the Holders of other Claims. Additionally, Apollo will receive the Arrangement and Structuring Fee.

17. Apollo, as the Controlling Shareholder of Reorganized Pliant, May Have Conflicts of Interests with the Holders of Claims Who Receive Interests in Reorganized Pliant

     As noted, Apollo has investments in other businesses, including Berry. In addition, the Plan contemplates that to the fullest extent permitted by Delaware law, the Reorganized Debtors will waive the application of corporate opportunity provisions to the Reorganized Debtor and its directors, including Apollo’s nominees. As such, it is possible that Apollo and/or Berry will be engaged in transactions which may conflict with the interests of the Holders who receive interests in Reorganized Pliant.

18. Foreign Filings

     As with any acquisition of equity in bankruptcy, the Plan may be subject to mandatory filings with and review by governmental authorities under the antitrust laws of various jurisdictions throughout the world. This could potentially lead to delays in implementing the Plan, and, while this is not expected, no assurance can be given that the relevant governmental authorities will not block the Plan or impose conditions on its implementation.

C. RISKS TO CREDITORS WHO WILL RECEIVE SECURITIES

     The ultimate recoveries under the Plan to holders of Classes 4, 5 and 6 that receive securities pursuant to the Plan will depend on the realizable value of the New Common Stock, New Preferred Stock, and the New Senior Secured Notes. All the securities to be issued pursuant to the Plan, are subject to a number of material risks, including, but not limited to, those specified below. Prior to voting on the Plan, each Holder of Claims in Classes 4, 5 and 6 should carefully consider the risk factors specified or referred to below, as well as all of the information contained in the Plan.

1. Lack of Established Market for the Securities May Adversely Affect Liquidity

     There can be no assurance that an active market for the New Common Stock, the New Preferred Stock or the New Senior Secured Notes will develop, nor can any assurance be given as to the prices at which such stock might be traded. The New Common Stock , the New Preferred Stock and the New Senior Secured Notes to be issued under the Plan will not be listed on or traded on any nationally recognized market or exchange. Further, the New Common Stock, New Preferred Stock and New Senior Secured Notes to be issued under the Plan have not been registered under the Securities Act of 1933 (as amended, together with the rules and regulations promulgated thereunder, the “Securities Act”), any state securities laws or the laws of any other jurisdiction. Absent such registration, the New Common Stock, the New Preferred Stock and the New Senior Secured Notes may be offered or sold only in transactions that are not

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subject to or that are exempt from the registration requirements of the Securities Act and other applicable securities laws. As explained in more detail in Article XIII (Certain Federal, State and Foreign Securities Law Considerations), most recipients of New Common Stock will be able to resell such securities without registration pursuant to the exemption provided by Section 4(1) of the Securities Act.

2. Lack of Dividends on Securities May Adversely Affect Liquidity

     The Proponents do not anticipate that cash dividends or other distributions will be made by Reorganized Pliant or the Reorganized Debtors with respect to the New Common Stock in the foreseeable future. In addition, covenants in certain debt instruments to which Reorganized Pliant or the Reorganized Debtors will be a party may restrict the ability of Reorganized Pliant or the Reorganized Debtors to pay dividends and make certain other payments. Further, such restrictions on dividends may have an adverse impact on the market demand for New Common Stock as certain institutional investors may invest only in dividend-paying equity securities or may operate under other restrictions that may prohibit or limit their ability to invest in the securities issued pursuant to the Plan.

XI. CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES OF THE PLAN

     The following discussion is a summary of certain United States federal income tax aspects of the Plan, is for general information purposes only, and should not be relied upon for purposes of determining the specific tax consequences of the Plan with respect to a particular holder of a Claim or Interest. This discussion does not purport to be a complete analysis or listing of all potential tax considerations.

     This discussion is based on existing provisions of the Internal Revenue Code of 1986, as amended (the “IRC”), existing and proposed Treasury Regulations promulgated thereunder, and current administrative rulings and court decisions. Legislative, judicial, or administrative changes or interpretations enacted or promulgated after the date hereof could alter or modify the analyses set forth below with respect to the United States federal income tax consequences of the Plan. Any such changes or interpretations may be retroactive and could significantly affect the United States federal income tax consequences of the Plan.

     No ruling has been requested or obtained from the Internal Revenue Service (the “IRS”) with respect to any tax aspects of the Plan and no opinion of counsel has been sought or obtained with respect thereto. No representations or assurances are being made to the holders of Claims or Interests with respect to the United States federal income tax consequences described herein.

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     IRS CIRCULAR 230 DISCLOSURE: ANY DISCUSSION OF UNITED STATES FEDERAL TAX ISSUES CONTAINED IN THIS DISCLOSURE STATEMENT (INCLUDING ANY ATTACHMENTS) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY PERSON FOR THE PURPOSE OF AVOIDING UNITED STATES FEDERAL TAX PENALTIES THAT MAY BE IMPOSED ON SUCH PERSON. ANY

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DISCUSSION OF UNITED STATES FEDERAL TAX ISSUES CONTAINED IN THIS DISCLOSURE STATEMENT (INCLUDING ANY ATTACHMENTS) IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED BY THE DISCLOSURE STATEMENT. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

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A. FEDERAL INCOME TAX CONSEQUENCES TO THE DEBTORS

1. Cancellation of Indebtedness Income

     Under the IRC, a taxpayer generally must recognize income from the cancellation of debt (“COD Income”) to the extent that its indebtedness is discharged during the taxable year for an amount less than its adjusted issue price (determined in the manner described below). The amount of COD Income, in general, is the excess of (a) the adjusted issue price (determined in the manner described below) of the indebtedness discharged, over (b) the sum of the issue price of any new indebtedness of the taxpayer (determined in the manner described below), the amount of cash paid and the fair market value of any consideration given in the exchange for such indebtedness at the time of the exchange.

     Section 108(a)(1)(A) of the IRC provides an exception to this rule, however, where a taxpayer is under the jurisdiction of a court in a case under title 11 of the United States Code and the discharge of debt is granted, or is effected pursuant to a plan approved, by the Bankruptcy Court. In this case, instead of recognizing income, the taxpayer is required, under Section 108(b) of the IRC, to reduce certain of its tax attributes by the amount of COD Income. The attributes of the taxpayer are to be reduced in the following order: net operating losses (“NOLs”), general business and minimum tax credit carryforwards, capital loss carryforwards, the basis of the taxpayer’s assets, and finally, foreign tax credit tax carryforwards (collectively, “Tax Attributes”). Section 108(b)(5) of the IRC permits a taxpayer to elect to first apply the reduction to the basis of the taxpayer’s depreciable assets, with any remaining balance applied to the taxpayer’s other Tax Attributes in the order stated above. In addition to the foregoing, Section 108(e)(2) of the IRC provides a further exception to the recognition of COD Income upon the discharge of debt, providing that a taxpayer will not recognize COD Income to the extent that the taxpayer’s satisfaction of the debt would have given rise to a deduction for United States federal income tax purposes. Unlike Section 108(b) of the IRC, Section 108(e)(2) does not require a reduction in the taxpayer’s Tax Attributes as a result of the nonrecognition of COD Income. Thus, the effect of Section 108(e)(2) of the IRC, where applicable, is to allow a taxpayer to discharge indebtedness without recognizing income and without reducing its Tax Attributes.

     If as a result of having their debt reduced in connection with their bankruptcy the Debtors do not recognize COD Income from the discharge of indebtedness pursuant to the Plan, certain Tax Attributes of the Debtors will be reduced or eliminated.

     To the extent that the Debtors are required to reduce their Tax Attributes, the mechanics of such attribute reduction will be governed by Treasury Regulation § 1.1502-28, which contains

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rules that apply where the debtor corporation is a member of a group filing a consolidated return. These rules generally provide that the Tax Attributes attributable to the debtor corporation are the first to be reduced. For this purpose, Tax Attributes attributable to the debtor member include consolidated Tax Attributes (such as consolidated NOLs) that are attributable to the debtor member pursuant to the consolidated return regulations, and also include the basis of property of the debtor (including subsidiary stock), all of which are reduced in the order described above. To the extent that the COD Income of the debtor member exceeds the Tax Attributes attributable to it, the consolidated Tax Attributes attributable to other members of the consolidated group must be reduced. In the case of a consolidated group with multiple debtor members, each debtor member’s Tax Attributes must be reduced before such member’s COD Income can be reduced by Tax Attributes attributable to other members of the consolidated group. In addition, to the extent that the debtor corporation is required to reduce its basis in the stock of another group member, the lower-tier member also must reduce its Tax Attributes, including the consolidated Tax Attributes attributable to that lower-tier member. Any required attribute reduction will take place after the Debtors have determined their taxable income, and any federal income tax liability, for the taxable year in which the Effective Date occurs.

     Under Section 108(i) of the IRC, a taxpayer can elect under certain circumstances to defer the inclusion in gross income of COD Income resulting from a discharge of indebtedness occurring between January 1, 2009 and December 31, 2010. If the election is made with respect to COD Income resulting from a discharge of indebtedness occurring in 2009, the COD Income will be includible in gross income by the Debtor ratably over the five-taxable-year period beginning with the fifth taxable year following the taxable year in which the discharge of indebtedness occurred.

2. Net Operating Losses and Other Tax Attributes

     As a general rule, an NOL incurred by a taxpayer during a taxable year can be carried back and deducted from its taxable income generated within the two preceding taxable years and the remainder can be carried forward and deducted from the taxpayer’s taxable income over the 20 succeeding taxable years. The Debtors’ consolidated NOLs may currently be subject to significant limitations on use under Section 382 of the IRC as a result of one or more earlier “ownership changes” (see “Annual Section 382 Limitation on Use of NOLs” below), and, therefore, may be of limited value to the Debtors.

     As explained above, the Debtors’ consolidated NOLs and other Tax Attributes may be reduced or eliminated as of the beginning of the taxable year following the year in which the Effective Date occurs if COD Income is realized but not recognized on implementation of the Plan. If COD Income that may be realized on implementation of the Plan exceeds the amount of the Debtors’ consolidated NOLs as of the end of the year in which the Plan is implemented, Reorganized Pliant would not have NOLs to carry forward to the year following the year in which the Plan is implemented. In addition, if the realized COD Income exceeds the amount of the Debtors’ consolidated NOLs, the Debtors will be required to reduce additional Tax Attributes to the extent of such excess in the manner described above.

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3. Annual Section 382 Limitation on Use of NOLs

     Section 382 of the IRC contains certain rules limiting the amount of NOLs a corporate taxpayer can utilize in the years following an “ownership change.” These rules are relevant only if (i) the loss corporation has NOLs to carry forward to years after the date of the ownership change and/or (ii) the loss corporation has “net unrealized built-in losses” (i.e., net losses economically accrued but unrecognized as of the date of the ownership change in excess of a threshold amount) as of the date of the ownership change. As noted above, the Reorganized Pliant may not have NOLs to carry forward to the year following the year in which the Plan is implemented. In addition, the Debtors may not have “net unrealized built-in losses” as of the date of the ownership change for purposes of Section 382 of the IRC, and in such case, these rules will not apply to the Reorganized Pliant.

4. Accrued Interest

     To the extent that the consideration issued to holders of Claims pursuant to the Plan is attributable to accrued but unpaid interest, the Debtors should be entitled to interest deductions in the amount of such accrued interest, but only to the extent the Debtors have not already deducted such amount. The Debtors should not have COD Income from the discharge of any accrued but unpaid interest pursuant to the Plan to the extent that the payment of such interest would have given rise to a deduction pursuant to Section 108(e)(2) of the IRC, as discussed above.

5. Federal Alternative Minimum Tax

     A corporation may incur alternative minimum tax liability even where NOL carryovers and other tax attributes are sufficient to eliminate its taxable income as computed under the regular corporate income tax. It is possible that Reorganized Pliant will be liable for the alternative minimum tax.

B. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF CLAIMS AND INTERESTS

     The United States federal income tax consequences of the transactions contemplated by the Plan to holders of Claims and Interests will depend upon a number of factors. For purposes of the following discussion, a “United States Person” is any person or entity (1) who is a citizen or resident of the United States, (2) that is a corporation (or entity treated as a corporation) created or organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) that is an estate, the income of which is subject to United States federal income taxation regardless of its source or (4) that is a trust (a) the administration over which a United States Person can exercise primary supervision and all of the substantial decisions of which one or more United States Persons have the authority to control; or (b) that has elected to be treated as a United States Person for United States federal income tax purposes. In the case of a partnership, the United States federal income tax treatment of its partners will depend on the status of the partner and the activities of the partnership. Holders of a Claim or Interest who are partners in a partnership should consult their tax advisors. A “Non-United States Person” is any person or entity (other than a partnership) that is not a United States Person. For purposes of the following discussion and unless otherwise noted below, the term “Holder” shall mean a

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holder of a Claim or Interest that is a United States Person. The general United States federal income tax consequences to holders of Claims or Interests that are Non-United States Persons are discussed below under the caption “Non-United States Persons.”

     EACH HOLDER OF A CLAIM OR INTEREST AFFECTED BY THE PLAN (WHETHER A UNITED STATES PERSON OR A NON-UNITED STATES PERSON) IS STRONGLY URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE TRANSACTIONS DESCRIBED HEREIN AND IN THE PLAN.

1. United States Persons

     The United States federal income tax consequences to Holders of Claims and the character and amount of income, gain or loss recognized as a consequence of the Plan and the distributions provided for thereby will depend upon, among other things, (1) the manner in which a Holder acquired a Claim; (2) the length of time the Claim has been held; (3) whether the Claim was acquired at a discount; (4) whether the Holder has taken a bad debt deduction with respect to the Claim (or any portion thereof) in the current or prior years; (5) whether the Holder has previously included in income accrued but unpaid interest with respect to the Claim; (6) the method of tax accounting of the Holder; and (7) whether the Claim is an installment obligation for United States federal income tax purposes. Certain holders of Claims or Interests (such as foreign persons, S corporations, regulated investment companies, insurance companies, financial institutions, small business investment companies, broker-dealers, Apollo and its affiliates and tax-exempt organizations) may be subject to special rules not addressed in this summary. This discussion addresses only those Holders that hold Claims or Interests and Rights Allocations, New Senior Secured Notes, New Preferred Stock and New Common Stock received pursuant to the Plan as capital assets within the meaning of Section 1221 of the IRC. This discussion does not address all aspects of United States federal income taxes that may be relevant to such Holders. Furthermore, there may be state, local, and/or foreign income or other tax considerations or United States federal estate and gift tax considerations applicable to Holders of Claims or Interests, which are not addressed herein.

          (a) General. If not otherwise so required, a Holder that receives stock in exchange for its Claim will be required to treat gain recognized on a subsequent sale or other taxable disposition of such stock as ordinary income to the extent of any bad debt deductions taken with respect to the Claim and any ordinary loss deductions incurred upon satisfaction of the Claim, less any income (other than interest income) recognized by the Holder upon satisfaction of its Claim. In the case of any Holder that computes its taxable income under the cash receipts and disbursements method, proper adjustments shall be made for any amounts which would have been included in a Holder’s gross income if the Holder’s Claim had been satisfied in full, but which were not included in income. Holders that are described in this paragraph should consult their tax advisors as to the application of the rules to them in view of their particular circumstances.

          (b) Accrued Interest. To the extent that amounts or property received by a Holder are attributable to accrued interest, such amount should be taxable to the Holder as interest income to the extent not already included in income. A Holder who previously included in its income accrued but unpaid interest attributable to its Claim should recognize an

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ordinary loss to the extent that such accrued but unpaid interest is not satisfied. Although the manner in which consideration is to be allocated between accrued interest and principal for these purposes is unclear under present law, the Debtors will, consistent with the Plan, allocate for United States federal income tax purposes the consideration paid pursuant to the Plan with respect to a Claim first to the principal amount of such Claim as determined for United States federal income tax purposes and then to accrued interest, if any, with respect to such Claim. Accordingly, in cases where a Holder receives consideration in an amount that is less than the principal amount of its Claim, the Debtors intend to allocate the full amount of consideration transferred to such Holder to the principal amount of such obligation and to take the position that no amount of the consideration to be received by such Holder is attributable to accrued interest. There is no assurance that such allocation will be respected by the IRS for United States federal income tax purposes.

          (c) Market Discount. The market discount provisions of the IRC may apply to Holders of certain Claims. In general, a debt obligation that is acquired by a holder in the secondary market is a “market discount bond” as to that holder if the sum of all remaining payments to be made on the debt instrument excluding “qualified stated interest” (or, in the case of a debt obligation having original issue discount, its adjusted issue price, determined in the manner described below) exceeds, by more than a statutory de minimis amount, the tax basis of the debt obligation in the holder’s hands immediately after its acquisition. If a Holder has accrued market discount with respect to its Claims and such Holder recognizes gain upon the exchange of its Claims for property pursuant to the Plan, such Holder may be required to include as ordinary income the amount of such accrued market discount to the extent of such recognized gain. To the extent such accrued market discount exceeds the gain such Holder recognizes upon the exchange of its Claim for property pursuant to the Plan, such Holder may be required to include as ordinary income the amount of such excess accrued market discount upon the disposition of the property received pursuant to the Plan. Holders who have accrued market discount with respect to their Claims should consult their tax advisors as to the application of the market discount rules to them in view of their particular circumstances.

          (d) Issue Price. The determination of “issue price” of a debt instrument for purposes of this analysis will depend, in part, on whether the debt instrument is traded on an “established securities market” within the meaning of the Treasury Regulations. The issue price of a debt instrument that is traded on an established market (or, where the debt instrument is not so traded, that is issued for property so traded) would be the fair market value of such debt instrument (or, where the debt is not so traded, such other property so traded) on the issue date as determined by such trading. The issue price of a debt instrument that is neither so traded nor issued for property so traded would be its stated principal amount (provided that the interest on the debt instrument exceeds the applicable IRS federal rate).

          (e) Definition of “Security.” The term “security” is not defined in the IRC or in the Treasury Regulations. Whether an instrument constitutes a “security” for United States federal income tax purposes is determined based on all of the facts and circumstances. Certain authorities have held that one factor to be considered is the length of the initial term of the debt instrument. These authorities have indicated that an initial term of less than five years is evidence that the instrument is not a security, whereas an initial term of ten years or more is evidence that it is a security. Treatment of an instrument with an initial term between five and

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ten years is generally unsettled. Numerous factors other than the term of an instrument could be taken into account in determining whether a debt instrument is a security, including, but not limited to, whether repayment is secured, the level of creditworthiness of the obligor, whether or not the instrument is subordinated, whether the Holders have the right to vote or otherwise participate in the management of the obligor, whether the instrument is convertible into an equity interest, whether payments of interest are fixed, variable or contingent and whether such payments are made on a current basis or are accrued.

          (f) Holders of Class 3 Claims. Holders of Class 3 Claims will realize and recognize gain or loss for United States federal income tax purposes as a result of the consummation of the Plan equal to the difference between their adjusted tax bases in their Claims immediately prior to the Effective Date and the amount of Cash they receive pursuant to the Plan. Such gain or loss should be capital in nature (subject to the “accrued interest” and “market discount” rules described above) and should be long term capital gain or loss if the Claims were held for more than one year by the Holder. The deductibility of capital losses is subject to limitations.

          (g) Holders of Class 4 Claims.

i) General

     A Holder of a Class 4 Claim will realize gain or loss for United States federal income tax purposes on the exchange of its Class 4 Claim equal to the difference between (i) the adjusted tax basis in the Class 4 Claim surrendered in the exchange, and (ii) the sum of the issue price of the New Senior Secured Note (determined in the manner described above) and the amount of Cash received.

     The tax consequences to a Holder of a Class 4 Claim depend, in part, on whether the Class 4 Claim and the New Senior Secured Note are each a “security” for United States federal income tax purposes (See “Definition of Security” above).

     If the Class 4 Claim does not constitute a “security” for United States federal income tax purposes or if the New Senior Secured Note does not constitute a “security” for United States federal income tax purposes, then the exchange of the Class 4 Claim will be a taxable transaction, and the Holder of such Claim will be required to recognize gain or loss equal to the full amount of its gain or loss realized on the exchange. Such gain or loss should be capital in nature (subject to the “accrued interest” and “market discount” rules described above) and should be long term capital gain or loss if the Claims were held for more than one year by the Holder. The deductibility of capital losses is subject to limitations. In such a case, a Holder’s tax basis in the New Senior Secured Note it receives in the exchange will generally equal the issue price of the New Senior Secured Note (determined in the manner described above), and such Holder’s holding period in its New Senior Secured Note would commence on the day after the Effective Date.

     If an exchange of the Class 4 Claim is not described in the paragraph immediately above, then the exchange may be treated as a recapitalization for United States federal income tax purposes. In such a case, a Class 4 Claim Holder will not recognize any loss, but will recognize gain equal to the lesser of (a) any gain realized for United States federal income tax purposes

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with respect to the exchange of its Class 4 Claim, and (b) the amount of cash received. Such gain should be capital in nature (subject to the “accrued interest” and “market discount” rules described above) and should be long term capital gain if the Claims were held for more than one year by the Holder. In such a case, a Class 4 Claim Holder’s aggregate tax basis in the New Senior Secured Note it receives in the exchange should equal its adjusted tax basis in the Class 4 Claim, increase by the amount of gain recognized, if any, and decreased by the amount of cash received, and such Holder’s holding period in the New Senior Secured Note it receives should include its holding period in the Class 4 Claim surrendered.

ii) Ownership and Disposition of the New Senior Secured Notes

     Payment of Interest. Payments of interest on the New Senior Secured Note generally will be taxable as ordinary income at the time such payments are accrued or are received (in accordance with the Holder’s regular method of tax accounting).

     Additional Payments. The terms of the New Senior Secured Notes provide for payments by Reorganized Pliant in excess of stated interest or principal under certain circumstances. According to Treasury Regulations, the possibility that certain payments in excess of stated interest or principal will be made will not affect the amount of interest income a Holder recognizes, in advance of the payment of such excess amounts, if there is only a remote chance as of the date the notes were issued that such payments will be made. We intend to take the position, in general, that any payments of such excess amounts should not be taxable to a Holder prior to a change in circumstances relating to these contingencies. This position (and this discussion) are based in part on the assumption that as of the Effective Date, the likelihood that Reorganized Pliant will pay such excess amounts is remote. The position that these contingencies are remote is binding on a Holder unless such Holder discloses its contrary position in the manner required by applicable Treasury Regulations. Our position is not, however, binding on the IRS, and if the IRS were to challenge this position, a Holder might be required to include income on its New Senior Secured Note in excess of stated interest and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a New Senior Secured Note before resolution of the contingencies. In the event a contingency occurs, it would affect the amounts and timing of the income recognized by a Holder.

     Original Issue Discount. If the face amount of a New Senior Secured Note exceeds its issue price (determined in the manner described above) by more than a de minimis amount (which is generally one-fourth of 1% of the face amount multiplied by the number of complete years to maturity), the excess will constitute original issue discount (“OID”) for United States federal income tax purposes. A holder of a New Senior Secured Note that is issued with OID would, regardless of its method of tax accounting, be required to include the discount in ordinary income as interest for United States federal income tax purposes as it accrues in accordance with a constant yield method based upon a compounding of interest, before receiving the cash to which that interest income is attributable. In such a case, the Holder’s tax basis in the New Senior Secured Note will be increased by the amount of OID includible in the Holder’s gross income as it accrues, and any payment from the Debtor to the holder, other than payments of stated interest, will decrease the Holder’s tax basis in the New Senior Secured Note. A Holder’s OID inclusion may be reduced if such Holder’s adjusted tax basis in the New Senior Secured Note immediately after the exchange is less than or equal to the stated

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redemption price at maturity, but exceeds the adjusted issue price of the New Senior Secured Note.

     Bond Premium. If a Holder’s tax basis in a New Senior Secured Note immediately after it is received in the exchange exceeds the sum of all amounts payable on the New Senior Secured Note (other than stated interest), the excess will constitute amortizable bond premium. In such case, the Holder will not be required to include any OID on the New Senior Secured Note in income, and the Holder generally may elect to deduct against its interest income on the New Senior Secured Note the portion of the amortizable bond premium allocable to such year, determined in accordance with a constant yield method. The Holder’s tax basis in the New Senior Secured Note will be decreased by the amount of bond premium used to offset interest income. An election to deduct amortizable bond premium applies to all taxable bonds held during or after the taxable year for which the election is made and can be revoked only with the consent of the IRS.

     Sale, Exchange, Redemption or other Taxable Disposition. Upon the sale, exchange, redemption or other taxable disposition of a New Senior Secured Note, a Holder will generally recognize gain or loss equal to the difference, if any, between (a) the amount realized on the disposition, and (b) the Holder’s adjusted tax basis in the New Senior Secured Note. Any such gain or loss will generally be long term capital gain or loss if the Holder held the New Senior Secured Note for more than one year on the date of the disposition. A Holder who has market discount with respect to a New Senior Secured Note will generally be required to treat gain realized on the disposition of the New Senior Secured Note as ordinary income to the extent of market discount accrued to the date of the disposition, less any accrued market discount previously reported as ordinary income.

          (h) Holders of Class 5 Claims.

i) Holders of Class 5 Claims That Exercise the Rights Under the Rights Allocation

(A) General

     The treatment of Holders of Class 5 Claims that exercise the rights under the Rights Allocation is unclear under present law. The transaction might be viewed as the receipt of New Common Stock in exchange for the Holder’s Class 5 Claim and the cash subscription price. Alternatively, the transaction might be viewed as the receipt of the Rights Allocation in exchange for the Holder’s Class 5 Claim, and the subsequent exercise of the rights pursuant to the Rights Allocation. The remainder of this discussion assumes that the transaction will be so viewed.

     Holders of Class 5 Claims that exercise the rights under the Rights Allocation should consult their tax advisors as to the application of the rules to, and the treatment of, the transaction.

     Such Holder of a Class 5 Claim will realize gain or loss for United States federal income tax purposes on the exchange of its Class 5 Claim equal to the difference between (i) the

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adjusted tax basis in the Class 5 Claim surrendered in the exchange, and (ii) the fair market value of the Rights Allocation.

     The tax consequences to a Holder of a Class 5 Claim depend, in part, on whether the Class 5 Claim is a “security” for United States federal income tax purposes (See “Definition of Security” above).

     If the Class 5 Claim does not constitute a “security” for United States federal income tax purposes, then the exchange of the Class 5 Claim will be a taxable transaction, and the Holder of such Claim will be required to recognize gain or loss equal to the full amount of its gain or loss realized on the exchange. Such gain or loss should be capital in nature (subject to the “accrued interest” and “market discount” rules described above) and should be long term capital gain or loss if the Claims were held for more than one year by the Holder. The deductibility of capital losses is subject to limitations. In such a case, a Holder’s tax basis in the Rights Allocation it receives in the exchange will generally equal the fair market value of the Rights Allocation, and such Holder’s holding period in its Rights Allocation would commence on the day after the Effective Date.

     If a Holder’s Class 5 Claim is treated as a “security” for United States federal income tax purposes, then the exchange of the Class 5 Claim may be treated as a recapitalization for United States federal income tax purposes. In such a case, a Class 5 Claim Holder will not recognize any gain or loss on the exchange, the Class 5 Claim Holder’s aggregate tax basis in the Rights Allocation it receives in the exchange should equal its adjusted tax basis in its Class 5 Claim , and such Holder’s holding period in the Rights Allocation it receives should include its holding period in the Class 5 Claim surrendered.

(B) Exercise of Rights Allocation

     A holder of a Rights Allocation will generally not recognize gain or loss for United States federal income tax purposes on the exercise of its Rights Allocation received pursuant to the Plan. The holder’s tax basis in the New Common Stock acquired through exercise of the Rights Allocation will equal the sum of the amount paid for the New Common Stock and the holder’s tax basis in the Rights Allocation, determined as described above. The holder’s holding period in the New Common Stock acquired through exercise or exchange will generally begin on or after the exercise date, as the case may be.

ii) Holders of Class 5 Claims That Receive New Preferred Stock and Cash in Lieu of the Rights Allocation

(A) General

     Holders of Class 5 Claims that receive New Preferred Stock and Cash in lieu of the Rights Allocation should consult their tax advisors as to the application of the rules to, and the treatment of, the transaction.

     The remainder of this discussion assumes that the transaction will be treated consistent with its form for United States federal income tax purposes, but the treatment is not entirely clear.

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     Such Holder of a Class 5 Claim will realize gain or loss for United States federal income tax purposes on the exchange of its Class 5 Claim equal to the difference between (i) the adjusted tax basis in the Class 5 Claim surrendered in the exchange, and (ii) the sum of the fair market value of the New Preferred Stock and the amount of Cash received.

     The tax consequences to a Holder of a Class 5 Claim depend, in part, on whether its Class 5 Claim is a “security” for United States federal income tax purposes (See “Definition of ‘Security’” above).

     If the Class 5 Claim does not constitute a “security” for United States federal income tax purposes ), then the exchange of the Class 5 Claim will be a taxable transaction, and the Holder of such Claim will be required to recognize gain or loss equal to the full amount of its gain or loss realized on the exchange. Such gain or loss should be capital in nature (subject to the “accrued interest” and “market discount” rules described above) and should be long term capital gain or loss if the Claims were held for more than one year by the Holder. The deductibility of capital losses is subject to limitations. In such a case, a Holder’s tax basis in the New Preferred Stock it receives in the exchange will generally equal the fair market value of the New Preferred Stock, and such Holder’s holding period in its New Preferred Stock would commence on the day after the Effective Date.

     If the Class 5 Claim does constitute a “security” for United States federal income tax purposes, then the exchange may be treated as a recapitalization for United States federal income tax purposes. In such a case, a Class 5 Claim Holder will not recognize any loss, but will recognize gain equal to the lesser of (a) any gain realized for United States federal income tax purposes with respect to the exchange of its Class 5 Claim, and (b) the amount of cash received. Such gain should be capital in nature (subject to the “accrued interest” and “market discount” rules described above) and should be long term capital gain if the Claims were held for more than one year by the Holder. In such a case, a Class 5 Claim Holder’s aggregate tax basis in the New Preferred Stock should equal its adjusted tax basis in its Class 5 Claim, increased by the amount of gain recognized, if any, and decreased by the amount of cash received, and such Holder’s holding period in the New Preferred Stock should include its holding period in the Class 5 Claim surrendered.

(B) Ownership and Disposition of the New Preferred Stock

     Distributions. Generally, any distribution with respect to the New Preferred Stock that is paid out of Reorganized Pliant’s current or accumulated earnings and profits, as determined for United States federal income tax purposes, will constitute a dividend and will be includible in gross income by a holder when paid.

     Dividends received by a corporate holder may be eligible for the dividends received deduction if the holder meets certain holding period and other requirement. Dividends received by a non-corporate holder, for taxable years beginning before January 1, 2011, may qualify for taxation at a reduced rate if the holder meets certain holding period and other applicable requirements.

     Distributions with respect to the New Preferred Stock in excess of Reorganized Pliant’s current or accumulated earnings and profits would be treated first as a non-taxable return of

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capital to the extent of a holder’s basis in the New Preferred Stock (thus reducing such tax basis dollar-for-dollar), and thereafter as capital gain, which will be long term capital gain if the holder has held such New Preferred Stock at the time of distribution for more than one year.

     Under certain circumstances, the cumulative dividend on the New Preferred Stock could be treated as a redemption premium. In such a case, the holder of the New Preferred Stock could be required to include the amount of such cumulative dividend in gross income on an annual basis, in advance of the receipt of cash attributable to such income, in the same manner as redemption premium described below under “—Constructive Distributions.”

     Constructive Distributions. Under Section 305 of the IRC, if the redemption price of the New Preferred Stock exceeds its issue price by more than a de minimus amount, the excess (referred to as the “redemption premium”) may be taxable as a constructive distribution. Such a constructive distribution would be taken into account in generally the same manner as original issue discount would be taken into account if the New Preferred Stock were treated as a debt instrument for United States federal income tax purposes. In such a case, the holder of the New Preferred Stock would be required to include the amount of the redemption premium in gross income on an annual basis under a constant yield accrual method, regardless of its regular method of tax accounting, in advance of the receipt of cash attributable to such income. Any constructive distribution generally would be treated in the same manner as distributions described above under “—Distributions.”

     Sale, Exchange or other Taxable Disposition. Upon a sale, exchange or other disposition of the New Preferred Stock, a holder generally will recognize gain or loss equal to the difference between the amount realized on the disposition and the holder’s adjusted tax basis in the New Preferred Stock. A holder’s adjusted tax basis in the New Preferred Stock at the time of any such disposition generally should equal the holder’s initial tax basis in the New Preferred Stock (as described above), reduced by the amount of any cash distributions treated as a return of capital as described above, and reduced as provided under Section 1059 of the IRC. Such gain or loss should generally be capital in nature and should be long term capital gain or loss if the New Preferred Stock was held for more than one year by the holder. The deductibility of capital losses is subject to limitations.

     If a Holder of Class 5 Claims elects to receive the Rights Allocation with respect to only a portion of the Surrendered Claims held by such Holder such Holder should consult its tax advisor as to the application of the rules to, and the treatment of, the transaction.

          (i) Holders of Class 6 Claims. Holders of Class 6 Claims will realize and recognize gain or loss for United States federal income tax purposes as a result of the consummation of the Plan equal to the difference between their adjusted tax bases in their Claims immediately prior to the Effective Date and the amount of Cash received. Such gain or loss should be capital in nature (subject to the “accrued interest” and “market discount” rules described above) and should be long term capital gain or loss if the Claims were held for more than one year by the Holder. The deductibility of capital losses is subject to limitations.

          (j) Holders of Class 7 Claims. Pursuant to the Plan, all Class 7 Claims will be extinguished, and Holders of Class 7 Claims will receive nothing in exchange for such Claims. As a result, each Holder of a Class 7 Claim generally should recognize a loss equal to the

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Holder’s tax basis in such Claim extinguished under the Plan unless the Holder previously claimed a loss with respect to such Claim under its regular method of accounting. Such loss should be capital in nature (subject to the “accrued interest” rules described above) and should be long term capital loss if the Claims were held for more than one year by the Holder. The deductibility of capital losses is subject to limitations.

          (k) Holders of Class 8 Claims. Holders of Class 8 Claims will realize and recognize gain or loss for United States federal income tax purposes as a result of the consummation of the Plan equal to the difference between their adjusted tax bases in their Claims immediately prior to the Effective Date and the amount of Cash they receive pursuant to the Plan. Such gain or loss should be capital in nature (subject to the “accrued interest” and “market discount” rules described above) and should be long term capital gain or loss if the Claims were held for more than one year by the Holder. The deductibility of capital losses is subject to limitations.

          (l) Holders of Class 10 Claims. Each Holder of a Class 10 Claim generally should recognize a loss equal to the Holder’s tax basis in such Claim extinguished under the Plan unless the Holder previously claimed a loss with respect to such Claim under its regular method of accounting. Such loss should be capital in nature (subject to the “accrued interest” rules described above) and should be long term capital loss if the Claims were held for more than one year by the Holder. The deductibility of capital losses is subject to limitations.

          (m) Holders of Class 11 and Class 12 Interests. Each Holder of a Class 11 and/or Class 12 Interest generally should recognize a loss equal to the Holder’s tax basis in such Interests extinguished under the Plan unless the Holder previously claimed a loss with respect to such Interests under its regular method of accounting. Such loss should be capital in nature (subject to the “accrued interest” rules described above) and should be long term capital loss if the Claims were held for more than one year by the Holder. The deductibility of capital losses is subject to limitations.

2. Non-United States Persons

     This discussion does not address all aspects of United States federal income taxes that may be relevant to Non-United States Persons that are Holders of a Claim or Interest, and does not deal with federal taxes other than federal income tax or with foreign, state, local or other tax considerations. Special rules, not discussed here, may apply to certain Non-United States Persons, including (1) U.S. expatriates, (2) controlled foreign corporations, (3) passive foreign investment companies, and (4) corporations that accumulate earnings to avoid United States federal income tax. Such Non-United States Persons should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

     This discussion addresses only those Non-United States Persons that hold Claims or Interests and Rights Allocations, New Senior Secured Notes, New Preferred Stock and New Common Stock received pursuant to the Plan as capital assets within the meaning of Section 1221 of the IRC.

     A Holder of a Claim that is a Non-United States Person generally will not be subject to United States federal income tax with respect to property (including money) received in

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exchange for such Claim pursuant to the Plan (including the sale, exchange or disposition of such property), unless (i) such Holder is engaged in a trade or business in the United States to which income, gain or loss from the exchange is “effectively connected” for United States federal income tax purposes, (ii) if such Holder is an individual, such Holder is present in the United States for 183 days or more during the taxable year of the exchange and certain other requirements are met, or (iii) such property (or money) is received in exchange for accrued interest and the portfolio interest exemption (described below) is not satisfied. A Holder of a Claim that is a Non-United States Person could be subject to United States federal income tax with respect to property received in exchange for such Claim pursuant to the Plan if the Debtor is, or becomes, a United States real property holding corporation for United States federal income tax purposes. The determination of whether the Debtor is such a United States real property holding corporation is based upon the fair market value (or in certain circumstances, book value) of the Debtor’s United States real estate and other assets, which will vary from time to time. The remainder of this discussion assumes that the Debtor is not, and will not become, a United States real property holding corporation for United States federal income tax purposes.

          (a) Interest on the New Senior Secured Notes. Generally, any interest paid to a holder of a New Senior Secured Note that is a Non-United States Person will not be subject to United States federal income tax if the interest qualifies as “portfolio interest.” Interest on the New Senior Secured Note generally will qualify as portfolio interest if:

• The Non-United States Person does not actually or constructively own 10% or more of the total voting power of all classes of Reorganized Pliant stock that are entitled to vote, within the meaning of Section 871(h)(3) of the IRC;

• The Non-United States Person is not a “controlled foreign corporation” that is related (directly or indirectly) to the Reorganized Pliant through stock ownership;

• The Non-United States Person is not a bank whose receipt of interest on a note is described in Section 881(c)(3)(A) of the IRC; and

• Either the beneficial owner, under penalties of perjury, certifies that the beneficial owner is not a United States Person and such certificate provides the beneficial owner’s name and address, or a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the New Senior Secured Note certifies, under penalties of perjury, that such a statement has been received from the beneficial owner by it or by a financial institution between it and the beneficial owner.

     If the interest on the New Senior Secured Note does not qualify as “portfolio interest,” such interest will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable Income Tax Treaty. Interest that is effectively connected with a Non-United States Person’s conduct of a trade or business in the United States and, in the case of an applicable treaty, is attributable to such person’s permanent establishment in the United States, is not subject to withholding tax, but instead is subject to United States federal income tax on a net income tax basis at applicable individual or corporate rates (and, in the case of a corporate holder, may be subject to a branch profits tax). A holder of

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a New Senior Secured Note that is a Non-United States Person will be required to comply with certain certification and disclosure requirements in order for effectively connected income to be exempt from withholding or to claim a reduced treaty rate.

          (b) Dividends on the New Preferred Stock. Generally, any dividends paid with respect to the New Preferred Stock (to the extent paid out of Reorganized Pliant’s current or accumulated earnings and profits, as determined for United States federal income tax purposes) to a holder that is a Non-United States Person will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. Dividends that are effectively connected with a Non-United States Person’s conduct of a trade or business in the United States and, in the case of an applicable treaty, are attributable to such person’s permanent establishment in the United States, are not subject to withholding tax, but instead are subject to United States federal income tax on a net income tax basis at applicable individual or corporate rates (and, in the case of a corporate holder, may be subject to a branch profits tax). A holder of the New Preferred Stock that is a Non-United States Person will be required to comply with certain certification and disclosure requirements in order for effectively connected income to be exempt from withholding or to claim a reduced treaty rate.

3. Information Reporting and Backup Withholding

     Certain payments, including the payments with respect to Claims pursuant to the Plan, may be subject to information reporting by the Payor (the relevant Debtor) to the IRS. Moreover, such reportable payments may be subject to backup withholding (currently at a rate of 28%) under certain circumstances. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against a Holder’s United States federal income tax liability, and a Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing an appropriate claim for refund with the IRS (generally, a United States federal income tax return).

C. IMPORTANCE OF OBTAINING PROFESSIONAL TAX ASSISTANCE

     THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING WITH A TAX PROFESSIONAL. THE ABOVE DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. THE TAX CONSEQUENCES ARE IN MANY CASES UNCERTAIN AND MAY VARY DEPENDING ON A CLAIM HOLDER’S PARTICULAR CIRCUMSTANCES. ACCORDINGLY, CLAIM HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS ABOUT THE UNITED STATES FEDERAL, STATE AND LOCAL, AND APPLICABLE FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE PLAN.

D. RESERVATION OF RIGHTS

     This tax section is subject to change (possibly substantially) based on subsequent changes to other provisions of the Plan. The Debtors and their advisors reserve the right to further modify, revise or supplement this Article XI and the other tax related sections of the

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Plan up to ten (10) days prior to the date by which objections to Confirmation of the Plan must be filed and served.

XII. INCOME TAX CONSEQUENCES OF THE PLAN IN OTHER JURISDICTIONS

A. CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

     The following discussion identifies certain Canadian federal income tax considerations pursuant to the provisions of the Income Tax Act (Canada) (the “Canada Tax Act”) that are relevant to holders of Class 6 Claims under the Plan. For the purposes of the following discussion, the term “Holder” shall mean a holder of a Claim or Interest that, for the purposes of the Canada Tax Act: (i) is resident in Canada, (ii) deals at arm’s length, and is not affiliated, with any Debtor and (iii) is not a “financial institution.” In addition, for the purposes of the following discussion, all indebtedness or shares of the Debtors currently held by a Holder, and any Rights acquired by a Holder pursuant to the Plan, are assumed to constitute capital property of the Holder for the purposes of the Canada Tax Act.

     This discussion is based on the current provisions of the Canada Tax Act, the regulations promulgated thereunder, and the published administrative practices and assessing policies of the Canada Revenue Agency (the “CRA”) publicly released prior to the date hereof. This discussion also takes into account all specific proposals to amend the Canada Tax Act and the regulations promulgated thereunder publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof. Except for the foregoing, this discussion does not take into account or anticipate any changes in law, whether by legislative, regulatory, administrative or judicial action. Furthermore, this discussion does not take into account provincial or foreign income tax legislation or considerations.

     The following discussion is of a general nature only and is not intended to constitute legal or tax advice to any particular Holder. EACH HOLDER IS STRONGLY URGED TO CONSULT ITS OWN TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE TRANSACTIONS DESCRIBED IN THE PLAN.

     Holders of Class 6 Claims

     A Holder that is an existing creditor of a Debtor that receives, in exchange for each $1.00 of Allowed General Unsecured Claims, $0.175 in Cash from the proceeds of the Rights Offering may recognize income, a gain or a loss as a result of the exchange, depending on the relevant Holder’s circumstances, including the adjusted cost base of the relevant debt receivable to the Holder. For Canadian tax purposes, the Debtors intend to take the position that consideration paid pursuant to the Plan with respect to a Claim will first be allocated to the principal amount of such Claim and then to accrued interest, if any, with respect to such Claim. However, such allocation will not be binding on the CRA and the CRA may assert an alternative allocation for assessment purposes.

     Holders of Class 6 Claims should consult with their own tax advisors to determine the Canadian tax implications of the execution of the Plan in light of their own circumstances.

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     THE FOREGOING DISCUSSION IS INTENDED TO SERVE ONLY AS A SUMMARY OF CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS RELEVANT TO THE EXECUTION OF THE PLAN AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING WITH A TAX PROFESSIONAL. THE PRECEDING DISCUSSION IS PRESENTED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. THE TAX CONSEQUENCES RESULTING FROM THE EXECUTION OF THE PLAN ARE, IN MANY INSTANCES, UNCERTAIN AND MAY VARY DEPENDING ON A HOLDER’S PARTICULAR CIRCUMSTANCES. ACCORDINGLY, HOLDERS ARE STRONGLY URGED TO CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE CANADIAN AND FOREIGN TAX CONSEQUENCES THAT WILL ARISE AS A RESULT OF THE EXECUTION OF THE PLAN.

B. OTHER JURISDICTIONS

     Holders of Claims or Interests in jurisdictions other than the United States and Canada who are affected by the Plan are strongly urged to consult their own tax advisors regarding the specific tax consequences of the transactions described herein and in the Plan.

XIII. CERTAIN FEDERAL, STATE AND FOREIGN SECURITIES
LAW CONSIDERATIONS

A. FEDERAL AND STATE SECURITIES LAW CONSIDERATIONS

     1. Exemption from Registration Requirements for New Securities

     Upon consummation of the Plan, the Debtors will rely on section 1145 of the Bankruptcy Code to exempt the issuance of New Common Stock from the registration requirements of the Securities Act and of any state securities or “blue sky” laws. Section 1145 of the Bankruptcy Code exempts from registration the offer or sale of securities of the Debtor or a successor to a Debtor under a chapter 11 plan if such securities are offered or sold in exchange for a claim against, or equity interest in, or a claim for an administrative expense in a case concerning, the Debtor or a successor to the Debtor under the Plan. The Debtors believe that Reorganized Pliant is a successor to Pliant under the Plan for purposes of section 1145 of the Bankruptcy Code and that the offer and sale of the New Common Stock under the Plan satisfies the requirements of section 1145 and is therefore exempt from the registration requirements of the Securities Act and state securities laws.

     2. Subsequent Transfers of New Securities

     In general, recipients of New Common Stock will be able to resell the New Common Stock without registration under the Securities Act or other federal securities laws pursuant to the exemption provided by Section 4(1) of the Securities Act, unless the holder of such stock is an “underwriter” within the meaning of section 1145(b) of the Bankruptcy Code. In addition, the New Common Stock generally may be resold without registration under state securities laws pursuant to various exemptions provided by the respective laws of the several states. However, recipients of the New Common Stock issued under the Plan are advised to consult with their own legal advisors as to the availability of any such exemption from registration under state law in any given instance and as to any applicable requirements or conditions to such availability.

114

     Section 1145(b) of the Bankruptcy Code defines “underwriter” as one who (a) purchases a claim with a view to distribution of any security to be received in exchange for such claim, (b) offers to sell securities issued under a plan for the holders of such securities, (c) offers to buy securities issued under a plan from persons receiving such securities, if the offer to buy is made with a view to distribution, or (d) is an “issuer” of the relevant security, as such term is used in Section 2(a)(11) of the Securities Act. Under Section 2(a)(11) of the Securities Act, an “issuer” includes any “affiliate” of the issuer, which means any person directly or indirectly through one or more intermediaries controlling, controlled by or under common control with the issuer.

     To the extent that recipients of the New Common Stock under the Plan are deemed to be “underwriters,” the resale of the New Common Stock by such persons would not be exempted by section 1145 of the Bankruptcy Code from registration under the Securities Act or other applicable laws. Persons deemed to be underwriters may, however, be permitted to sell such New Common Stock under Rule 144 promulgated under the Securities Act. This rule permits the public resale of securities received by “underwriters” if current information regarding the issuer is publicly available and if certain volume limitations and other conditions are met.

     GIVEN THE COMPLEX NATURE OF THE QUESTION OF WHETHER A PARTICULAR PERSON MAY BE AN UNDERWRITER WITH RESPECT TO THE NEW COMMON STOCK, THE PROPONENTS MAKE NO REPRESENTATIONS CONCERNING THE RIGHT OF ANY PERSON TO TRADE IN THE SHARES OF NEW COMMON STOCK UNDER THE PLAN. THE PROPONENTS RECOMMEND THAT HOLDERS OF CLAIMS CONSULT THEIR OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE SUCH SECURITIES WITHOUT REGISTRATION UNDER THE SECURITIES ACT.

B. SECURITIES LAW CONSIDERATIONS IN OTHER JURISDICTIONS

     Holders of Claims or Interests in jurisdictions other than the United States who are affected by the Plan are strongly urged to consult their own counsel regarding the specific effects and requirements of the transactions described herein and in the Plan.

XIV. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN

     If the Plan is not confirmed, the alternatives include (a) continuation of the Chapter 11 Cases and formulation of an alternative plan or plans of reorganization or (b) liquidation of the Debtors under chapter 7 or chapter 11 of the Bankruptcy Code. Each of these possibilities is discussed in turn below.

A. CONTINUATION OF THE CHAPTER 11 CASES

     If the Debtors remain in chapter 11, the Debtors could continue to operate their businesses and manage their properties as Debtors-in-Possession, but they would remain subject to the restrictions imposed by the Bankruptcy Code. It is not clear whether the Debtors could continue as viable going concerns in protracted Chapter 11 Cases. The Debtors could have difficulty operating with the high costs, operating financing and the eroding confidence of their customers and trade vendors, if the Debtors remained in chapter 11. It is highly unlikely that the Debtors would be able to find alternative bank financing if the DIP Facility Agreement were terminated. If the Debtors were able to obtain financing and continue as a viable going

115

concern, the Debtors (or other parties in interest) could ultimately propose another plan or attempt to liquidate the Debtors under chapter 7 or chapter 11. Such plans might involve either a reorganization and continuation of the Debtors’ businesses, or an orderly liquidation of their assets, or a combination of both.

B. LIQUIDATION UNDER CHAPTER 7 OR CHAPTER 11

     If the Plan is not confirmed, the Debtors’ Chapter 11 Cases could be converted to liquidation cases under chapter 7 of the Bankruptcy Code. In chapter 7, a trustee would be appointed to promptly liquidate the assets of the Debtors.

     The Proponents believe based on the Liquidation Analysis performed by the Debtor that in a liquidation under chapter 7, before creditors received any distributions, additional administrative expenses involved in the appointment of a trustee and attorneys, accountants, and other professionals to assist such trustee, along with an increase in expenses associated with an increase in the number of unsecured claims that would be expected, would cause a substantial diminution in the value of the estates. The assets available for distribution to creditors and equity Holders would be reduced by such additional expenses and by Claims, some of which would be entitled to priority, which would arise by reason of the liquidation and from the rejection of leases and other executory contracts in connection with the cessation of the Debtors’ operations and the failure to realize the greater going concern value of the Debtors’ assets.

     The Debtors could also be liquidated pursuant to the provisions of a chapter 11 plan of reorganization. In a liquidation under chapter 11, the Debtors’ assets could be sold in a more orderly fashion over a longer period of time than in a liquidation under chapter 7. Thus, chapter 11 liquidation might result in larger recoveries than in a chapter 7 liquidation, but the delay in distributions could result in lower present values being received and higher administrative costs. Because a trustee is not required in a chapter 11 case, expenses for professional fees could be lower than in a chapter 7 case, in which a trustee must be appointed. Any distributions to the holders of Claims under a chapter 11 liquidation plan probably would be delayed substantially.

XV. CONCLUSION AND RECOMMENDATION

     The Proponents believe that confirmation of the Plan is preferable to the alternatives described above because it provides the greatest distributions and opportunity for distributions to holders of Claims against any of the Debtors. In addition, any alternative to confirmation of the Plan could result in extensive delays and increased administrative expenses.

     Accordingly, the Proponents urge all holders of Claims entitled to vote on the Plan to vote to ACCEPT the Plan and to evidence such acceptance by returning their Ballots so that they are received no later than 4:00 p.m., prevailing Eastern Time, on September 25, 2009.

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Dated: August 17, 2009
Respectfully submitted,
APOLLO INVESTMENT FUND VI, L.P.		PLIANT CORPORATION (for itself and on behalf of the Affiliate Debtors, as Debtors and Debtors-in-Possession)
By: Name:	/s/ Robert Seminara Robert Seminara	By: Name:	/s/ Stephen T. Auburn Stephen T. Auburn
Title:	Vice President	Title:	Vice President and General Counsel
WACHTELL, LIPTON, ROSEN & KATZ		SIDLEY AUSTIN llp
Philip Mindlin		Larry J. Nyhan
Douglas K. Mayer		James F. Conlan
Andrew J. Nussbaum		Jessica C.K. Boelter
51 West 52nd Street		Kerriann S. Mills
New York, New York 10019		One South Dearborn Street
Telephone: (212) 403-1000		Chicago, Illinois 60603
Facsimile: (212) 403-2000		Telephone: (312) 853-7000
		Facsimile: (312) 853-7036
MORRIS, NICHOLS, ARSHT & TUNNELL llp		YOUNG CONAWAY STARGATT & TAYLOR, llp
Derek C. Abbott (No. 3376)		Robert S. Brady (No. 2847)
Daniel B. Butz (No. 4227)		Edmon L. Morton (No. 3856)
1201 North Market Street		Kenneth J. Enos (No. 4544)
P.O. Box 1347		The Brandywine Building
Wilmington, Delaware 19899-1347		1000 West Street, 17th Floor
Telephone: (302) 658-9200		P.O. Box 391
Facsimile: (302) 658-3989		Wilmington, Delaware 19899-0391
		Telephone: (302) 571-6600
		Facsimile: (302) 571-1253
Counsel to Apollo		Counsel to the Debtors and Debtors-in-Possession

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EXHIBIT A

Proponents’ Joint Plan of Reorganization

A-1

EXHIBIT B

Corporate Structure Chart

B-1

EXHIBIT C

List of Retained Litigation

C-1

LIST OF LITIGATION INVOLVING THE DEBTORS¹

		Court Where Action is
Title of Action	Description of Adverse Action	Pending
Rosaita Jaipaul v. Pliant Corporation, Case No. 07-04031	Claim for damages for alleged discrimination on the basis of race and gender.	United States District Court for the Eastern District of Pennsylvania
James C. Gibbs v. Pliant Corporation, Case No. CJ-08-163	Claim for damages for alleged retaliatory discharge.	District Court of Pittsburg County, Oklahoma
Tredegar Film Products Corp. v. Pliant Corporation, Case No. 05 CH 14715	Claim for damages alleging misappropriation of trade secrets and related breach of contract and tortious interference claims. Tredegar seeks compensatory damages in excess of $30,000 and $2 million in punitive damages against Pliant for alleged misappropriation and misuse of alleged Tredegar trade secrets related to the hiring by Pliant of two former Tredegar employees.	Circuit Court of Cook County, Illinois
Leopold Salmon v. Pliant Corporation, Case No. 08-06564	Claim for damages for alleged discrimination on the basis of race and retaliation.	United States District Court for the Western District of New York
Pliant Corporation v. Oxy Vinyls, LP, Case No. 08 CH 04914	Suit for breach of contract. Mediation is currently scheduled for August 2009.	Circuit Court of Cook County, Illinois
Pliant Corporation v. CTI Industries Corp., Case No. 2006 L 013299	Suit against CTI for breach of contract, CTI filed a counterclaim alleging that the product was defective.	Circuit Court of Cook County, Illinois

¹ The litigation set forth in this Exhibit C is not, and is not intended to be, a comprehensive list of all actions involving the Debtors and specifically excludes, among others, administrative actions, workers compensation actions and actions involving union grievances. Inclusion of an action in this Exhibit C is for disclosure purposes only and is not an admission, and is not intended to be an admission, of liability with respect to any claim or action. The Debtors do not believe that the ultimate disposition of the litigation set forth on Exhibit C will have a material adverse effect on the Debtors’ consolidated financial position, results of operations or confirmation of the Plan.

C-2

		Court Where Action is
Title of Action	Description of Adverse Action	Pending
Rowell v. Wolverine Flexographic Mfg. Co., Pliant Corporation, Mantech, the ESS Company, and Mel Davis, Case No. CJ-08-313	Claim for damages arising from alleged personal injury sustained by plaintiff while working on a press owned by Pliant and manufactured by Wolverine.	District Court of Pittsburg County, Oklahoma
Moorman v. Wolverine Flexographic Mfg. Co., Pliant Corporation, Mantech, the ESS Company, and Mel Davis, Case No. CJ-08-314	Claim for damages arising from alleged personal injury sustained by plaintiff while working on a press owned by Pliant and manufactured by Wolverine.	District Court of Pittsburg County, Oklahoma

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EXHIBIT D

Summary of “First-Day” Motions

D-1

Employee Compensation

     The Debtors rely on their employees for their day-to day business operations. The Debtors believe that any delay in paying any of their employees’ compensation, deductions, reimbursement and benefits could severely disrupt the Debtors’ relationship with their employees, thereby creating the risk that their operations could be severely impaired. As a result, through the Motion of the Debtors for an Order Authorizing, (I) Payment of Prepetition Employee Wages, Salaries, and Other Compensation; (II) Reimbursement of Prepetition Employee Business Expenses; (III) Contributions to Prepetition Employee Benefit Programs and Continuation of such Programs in the Ordinary Course; (IV) Payment of Workers’ Compensation Obligations; (V) Payments for which Prepetition Payroll Deductions were made; (VI) Payment of all Costs and Expenses Incident to the Foregoing Payments and Contributions; and (VII) Payment to Third Parties of all Amounts Incident to the Foregoing Payments and Contributions (the “Employee Wage Motion”), the Debtors requested Bankruptcy Court authorization to pay certain prepetition wages and other benefits to their employees. Through orders entered February 12, 2009 and March 10, 2009, the relief requested in the Employee Wage Motion was granted by the Bankruptcy Court in substantially the manner requested by the Debtors.

Customer Programs

     Prior to the Petition Date, the Debtors engaged in customer programs to develop customer loyalty, encourage repeat business and ensure customer satisfaction. The Debtors believe that these customer programs assisted, and will continue to assist, them in retaining current customers, attracting new customers and, ultimately, increasing revenues. Accordingly, through the Motion of the Debtors for Order Authorizing, but not Requiring, the Debtors to Honor Certain Prepetition Obligations to Customers and to Otherwise Continue Prepetition Customer Programs and Practices in the Ordinary Course of Business (the “Customer Programs Motion”), the Debtors requested Bankruptcy Court authorization to continue certain prepetition customer programs, such as customer rebates, prepayment, bill-to-storage arrangements, customer adjustments and customer royalty payments in the ordinary course of business. An order was entered by the Bankruptcy Court February 11, 2009 approving the relief requested in the Customer Programs Motion in substantially the manner requested by the Debtors.

Shippers, Warehousemen and Other Lien Claimants

     The Debtors’ supply and delivery system depends upon the use of reputable common carriers, shippers, couriers, freight-forwarders, truckers, third-party logistic providers and customs agents, as well as a network of third-party warehouses to store goods in transit. The Debtors also routinely transact business with a number of other third parties who provide equipment and perform various services for the Debtors (including manufacturing tooling, dies, molds and other capital and noncapital equipment and parts necessary for the Debtors’ operations) and who, under applicable state law, have the potential to assert liens against the Debtors and their property if the Debtors fail to pay for goods or services rendered prior to the Petition Date. The Debtors believe that the failure to satisfy such claims could have a material adverse effect on the Debtors’ day-to-day business operations and relationships with their customers. Accordingly, through the Motion of the Debtors for an Order Authorizing, but not Requiring, the Payment of Prepetition Claims of Shippers, Warehousemen and Other Lien

D-2

Claimants (the “Lien Claimant Motion”), the Debtors requested authority to pay certain prepetition claims held by certain shippers and warehousemen in amounts the Debtors determine necessary or appropriate to (i) obtain releases of critical or valuable goods or equipment that may be subject to liens, (ii) maintain a reliable, efficient and smooth distribution system and (iii) induce critical shippers and warehousemen and other lien claimants to continue to carry goods and equipment and make timely deliveries thereof. Additionally, the Debtors requested immediate authority to pay and discharge, in the Debtors’ discretion, the claims of certain third parties who, under applicable state law, have the potential to assert liens against the Debtors and their property if the Debtors fail to pay for goods or services rendered prior to the Petition Date. An order was entered by the Bankruptcy Court February 11, 2009 approving the relief requested in the Lien Claimant Motion in substantially the manner requested by the Debtors.

Critical Vendors

     Certain of the Debtors’ vendors are the only source from which the Debtors can procure certain goods within a time frame and at a price that will permit the Debtors to avoid production shutdowns. To prevent disruption of service from such vendors, through the Motion of the Debtors for an Order (I) Authorizing, on an Emergency Basis, Payment of Prepetition Claims of Critical Vendors and (II) Authorizing, but not Directing, After Notice and a Hearing, the Debtors to Pay Certain Obligations Arising in Connection with Goods Received by the Debtors within the Twenty Day Period Before the Petition Date, the Debtors requested entry of (i) an order authorizing the Debtors, on an emergency basis, in their discretion, to pay the prepetition claims of critical vendors that delivered materials, supplies, goods, products and related items before the Petition Date and to pay the prepetition claims of critical service providers; and (ii) an order authorizing, after notice and a hearing, the Debtors to pay, in their discretion, certain administrative expense priority claims for obligations arising in connection with certain goods supplied by certain vendors that were received by the Debtors in the ordinary course of business within the twenty-day period before the Petition Date (the “Critical Vendor Motion”). Through orders entered February 12, 2009 and March 10, 2009, the relief requested in the Critical Vendor Motion was granted by the Bankruptcy Court in substantially the manner requested by the Debtors.

Cash Management

     Prior to the Petition Date, Pliant utilized a centralized cash management system to collect funds for its United States operations and to pay the operating and administrative expenses in connection therewith. The Canadian Debtors also employed a cash management system under which they collected funds for their Canadian operations and made disbursements to pay operating expenses in connection therewith. In order to, among other things, avoid administrative inefficiencies, through the Motion of the Debtors for an Order (I) Approving Cash Management System, (II) Authorizing Use of Prepetition Bank Accounts and Business Forms, (III) Waiving the Requirements of 11 U.S.C. § 345(b) on an Interim Basis, and (IV) Granting Administrative Expense Status to Intercompany Claims Between the Debtors, the Debtors requested entry of an order (a) authorizing and approving the continued use of their existing cash management system, (b) authorizing the continued use of their existing bank accounts and business forms, (c) authorizing their deposit practices and waiving the

D-3

requirements of section 345(b) in connection therewith on an interim basis and (d) granting administrative priority status to intercompany claims between and among the Debtor and between and among the Debtors and their non-Debtor affiliates (the “Cash Management Motion”). An order was entered by the Bankruptcy Court February 11, 2009 approving the relief requested in the Cash Management Motion in substantially the manner requested by the Debtors, including approval of the interim waiver of the Debtors’ compliance with the requirements of 11 U.S.C. § 345(b). Through an order entered April 23, 2009, the Bankruptcy Court granted the Debtors an extension through May 12, 2009 to comply with the requirements of section 345(b) of the Bankruptcy Code.

Taxes

     The Debtors believed that, in some cases, certain authorities had the ability to exercise rights that would be detrimental to the Debtors’ restructuring if the Debtors failed to meet obligations imposed upon them to remit certain taxes and fees. Accordingly, through the Motion of the Debtors for an Order Authorizing, but not Directing, the Payment of Certain Prepetition Sales, Use, Franchise and Property Taxes (the “Tax Motion”), the Debtors requested Bankruptcy Court authorization to pay certain sales, use, franchise and property taxes that are payable directly to various state and local taxing authorities as such payments become due. An order was entered by the Bankruptcy Court February 11, 2009 approving the relief requested in the Tax Motion in substantially the manner requested by the Debtors.

Broker Commissions

     The Debtors obtain new customers and maintain long-term customer relationships for certain of their products through various channels of sale and distribution. A significant method of sale is the Debtors’ independent contractor relationships that have been formed with approximately 54 independent, nonemployee brokers or broker groups. Because the Debtors rely heavily on their independent brokers to sell their many products into various industries, through the Motion of the Debtors for an Order Pursuant to 11 U.S.C. §§ 363(b) and 363(c)(1) Authorizing, but not Requiring, the Debtors to Continue to Operate in the Ordinary Course, Including Payment of Pre-Petition Claims, with Respect to Non-Debtor Brokers (the “Broker Motion”), the Debtors requested entry of an order granting the Debtors authority, in their discretion, to operate in the ordinary course of business and to maintain their business relationships with the brokers, including the performance or payment of certain pre-Petition Date obligations the Debtors owe to their brokers. An order was entered by the Bankruptcy Court February 11, 2009 approving the relief requested in the Broker Motion in substantially the manner requested by the Debtors.

Utilities

     In connection with the operation of their businesses and management of their properties, the Debtors incur utility expenses in the ordinary course of business for, among other things, water, sewer service, electricity, gas, local and long-distance telecom service, data service, fiber transmission, waste disposal and other similar services. Because uninterrupted utility services are essential to the Debtors’ ongoing operations and the success of the Debtors’ reorganization efforts, through the Motion of the Debtors for a Bridge Order and a Final Order Pursuant to Sections 105(a) and 366(b) of the Bankruptcy Code (I) Prohibiting Utility Providers from

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Altering, Refusing, or Discontinuing Utility Services, (II) Deeming Utility Providers Adequately Assured of Future Performance, and (III) Establishing Procedures for Determining Adequate Assurance of Payment (the “Utilities Motion”), the Debtors requested entry of (i) a bridge order and (ii) a final order (a) prohibiting the utility providers from altering, refusing or discontinuing service to the Debtors on account of prepetition invoices, including the making of demands for security deposits or accelerated payment terms; (b) providing that the utility providers have “adequate assurance of payment” within the meaning of section 366 of the Bankruptcy Code, based, inter alia, on the Debtors’ establishment of a segregated account containing an amount equal to fifty percent (50%) of the Debtors’ estimated monthly cost of utility service; and (c) establishing procedures for resolving requests for additional adequate assurance and authorizing the Debtors to provide adequate assurance of future payment to the utility providers. Through orders entered February 12, 2009 and March 10, 2009, the relief requested in the Utilities Motion was granted by the Bankruptcy Court in substantially the manner requested by the Debtors.

D-5

EXHIBIT E

Financial Information and Projections

E-1

Exhibit E
Projections
(Unaudited)

(All $ in Millions Unless Otherwise Noted)

     The financial projections (“Projections”) contained herein reflect numerous assumptions, including the confirmation and consummation of the Plan, as filed with the Bankruptcy Court. The Projections should be viewed in conjunction with a review of these assumptions including the qualifications and footnotes as set forth herein. The Debtors’ management has prepared a stand-alone business plan for Pliant. The stand-alone Pliant business plan was prepared by the Debtors’ management in good faith based upon assumptions believed to be reasonable at the time of preparation. In addition to the stand-alone business plan as prepared by the Debtors, Apollo considered the incremental operating results that would be achieved with the contributed Berry Assets consolidated into the Reorganized Debtor. Apollo utilized the projected operating results of the contributed Berry Assets for the years 2009 — 2013 as prepared by the management team of Berry and also estimated the synergies that would be created through the Intercompany Services Agreement. Apollo and the Berry Management team have undertaken a thorough analysis of the potential synergy opportunities that would be realized under the Plan and have identified specific operational and administrative areas in which there would be additional value created.

     While presented with numerical specificity, the Projections are based upon a variety of estimates and assumptions subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond the control of the Proponents. Actual results may vary materially from those presented. The Projections have not been prepared to comply with the guidelines established with respect to Projections by the Securities and Exchange Commission or the American Institute of Certified Public Accountants (“AICPA”), have not been audited, and are not presented in accordance with Generally Accepted Accounting Principles (“GAAP”).

     The Projections are based on the assumption that the Debtors will emerge from chapter 11 on October 31, 2009.¹

      The Proponents understand that the Debtors will be required to estimate the Debtors’ reorganization value, the fair value of their assets, and their actual liabilities as of the Effective Date. Such determination will be based upon the fair values as of that date, which could be materially greater or less than the value assumed in the Projections. Any fresh-start reporting adjustments that may be required in accordance with Statement of Position 90-7 Financial Reporting by Entities in Reorganization under the Bankruptcy Code, including any allocation of the Debtors’ reorganization value to the Debtors’ assets in accordance with the procedures specified in Financial Accounting Standards Board Statement 141 will be made when the Debtors emerge from bankruptcy.

     The Projections include (a) the Pre-Reorganization Balance Sheet of the Company as projected by the Debtors at October 31, 2009, (Exhibit E1); (b) adjustments to the Pre-Reorganization Balance Sheet to reflect projected payments and borrowings made as a result of consummation of the Plan, (Exhibit E1); (c) adjustments to the Pre-Reorganization Balance Sheet to reflect the addition of the contributed Berry Assets to the Reorganized Debtor; (d) the

E-2

opening balance sheets for Reorganized Pliant, (Exhibit E1); and (e) post-Effective Date balance sheets, income statements and statements of cash flows for Reorganized Pliant which reflect the contributed Berry Assets as well as the projected operational and administrative synergies that will result from the Intercompany Services Agreement (Exhibit E2).

     The Projections are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Factors that could cause actual results to differ materially include, but are not limited to, Reorganized Pliant’s ability to operate the Debtors’ business consistent with their projections, comply with the covenants of their financing agreements, restore trade credit terms to historical levels, successfully implement operational improvements, acquire resin at prices consistent with assumptions included in the financial projections, integrate the contributed Berry Assets into the Debtors’ operations, and achieve the targeted synergies through the Intercompany Services Agreement. See also Section X Risk Factors.

          THE DEBTORS’ MANAGEMENT, IN CONSULTATION WITH ITS PROFESSIONAL ADVISORS, PREPARED PROJECTIONS FOR THE STAND-ALONE REORGANIZED DEBTORS, WHICH ARE INCORPORATED IN THIS EXHIBIT E. APOLLO, IN CONSULTATION WITH ITS PROFESSIONAL ADVISORS, PREPARED PROJECTIONS FOR THE CONTRIBUTED BERRY ASSETS, SYNERGIES AND THE INTERCOMPANY SERVICES AGREEMENT, WHICH ARE ALSO INCORPORATED IN THIS EXHIBIT E. APOLLO DISCLAIMS ANY RESPONSIBILITY FOR THE PROJECTIONS PREPARED BY THE DEBTORS OR FOR ANY CONCLUSIONS BASED ON THE PROJECTIONS OR VALUATIONS PREPARED BY THE DEBTORS. SIMILARLY, THE DEBTORS DISCLAIM ANY RESPONSIBILITY FOR PROJECTIONS OR VALUATIONS PREPARED BY APOLLO OR FOR ANY CONCLUSIONS BASED ON THE PROJECTIONS OR VALUATIONS PREPARED BY APOLLO.

¹ If the Effective Date of the Plan is significantly delayed, additional expenses, including professional fees, may be incurred and operating results may be negatively impacted.

E-3

Exhibit E1 ⁽¹⁾
Pro Forma Balance Sheet
($ in millions)

	Pre-Reorganization			Contributed Assets		Emergence			Reorganized Opening
	Balance Sheet			Adjustments		Adjustments			Balance Sheet
Assets
Cash	$	48.30				$	(43.3	)	$	5.0
Trade Receivables, Net of Reserve		105.3			18.9					124.2
Inventories		79.7			23.4					103.1
Prepaid Expenses and Other		12.0								12.0
Deferred Income Taxes		12.0								12.0
Total Current Assets		257.3		$	42.3	$	(43.3	)	$	256.3
Plant and Equipment, Net		259.4			40.0					299.4
Intangible Assets, Net		5.8								5.8
Reorganization Value in Excess of Amounts Allocable to Identifiable Assets							245.0	(2)		245.0
Other Assets		13.1					6.7	(3)		19.8
Total Assets	$	535.6		$	82.3	$	208.4		$	826.3
Current Liabilities
Accounts Payable-Pre-Petition	$	13.4				$	(12.2	)(4)		1.2
Accounts Payable-Post-Petition		61.5								61.5
Accrued Interest Payable		17.7					(17.7	)(4)		0.0
Other Accrued Liabilities		59.2					17.0			76.2
Current Portion of Long-Term Debt		676.0					(673.0	)(4)		3.0
Current Liabilities	$	827.8				$	(685.9	)	$	141.9
Pre-Petition Revolving Credit Facility		142.7					(142.7	)(5)
Pre-Petition DIP Revolving Credit Facility		40.0					(40.0	)(5)		—
Post-Petition ABL Revolving Credit Facility							74.5	(5)		74.5
Post-Petition New Senior Secured Notes							250.0	(5)		250.0
Long-Term Debt, Net of Current Portion		45.5					(24.0	)(4)		21.5
Other Long-Term Liabilities		32.8								32.8
Deferred Income Taxes		36.9								36.9
Total Liabilities	$	1,125.7				$	(568.1	)	$	557.6
Old Common Stock & Accumulated Earnings (Deficit)		(590.1	)				590.1	(6)
New Common Stock & Accumulated Earnings (Deficit)							257.3	(7)		257.3
New Preferred Stock							11.4			11.4
Total Liabilities and Stockholder’s Equity	$	535.6				$	290.7		$	826.3

E-4

Notes to Exhibit E1
Pro Forma Balance Sheet
(Unaudited)
(All $ in millions unless otherwise noted)

1.	The Pre-Reorganization Balance Sheet is based upon the Debtors’ estimates of the consolidated results of operations of the Debtors’ estates through October 31, 2009, and includes the Debtors’ wholly-owned non-Debtor foreign subsidiaries. Inter-company accounts receivable and payable, including those of the Debtors’ non-Debtor foreign subsidiaries, have been eliminated in accounting consolidation.
2.	Adjustment made to offset the fresh-start elimination of pre-transaction common stock, accumulated deficit, goodwill, trademarks and intangible assets. To date, the Debtors have not conducted fresh-start accounting. All figures presented herein are for illustrative purposes only.
3.	Represents capitalized financing costs under the Plan.
4.	Pursuant to the Plan, First Lien Noteholders receive $100.0 million in cash and $250.0 million of New Senior Secured Notes. Second Lien Noteholders have the option to participate in the Rights Offering, subject to Apollo contributing a minimum of 50.1% of the total contribution, or receive consideration comprised of 50% Preferred Stock and 50% cash equal to 171/2 cents per dollar of allowable claim. The Projections assume that the Second Lien Noteholders opt to receive cash and Preferred Stock. Unsecured Creditors receive 171/2 cents per dollar of allowable claim. Small Claims receive 100 cents per dollar of allowable claim.
5.	Assumed to be refinanced in full through the issuance of $250.0 million of New Senior Secured Notes, a $175.0 million ABL Revolving Credit Facility ($74.5 million drawn at close) and a $193.0 million Rights Offering. If the Second Lien Noteholders opt to participate in the Rights Offering, the size of the Rights Offering could be decreased to a minimum of $181.6 million.
6.	In accordance with the Plan of Reorganization the pre-transaction Common Stock is deemed to have zero value. In accordance with estimated fresh-start adjustments, the pre-transaction Accumulated deficit is increased to zero to remove the impact of pre-transaction losses on the reorganized business. To date, the Debtors have not conducted fresh-start accounting. All figures presented herein are for illustrative purposes only.
7.	On the Effective Date, the New Common Stock of the Reorganized Debtor will be approximately $257.3 million and the New Preferred Stock will be $11.4 million. The New Common Stock and New Preferred Stock balances are calculated as Total Enterprise Valuation under the Plan ($612.7 million) less Emergence Adjusted Net Debt ($344.0 million).

E-5

Exhibit E2
Projected Income Statement
($ in millions)

	2 Mos.
	Ending			Projected Financials for the Year Ended December 31,
	12/31/2009			2009 PF			2010		2011		2012		2013
Net Sales	$	174.2		$	1,044.6		$	1,082.2	$	1,144.1	$	1,199.5	$	1,253.5
Cost of Goods Sold		156.6			933.5			959.5		1,016.9		1,066.6		1,114.7
Gross Profit		17.6			111.1			122.7		127.2		132.9		138.8
Operating Expenses:
Selling, General & Administrative		11.2			67.3			69.4		68.3		69.1		69.9
Research & Development		0.8			5.9			6.3		6.3		6.4		6.4
Restructuring and Other Costs		0.0			0.0			8.0		2		0		0
Reorganization Costs		10.0			47.3			0		0		0		0
Total Operating Expenses		22.0			120.5			83.7		76.6		75.5		76.3
Synergies		—		$	25.0		$	15.0	$	25.0	$	25.0	$	25.0
Operating Income (Loss)	$	(4.4	)	$	15.6		$	54.0	$	75.6	$	82.4	$	87.5
Interest Expense		6.6			40.5			40.5		38.4		33.9		30
Other Expense (Income)		(0.0	)		(0.6	)		—		—		—		—
Income (Loss) From Continuing Operations Before Taxes	$	(11.0	)	$	(24.3	)	$	13.5	$	37.2	$	48.5	$	57.5
Income Tax Expense		0.576			0.6			5.3		14.5		18.9		22.4
Net Income (Loss)	$	(11.6	)	$	(24.9	)	$	8.2	$	22.7	$	29.6	$	35.1
EBITDAR Reconciliation:
Income (Loss) From Continuing Operations Before Taxes	$	(11.0	)	$	(24.3	)	$	13.5	$	37.2	$	48.5	$	57.5
Interest and Other Expense		6.6			40.5			40.5		38.4		33.9		30
Depreciation and Amortization		8.1			47.7			47.7		47.6		48.6		49.4
Unrealized Synergies		0.0			0.0			10.0		0.0		0.0		0.0
Restructuring and Other Costs		0.0			0.0			8.0		2.0		0.0		0.0
Reorganization Costs		10.0			47.3			0.0		0.0		0.0		0.0
EBITDAR	$	13.8		$	111.2		$	119.7	$	125.2	$	131.0	$	136.9

E-6

Exhibit E2
Projected Balance Sheet
($ in millions)

	Ended December 31,
	2009		2010		2011		2012		2013
Current Assets
Cash	$	5.0	$	5.0	$	5.0	$	5.0	$	13.1
Receivables		116.3		120.4		123.4		129.1		135.3
Inventories		97.5		99.4		105.4		110.2		115.3
Prepaid Expenses and Other		6.0		6.0		6.0		6.0		6.0
Deferred Income Taxes		12.0		12.0		12.0		12.0		12.0
Current Assets	$	236.7	$	242.9	$	251.8	$	262.3	$	281.8
Plant and Equipment, Net		298.5		295.1		287.7		274.3		260.2
Intangible Assets, Net		5.6		4.4		3.2		2.0		0.7
Goodwill, Net		245.0		245.0		245.0		245.0		245.0
Other Assets		19.4		16.8		14.2		13.0		13.0
Total Assets	$	805.3	$	804.2	$	801.9	$	796.6	$	800.7
Current Liabilities
Trade Accounts Payable		67.2		71.0	$	75.9	$	79.6	$	83.2
Interest Payable		4.8		4.8		4.8		4.8		4.8
Other Current Liabilities		47.1		40.1		40.1		40.1		40.1
Current Portion of Long-Term Debt		3.0		3.0		3.0		3.0		—
Current Liabilities	$	122.1	$	118.9	$	123.8	$	127.6	$	128.1
ABL Revolving Credit Facility		84.9		83.6		61.1		28.5		—
New Senior Secured Notes		250.0		250.0		250.0		250.0		250.0
Other Long-Term Debt, Net of Current Portion		21.4		16.5		9.2		3.1		—
Other Long-Term Liabilities		32.8		32.8		32.8		32.8		32.8
Deferred Income Taxes		36.9		36.9		36.9		36.9		36.9
Total Liabilities	$	548.1	$	538.7	$	513.7	$	478.8	$	447.8
New Preferred Stock	$	11.4	$	11.4	$	11.4	$	11.4	$	11.4
Total Stockholders’ Equity (Deficit)		245.8		254.1		276.8		306.4		341.5
Total Liabilities and Stockholder’s Equity (Deficit)	$	805.3	$	804.2	$	801.9	$	796.6	$	800.7

E-7

Exhibit E2
Projected Statement of Cash Flows
($ in millions)

	2 Mos. Ending			Projected Financials for the Year Ended December 31,
	12/31/2009			2010			2011			2012			2013
CASH FLOW FROM OPERATIONS
Net Income	$	(11.5	)	$	8.2		$	22.7		$	29.6		$	35.1
Depreciation and Amortization		8.0			47.7			47.6			48.6			49.4
Amortization of Deferred Financing Costs		0.4			2.6			2.6			1.2			—
Payment-in-Kind Interest on Debt		—			—			—			—			—
Deferred Income Taxes		—			—			—			—			—
Costs to Achieve Synergies		—			—			—			—			—
Changes in Assets and Liabilities:
Accounts Receivable		8.0			(4.2	)		(3.0	)		(5.7	)		(6.2	)
Inventories		5.6			(1.9	)		(6.0	)		(4.8	)		(5.1	)
Prepaid Expenses and Other		6.0			—			—			—			—
Trade Accounts Payable		4.5			3.8			4.8			3.8			3.5
Accrued Liabilities		(24.3	)		(7.0	)		—			—			—
Cash Provided From (Used In) Operations		(3.4	)		49.2			68.8			72.7			76.7
CASH FLOW FROM INVESTING
Capital Expenditures		(6.9	)		(34.0	)		(34.0	)		(34.0	)		(34.0	)
Capital Expenditures to Achieve Synergies		—			(9.0	)		(5.0	)		—			—
Cash Provided From (Used In) Investing		(6.9	)		(43.0	)		(39.0	)		(34.0	)		(34.0	)
CASH FLOW FROM FINANCING
Borrowings (Repayments) of ABL Revolving Credit Facility		10.4			(1.4	)		(22.5	)		(32.6	)		(28.5	)
Borrowings (Repayments) of New Senior Secured Notes		—			—			—			—			—
Borrowings (Repayments) of Capital
Leases		(0.1	)		(4.9	)		(7.3	)		(6.1	)		(6.1	)
Borrowings (Repayments) of Other Debt		—			—			—			—			—
Cash Provided From (Used In) Financing		10.3			(6.2	)		(29.8	)		(38.7	)		(34.6	)
NET INCREASE (DECREASE) IN CASH		0.0			(0.0	)		(0.0	)		0.0			8.1
CASH AT BEGINNING OF PERIOD		5.0			5.0			5.0			5.0			5.0
CASH AT END OF PERIOD	$	5.0		$	5.0		$	5.0		$	5.0		$	13.1

E-8

Exhibit E3
Assumptions to Financial Projections

     1. SALES

The stand-alone business plan for the sales volume for the Company, as measured in trade pounds sold, decreases by 4.6% in 2009 from 2008. During the subsequent projected period of 2010 to 2013, sales volume increases on average by 1.0% per annum. Continuing downgauging in the films industry is offset by increased trade pounds volume, attributable to Pliant’s growth capital expenditure investments.

The stand-alone business plan provides that average selling prices (“ASP”) for the Company are projected to decrease in 2009 from 2008 and increase thereafter during the 2010—2013 projected period, based on resin price assumptions from the March 27, 2009 forecast of Chemical Market Associates, Inc. (“CMAI”).

The contributed Berry Assets are expected to generate a total of $143.0 million of sales in 2009, $22.0 million of which will be achieved from the Emergence Date until the end of the year. The sales of the Berry Contributed Assets are expected to grow at a CAGR of 4.2% between 2009 and 2013.

     2. COST OF SALES

Pliant’s predominant material component, plastic resin, is projected to decline in price from 2008 to 2009 and increase progressively during the 2010 to 2013 period based on the aforementioned forecast published by CMAI. The CMAI forecast illustrates a year-over-year decline in plastic resin prices of approximately $0.23 per pound, or 27.0%, for 2009. A weighted average resin price was determined assuming a mix of the various resins utilized in Pliant’s products. During the 2010 to 2013 period, resin prices are projected to increase by an aggregate $0.04 per pound.

The Company’s ongoing plant restructuring program, equipment alignment and waste and material substitutions savings on raw materials are the primary drivers of the operating performance during the 2009—2013 period. The plant restructuring program involves the closures of the Deerfield, Massachusetts, Newport News, Virginia and Harrington, Delaware plants in 2009. Fixed cost savings from these plant closures are realized in 2009 and 2010. Waste and material substitutions savings are the result of the Company’s improving operating leverage and related plant restructuring efficiencies.

E-9

The Company’s operating costs consist of freight, direct labor, packaging, utilities, other direct and fixed costs (excluding depreciation). Operating costs per pound decrease by 6.5% during 2009, based on trade pounds volume contraction and the Company’s plant restructuring program. In the 2010—2013 period, operating costs per pound, excluding fixed costs, increase by 0.09% per year. Fixed costs per pound during the aforementioned period decrease by an aggregate of 3.5% due to operational efficiencies.

The operating costs of the Berry Contributed Assets are expected to decline from 86.7% in 2009 to approximately 84.2% in 2010, primarily due to the implementation of the proposed 11-layer line, the capital expenditures for which are currently being spent and will be fully spent by close. On an EBITDA basis, the Berry Contributed Assets increase from a contribution of $10.4 million in 2009 to $15.2 million in 2010. Between 2010 and 2013, the EBITDA of the Berry Contributed Assets is expected to grow by a CAGR of 3.7%.

     3. SYNERGIES

Apollo and Berry Management estimate that the operational and administrative synergies that will result from the combination of Pliant with the contributed Berry Assets and through the Intercompany Services Agreement will approximate $25.0 million. In 2010 and 2011, Apollo estimates that there will be a total of $14 million of capital expenditures to achieve these synergies and $10 million of costs to achieve the synergies. After a careful review of the opportunities, Apollo and Berry Management believe that the largest target areas for synergies are process improvements, SG&A and plant network optimizations.

     4. BALANCE SHEET AND CASH FLOW

Cash balances for the Reorganized Debtor are targeted at a minimum level of $5.0 million during 2009—2013, and any excess cash is used to pay down the ABL Revolver.

Inventory days on hand remain constant throughout the projected period.

Trade accounts receivable are assumed to remain constant on a days sales outstanding (“DSO”) basis throughout the projected period.

Accounts Payable is assumed to remain constant on a days payable outstanding (“DPO”) basis throughout the projected period.

Capital Expenditures are assumed to remain constant at $34.0 million during the 2009—2013 period. In addition, there will be $9.0 million and $5.0 million of non-recurring capital expenditures in 2010 and 2011, respectively, to achieve the proposed annual synergies of $25.0 million.

Assumed capital structure of $175.0 million ABL Revolving Credit Facility ($74.5 million drawn at close) with an indicative rate of LIBOR + 450 bps and $250.0 million of New Senior Secured Notes, throughout the forecast period. The LIBOR margin on the ABL Revolving Credit Facility assumes a floor of 200 bps.

E-10

EXHIBIT F

Liquidation Analysis

F-1

Liquidation Analysis

     The Debtors believe that the Plan meets the “best interest of creditors” test as set forth in section 1129(a)(7) of the Bankruptcy Code. There are Impaired Classes with respect to each Debtor, certain of which are contemplated to receive recoveries under the Plan. The Debtors believe that the members of each Impaired Class will receive at least as much as they would if the Debtors were liquidated under chapter 7 of the Bankruptcy Code.

     Pliant Corporation’s (“Pliant”) and the Domestic Subsidiary Borrowers’ obligations under the Domestic Working Capital Credit Agreement are secured by a security interest in and lien upon Pliant and the Subsidiary Guarantors’ property, including a first priority security interest in, among other things, inventory, receivables, deposit accounts, investment property, 100% of the stock of the Debtor, 66% of the stock of the non-Debtor Subsidiaries (Pliant Corporation Pty Ltd. (“Pliant Australia”), Pliant Film Products GmbH (“Pliant Germany”) and ASPEN Industrial, S.A. de C.V. and its subsidiaries, Jacinto Mexico, S.A. de C.V. and Pliant de Mexico S.A. de C.V. (collectively, “Pliant Mexico”)) (the “Working Capital Collateral”) and a second priority security interest in Pliant’s and the Subsidiary Guarantors’ real property, fixtures, equipment, intellectual property and all other types of property in which a first priority security interest or lien was granted to the First Lien Noteholders pursuant to the First Lien Noteholders Facility (the “Fixed Asset Collateral”).¹⁷

     Obligations of Pliant Mexico, Pliant Germany, Pliant Australia, Pliant Corporation of Canada Ltd. (“PCC” and collectively, the “Foreign Subsidiaries”) under the Foreign Working Capital Facility are secured by all receivables, inventory, investment property, and collection and deposit accounts of the Foreign Subsidiaries (the “Foreign Collateral”). The Foreign Working Capital Facility was repaid on April 9, 2009.

     Obligations under the First Lien Notes are secured by a first priority security interest in the Fixed Asset Collateral and a second priority security interest in the Working Capital Collateral. The First Lien Notes are guaranteed by certain domestic and foreign subsidiaries. Obligations under the Second Lien Notes are secured by a second priority security interest in the First Priority Collateral and the Second Priority Collateral. The Second Lien Notes are guaranteed by certain domestic and foreign subsidiaries. The First Lien Notes and the Second Lien Notes do not have a security interest in the Foreign Collateral.

¹⁷ For purposes of this Liquidation Analysis, the Debtors have included one-third of the foreign subsidiary stock in the Fixed Asset Collateral. Pursuant to the terms of the Final DIP Order, however, “the relative priority of the DIP Liens and the Prepetition Working Capital Replacement Liens with respect to the pledge of any such property that is capital stock (or an equivalent equity interest) of the foreign subsidiaries of the Debtors which is not otherwise encumbered by a lien of as of the Petition Date shall be as provided in the Prepetition Intercreditor Agreement, if applicable, as determined by this Court after a request made by either party.”

F-2

     Accordingly, the Liquidation Analysis is shown separately with respect to the Working Capital Collateral, Fixed Assets Collateral and for Pliant Australia, Pliant Germany, Pliant Mexico and PCC, which are separately described. Alliant has no material assets or liabilities and has also been excluded from this analysis. The Liquidation Analysis reflects the estimated cash proceeds, net of liquidation-related costs that would be realized if the Debtors were to be liquidated in accordance with chapter 7 of the Bankruptcy Code. Underlying the Liquidation Analysis are a number of estimates and assumptions that, although developed and considered reasonable by management of the Company, and by the Debtors’ professionals, are inherently subject to significant business, economic and competitive uncertainties and contingencies beyond the control of the Debtors and management, and are also based upon assumptions with respect to certain liquidation decisions which could be subject to change. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE VALUES REFLECTED IN THE LIQUIDATION ANALYSIS WOULD BE REALIZED IF THE DEBTORS WERE, IN FACT, TO UNDERGO SUCH A LIQUIDATION, AND ACTUAL RESULTS COULD VARY MATERIALLY FROM THOSE SHOWN HERE.

     The Liquidation Analysis was prepared by management of the Debtors, with the assistance of both Jefferies and other Debtor professionals. The Liquidation Analysis is based on the Company’s balance sheet as of December 31, 2008, and is predicated on the assumption that the Debtors would commence chapter 7 liquidation in the United States and similar proceedings in Canada on September 30, 2009. The Liquidation Analysis assumes that the actual December 31, 2008 balance sheet is a proxy for the September 30, 2009 balance sheet.

     It is also assumed that the liquidation of the Debtors would commence under the direction of a Court-appointed trustee and would continue for a period of nine months, during which time all of the Debtors’ major assets would either be sold or conveyed to the respective lien holders, and the cash proceeds, net of liquidation-related costs, would then be distributed to creditors. Although the liquidation of some assets might not require nine months, other assets would be more difficult to collect or sell, thus requiring a liquidation period substantially longer than nine months. The liquidation period would allow for the collection of receivables, the orderly sale of inventory and fixed assets, and the orderly wind-down of daily operations. For certain assets, estimates of the liquidation values were made for each asset individually. For other assets, liquidation values were assessed for general classes of assets by estimating the percentage recoveries that a trustee might achieve through an orderly disposition.

     The Liquidation Analysis assumes the orderly liquidation and wind down of all Debtor assets. Management believes the remaining non-Debtor assets, specifically those located in Mexico, Germany and Australia, have greater value as a going concern than in an orderly wind-down. Thus, the Liquidation Analysis assumes an orderly liquidation on a going concern basis for the non-Debtor assets. There can be no assurances that the actual value realized in a sale of these operations would yield the results as assumed in the Liquidation Analysis.

F-3

     The Liquidation Analysis assumes that liquidation proceeds would be distributed in accordance with Bankruptcy Code sections 726 and 1129(b). If a chapter 7 liquidation were pursued for the Debtors, the amount of liquidation value available to unsecured creditors would be reduced first, by the costs of the liquidation including fees and expenses of the trustee appointed to manage the liquidation, fees and expenses of other professionals retained by the trustee to assist with the liquidation and asset disposition expenses, second, with respect to the Fixed Asset Collateral, by the Debtor-in-Possession (“DIP”) Facility Claim and the carve-out for unpaid professional fees and disbursements from the Chapter 11 Cases (the “Carve-Out”), third, by the claims of secured creditors to the extent of the value of their collateral except as described herein, and, fourth, by the priority and administrative costs and expenses of the chapter 7 estates, including unpaid operating expenses incurred during the Chapter 11 Cases and any accrued and unpaid professional fees in excess of the Carve-Out allowed in the chapter 7 cases.

     The liquidation itself would trigger certain priority payments that otherwise would not be due in the ordinary course of business. These priority payments would be made in full before any distribution of proceeds to pay general unsecured claims or to make distributions in respect of equity interests. The liquidation would likely prompt certain other events to occur including the termination of the Company’s pension and benefit plans, the rejection of remaining executory contracts and unexpired leases, and defaults under agreements with customers to provide products. Such events would likely create a much larger number of unsecured creditors and would subject the chapter 7 estates to considerable additional claims for damages for breaches of those contracts or for the rejection of those contracts under the Bankruptcy Code. Such claims would also materially increase the amount of General Unsecured Claims against the Debtors and would dilute any potential recoveries to other holders of General Unsecured Claims. No attempt has been made to estimate additional General Unsecured Claims that may result from such events under a chapter 7 liquidation scenario.

     The Liquidation Analysis necessarily contains an estimate of the amount of Claims that will ultimately become Allowed Claims. Estimates for various classes of Claims are based solely upon the Debtors’ continuing review of the Claims filed in these Chapter 11 Cases and the Company’s books and records. No order or finding has been entered by the Court estimating or otherwise fixing the amount of Claims at the projected levels set forth in this Liquidation Analysis. In preparing the Liquidation Analysis, the Debtors have projected amounts of Claims that are consistent with the estimated Claims reflected in the Plan with certain modifications as specifically discussed herein.

     The Liquidation Analysis assumes that there are no recoveries from the pursuit of any potential preferences, fraudulent conveyances, or other causes of action and does not include the estimated costs of pursuing those actions.

F-4

Pliant Corporation (Note A)
Liquidation Analysis — Statement of Assets
($Millions) (Unaudited)

		Book Value
		as at 12/31/08
		except as		Hypothetical						Estimated
		otherwise noted		Recovery Percentage						Liquidation Value
	Note	(Note B)		Low			High			Low			High
Working Capital Collateral
Cash and Cash Equivalents	C	$	5.0		100.0	%		100.0	%	$	5.0		$	5.0
Trade and Other Receivables, Net	D		94.5		65.6	%		80.3	%		62.0			75.9
Inventories, Net	E		70.3		61.0	%		71.0	%		42.9			49.9
Other Current Assets	F		14.2		10.6	%		21.1	%		1.5			3.0
Intercompany Receivables	G		8.8		100.0	%		100.0	%		8.8			8.8
Other Non-Current Assets	H		10.4		4.8	%		9.6	%		0.5			1.0
66.6% Interest in Liquidation of Non-Debtor Subsidaries	I		18.0		80.6	%		99.0	%		14.5			17.8
Gross Estimated Working Capital Collateral Liquidation Proceeds		$	221.2							$	135.2		$	161.4
Pro Rata Share of Cost Associated with Liquidation:	J									$	(25.5	)	$	(22.4	)
Net Estimated Working Capital Liquidation Proceeds Available for Distribution										$	109.7		$	139.1
Fixed Asset and Other Collateral
Property, Plant and Equipment, Net	K		259.4		23.1	%		30.7	%		59.9			79.8
Goodwill and Other Intangibles	L		0.5		30.0	%		60.0	%		0.1			0.3
33.3% Interest in Liquidation of Non-Debtor Subsidaries	I		9.0		80.6	%		99.0	%		7.2			8.9
Gross Estimated Fixed Asset Collateral Liquidation Proceeds		$	268.8							$	67.2		$	88.9
Pro Rata Share of Cost Associated with Liquidation:	J									$	(12.7	)	$	(12.3	)
Net Estimated Fiexed Assets and Other Liquidation Proceeds Available for Distribution										$	54.5		$	76.6
Gross Estimated Liquidation Proceeds		$	490.0							$	202.4		$	250.4
Cost Associated with Liquidation:	J
Payroll / Overhead Costs										$	(27.7	)	$	(22.7	)
Chapter 7 Trustee Fees											(6.1	)		(7.5	)
Chapter 7 Professional Fees (9 months)											(4.5	)		(4.5	)
Total Cost Associated with Liquidation:										$	(38.2	)	$	(34.7	)
Net Estimated Liquidation Proceeds Available for Distribution										$	164.2		$	215.7

The accompanying notes are an integral part of the liquidation analysis.

F-5

Pliant Corporation
Distribution Analysis Summary
($Millions) (Unaudited)

	Estimated		Estimated
	Allowable		Liquidation Value
	Claims		Low			High			Note
Fixed Asset and Other Collateral:
Net Estimated Proceeds Available for Distribution From Fixed Asset Collateral			$	54.5		$	76.6
Less Superpriority Administrative Claims:
Carve Out for Professional Fees	$	3.0							M
DIP Facility		18.9							M
Total Superpriority Administrative Claims			$	21.9		$	21.9
Hypothetical Recovery to Superpriority Administrative Claims				100.0	%		100.0	%
Gross Proceeds Available after Superpriority Administrative Claims			$	32.6		$	54.7
Distribution of Proceeds from PCC				0.0			0.0		N
Net Proceeds Available after Superpriority Administrative Claims			$	32.6		$	54.7
Less Claims Secured on Fixed Asset Collateral:
First Lien Notes	$	393.8	$	32.6		$	54.7		O
Second Lien Notes		262.4		0.0			0.0		O
Prepetition Credit Facility Including Letters of Credit		145.0		0.0			0.0		O
			$	32.6		$	54.7
Hypothetical Recovery to First Lien Notes				8.3	%		13.9	%
Working Capital Collateral:
Net Estimated Proceeds Available for Distribution From Working Capital Collateral			$	109.7		$	139.1
Less Claims Secured on Working Capital Collateral:
Prepetition Credit Facility Including Letters of Credit	$	145.0	$	109.7		$	139.1		O
First Lien Notes		393.8		0.0			0.0		O
Second Lien Notes		262.4		0.0			0.0		O
			$	109.7		$	139.1
Hypothetical Recovery to Prepetition Credit Facility				75.6	%		95.9	%
Net Proceeds Available After Payment of Secured Claims			$	0.0		$	0.0
Less Administrative and Priority Claims(1):									P
Administrative and Priority Expense Claims	$	18.8							P
Chapter 11 Post-Petition Accounts Payable and Accrued Liabilities		117.7							P
			$	136.5		$	136.5
Hypothetical Recovery to Administrative and Priority Claims				0.0	%		0.0	%
Proceeds Available after Administrative and Priority Claims			$	0.0		$	0.0
Less Total Unsecured Claims:
Secured Debt — Deficiency Claim			$	658.8		$	607.3		Q
Senior Subordinated Notes				26.5			26.5		Q
Administrative and Priority Expense Claims — Deficiency Claim				18.8			18.8
Chapter 11 Post-Petition Accounts Payable and Accrued Liabilities — Deficiency Claim				117.7			117.7
General Unsecured Claims(2)				12.4			12.4		Q
			$	834.1		$	782.7
Hypothetical Recovery to Unsecured Claims				0.0	%		0.0	%
Net Estimated Deficiency to Unsecured Claims			$	(834.1	)	$	(782.7	)

(1)	Excludes $0.5 million of administrative and priority claims attributable to PCC. See Note N.
(2)	Excludes $1.3 million of general unsecured claims attributable to PCC. See Note N.

The accompanying notes are an integral part of the Liquidation Analysis.

F-6

Pliant Corporation
Distribution of Proceeds From PCC (Note N)
($Millions) (Unaudited)

	Estimated		Estimated
	Allowable		Liquidation Value
	Claims		Low			High			Note
Net Estimated Proceeds Available for Distribution before DIP-related Paydown			$	4.4		$	5.5		N
Less Total Secured Claims
DIP portion attributable to PCC				(6.4	)		(6.4	)
Proceeds Available for Distribution after Secured Claims			$	0.0		$	0.0
Less Administrative and Priority Claims:
Administrative and Priority Expense Claims	$	0.5							P
Chapter 11 Post-Petition Accounts Payable and Accrued Liabilities		1.0							P
			$	1.5		$	1.5
Hypothetical Recovery to Administrative and Priority Claims				0.0	%		0.0	%
Proceeds Available after Administrative and Priority Claims			$	0.0		$	0.0
Less Total Unsecured Claims
Secured Debt — Deficiency Claim			$	2.0		$	0.9
Administrative and Priority Claims — Deficiency Claim				1.5			1.5
General Unsecured Claims				1.3			1.3		Q
			$	4.8		$	3.7
Hypothetical Recovery to Unsecured Claims				0.0	%		0.0	%
Net Estimated Deficiency for PCC Unsecured Claims				($4.8	)		($3.7	)

The accompanying notes are an integral part of the liquidation analysis.

F-7

FOOTNOTES TO LIQUIDATION ANALYSIS

Note A — Organization and Ownership

     Pliant is the parent entity for all the Debtors and non-Debtor Subsidiaries and Affiliates. Its primary assets are the direct and indirect ownership interests in its Subsidiaries and Affiliates, intercompany receivables from other Debtor entities, substantially all of the assets of the Company’s domestic operations.

Note B — Book Values at December 31, 2008

     Unless stated otherwise, the book values used in this Liquidation Analysis are the un-audited net book values of the Debtors as of December 31, 2008, and are assumed to be a proxy for the assets of these entities as of September 30, 2009. The balances exclude the assets of any non-Debtor Subsidiaries. These assets are valued in Note I — Orderly Liquidation Value of Non-Debtor Entities.

Note C — Cash and Cash Equivalents

     The Liquidation Analysis assumes that operations during the liquidation period would not generate additional cash available for distribution except for net proceeds from the disposition of non-cash assets. The book value used in this Liquidation Analysis represents management’s projected cash balance as at September 30, 2009. It is assumed that cash and cash equivalents of approximately $5.0 million held in the Debtors’ accounts are fully collectible.

Note D — Accounts Receivable

     The analysis of accounts receivable assumes that a chapter 7 trustee would retain certain existing staff of the Debtors to handle an aggressive collection effort for outstanding trade accounts receivable for the Debtors. Collections during a liquidation of the Debtors would likely be significantly compromised as customers may attempt to set off outstanding amounts owed to the Debtors against alleged damage and breach of contract claims. The liquidation value of accounts receivable was estimated by applying a recovery factor consistent with the Debtors’ experience in collecting accounts receivable and the expectation of additional attempts to setoff. Based on this analysis, the Debtors estimate recoveries from the liquidation of its accounts receivable would be between $62.0 million and $75.9 million. The estimate also considers the inevitable difficulty a liquidating company has in collecting its receivables and any concessions that might be required to facilitate the collection of certain accounts. Estimated recoveries are between approximately 65.6% to 80.3% of net accounts receivable.

F-8

Note E — Inventories

     Inventories consist principally of finished film and packaging product and resin and other raw materials necessary to produce them. In June 2008, the Debtors engaged an independent appraiser to provide an appraisal of the Debtors’ inventory on an orderly liquidation value basis. Our recovery analysis assumes that some of the work-in-progress inventory would be converted into finished goods in order to maximize recoveries. Accordingly, based on the estimates provided by the independent appraiser, the Debtors estimate the projected gross recoveries from the liquidation of inventory, excluding related expenses, would be between $42.9 million and $49.9 million, with the low value of the range representing a 5% discount from the estimates included in the appraisal.

Note F—Other Current Assets

     Other current assets include prepaid payroll, prepaid taxes, prepaid insurance, prepaid rent, income taxes receivable, deferred taxes, and other prepaid expenses and deposits. Other current assets are assumed to have a liquidation value ranging from $1.5 million to $3.0 million, primarily representing offsets to projected operating expenses in the liquidation period.

Note G — Intercompany Receivables

     Intercompany receivables consist of three components. The first component is an intercompany note between Pliant Corporation and Pliant Mexico, a non-Debtor Subsidiary. The principal balance of the note and accrued and unpaid interest is approximately $8.1 million. The second component is an intercompany note between Pliant Corporation and Pliant Australia, a non-Debtor Subsidiary. The principal balance of the note and accrued and unpaid interest is approximately $0.7 million. The liquidation value of the intercompany notes between the Debtor and certain non-Debtor subsidiaries is estimated to be approximately $8.8 million and is repaid with the proceeds from the going concern sale of those entities as discussed in Note I — Orderly Liquidation of Non-Debtor Entities. The third component of intercompany receivables are amounts due to Pliant Corporation from certain Debtor Subsidiaries, which represent certain costs and overhead charges allocated by Pliant Corporation to certain of its Debtor subsidiaries. The entire balance is estimated to have no value.

Note H — Other Non-Current Assets

     Other non-current assets include capitalized financing costs, spare parts for printed products plants and pension assets. Management believes other non-current assets will have no value in a liquidation, with the exception of the spare parts for printed products plants in the range of $0.5 million to $1.0 million.

Note I — Orderly Liquidation Value of Non-Debtor Entities

     In order to maximize total liquidation value, the Liquidation Analysis assumes the orderly liquidation on a going concern basis of the non-Debtor operations.

F-9

     The estimated sale price of non-Debtor operations (comprised of Pliant Mexico, Pliant Australia and Pliant Germany) were valued by applying a market multiple to its fiscal 2009 projected EBITDA to arrive at an estimated Enterprise Value. The multiple selected is consistent with the methodology used to determine the Enterprise Value of the Company as discussed in Section VIII — Projected Financial Information and Reorganization Value. A 20% discount was applied to the estimated Enterprise Value to reflect the effect of a chapter 7 sale process, the likelihood of a “damaged goods” or fire sale perception by bidders, and the loss of value attributable to the Company’s global market presence.

     The Liquidation Analysis assumes the purchaser(s) of the non-Debtor Operations will assume all liabilities with the exception of intercompany debt. As such, the liquidation proceeds have been reduced by approximately $8.8 million for the repayment of intercompany debt. Additionally, liquidation proceeds have been reduced by approximately $1.8 million to $2.1 million, or 5% of the total enterprise value, for estimated transaction costs.

     The remaining net proceeds are returned to the Debtors is estimated to be between $21.7 million and $26.7 million collectively. The impact of potential tax liabilities resulting from the sale of the non-Debtor subsidiaries is not included in this analysis and is not determinable. Any additional tax liabilities not included in this analysis would likely result in the potential overstatement of the liquidation proceeds included in this analysis.

Note J — Costs Associated with Liquidation

     Corporate payroll and certain operating costs during the liquidation are based upon the assumption that certain plant and corporate functions would be retained to oversee the liquidation process and complete the conversion of work-in-process inventory to finished goods. The remaining staff would also be needed to maintain and close the accounting records and to complete certain administrative tasks including payroll and tax forms and records. Certain minimum staff would be required at the physical locations to complete the closure of the facilities, to disassemble the equipment and to oversee the sale process for equipment and real estate.

     Chapter 7 trustee fees include those fees associated with the appointment of a chapter 7 trustee in accordance with section 326 of the Bankruptcy Code. Trustee fees are estimated based on historical experience in other similar cases and are calculated at 3% of the total liquidation value of the Debtor entities.

     Chapter 7 professional fees include legal, appraisal, broker and accounting fees expected to be incurred during the nine-month liquidation period and not already deducted from liquidation values. Monthly professional fees for legal, accounting and other staff to assist the estates and the chapter 7 trustee with the process are assumed to be $500,000 per month for a period of nine months.

F-10

     The costs of administering the chapter 7 liquidation are estimated as follows:

Payroll/overhead costs	$22.7 million
Trustee Fees	$7.5 million
Professional Fees	$4.5 million
Total	$34.7 million

Note K —Property, Plant & Equipment, Net

     Property, Plant & Equipment includes all land, buildings, machinery and equipment owned by the Debtors.

     In January 2009, the Debtors engaged an independent appraiser to provide an appraisal of substantially all of the Debtors’ machinery and equipment. The high range of our recovery rate for machinery and equipment was based on the values prescribed in the appraisal report. The low range of our recovery rate for machinery and equipment was assumed to be equal to 79% of the appraised value. Estimated recovery rates have been shown net of sales commissions, estimated to be 5% of proceeds. The Liquidation Analysis does not include any value associated with equipment held under capital leases. Equipment held under such leases is assumed to be returned to the respective lessor in satisfaction of their secured claim.

     Certain property and equipment, including amongst other things, computers, office equipment and fixtures located at Pliant’s corporate offices in Schaumburg, Illinois, were not included in the appraisal. For the purposes of this analysis, it is assumed that the property and equipment not included in the appraisals would have a liquidation value of approximately $1 million.

     In January 2009, the Debtors also engaged an independent appraiser to provide appraisals of substantially all of the Debtor’s real property, consisting of 16 properties. The high range of our recovery rate for real property was based on the appraised values. The low range of our recovery rate for real property was assumed to be equal to 70% of the appraised value. This recovery rate is consistent with the advance rate afforded to the Debtors under the pre-petition borrowing base. Estimated recovery rates have been shown net of sales commissions, estimated to be 5% of proceeds.

     Total liquidation value for Property, Plant & Equipment is estimated to be between 23.1% and 30.7% of its net book value.

Note L — Goodwill and Other Intangibles

     As at December 31, 2008, the Debtors’ book value of goodwill and other intangible assets was $0.5 million, which relates to intangibles from the purchase of Win Wrap in 2007. Management estimates that there would be approximately $0.1 million to $0.3 million of value under a chapter 7 liquidation scenario.

F-11

Note M — Superpriority Administrative Claims

     The obligation under the DIP Credit Facility, net of cash, is estimated to be $17.8 million at September 30, 2009. The Carve-Out for accrued and unpaid professional fees at September 30, 2009 is estimated to be $3.0 million. The Carve-Out from the Chapter 11 Estates is assumed to be paid after the liquidation costs of the chapter 7 estates.

Note N — Distribution of Proceeds from PCC

     The First Lien Notes and the Second Lien Notes do not have a security interest in the Debtor subsidiary, PCC. Accordingly, the Liquidation Analysis assumes that the proceeds from the liquidation of PCC are available first to satisfy the portion of the DIP facility and the Working Capital Facility attributable to PCC, with any excess available to satisfy the unsecured claims of PCC.

     For the purposes of the Liquidation Analysis, management has assumed that $6.4 million of the DIP facility is attributable to PCC, representing the balance outstanding on PCC’s Working Capital Facility on the date of filing for chapter 11 which was repaid subsequently by the DIP facility.

     The orderly liquidation value of PCC is estimated to be between $4.4 million and $5.5 million. After deducting the $6.4 million portion of the DIP facility attributable to PCC, the orderly liquidation value is estimated to be $nil. The methodology used to estimate the liquidation value of PCC is consistent with the assumptions used to determine the liquidation value of the other Debtor assets.

     There are no excess proceeds available to satisfy the assumed $0.5 million of administrative and priority claims and the $1.3 million unsecured claims of PCC. Accordingly, there are no proceeds available to satisfy the administrative and priority claims and General Unsecured Claims of PCC.

Note O — Secured Claims

     For purposes of the Liquidation Analysis, management has assumed that Secured Claims will consist primarily of the estimated Revolving Credit Facility, the First Lien Notes and the Second Lien Notes. Total Secured Creditor Claims are estimated to be $831.3 million, included accrued interest for the First Lien Notes to September 30, 2009. For the purposes of this Liquidation Analysis, it is assumed that Equipment held under such leases is to be returned to the respective lessor in satisfaction of their secured claim.

Note P — Administrative and Priority Claims

     Administrative and priority claims include unpaid post-petition operating expenses of the Chapter 11 Estates as projected at September 30, 2009 assuming the amount trade credit advance by creditors remains comparable to the actual amount of trade credit advanced at February 10, 2009, as well as estimated chapter 7 Administrative claims, and estimated Priority Claims. The Liquidation Analysis does not include any estimate for unpaid severance obligations owed by the Chapter 11 Estates that may be administrative claims under the chapter

F-12

7 estates. Administrative claims are assumed paid on a pro rata basis from the net proceeds, if any, remaining after the payment of liquidation costs, DIP Facility Claims (including the Carve-Out), and Secured Claims. Other Priority Claims are assumed to be paid on a pro rata basis from the net proceeds available, if any, after the payment of liquidation costs, DIP Facility Claims (including the Carve-Out), Secured Claims and administrative claims. These Claims are assumed to have their priority as set out in the Bankruptcy Code. Total Administrative and Priority claims are estimated to be $18.8 million, of which $0.5 million is attributable to PCC, as discussed in Note N — Distribution of Proceeds from PCC.

Note Q — Unsecured Claims

     For purposes of the Liquidation Analysis, management has assumed that unsecured claims will consist of estimated Senior Subordinated Note Claims, and General Unsecured Claims as defined in the Plan. It should be noted that the Liquidation Analysis does not attempt to estimate potential additional General Unsecured Claims that would likely arise as a result of the termination of the Debtors’ pension and benefit plans, the rejection of remaining executory contracts and leases, and the failure of the Debtors to perform under existing contracts with its customers. Such additional claims would likely result from a cessation of operations as contemplated herein and would likely be substantial in amount. Senior Subordinated Note Claims and General Unsecured Claims are assumed to be paid on a pro rata basis from the net liquidation proceeds available, if any, after the payment of all other Claims. Total unsecured claims are estimated to be $851.5 million, of which $1.3 million is attributable to PCC, as discussed in Note N — Distribution of Proceeds from PCC.

F-13

EXHIBIT G

Selected Historical Financial Information of Debtors

G-1

EX-99.T.3.E.2

Exhibit T3E-2

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:	Chapter 11
PLIANT CORPORATION, et al.,1	Case No. 09-10443 (MFW)
Debtors.	Jointly Administered

JOINT PLAN OF REORGANIZATION
PROPOSED BY APOLLO MANAGEMENT VI, L.P. ON BEHALF OF APOLLO INVESTMENT
FUND VI, L.P., APOLLO OVERSEAS PARTNERS VI, L.P., APOLLO OVERSEAS PARTNERS
(DELAWARE) VI, L.P., APOLLO OVERSEAS PARTNERS (DELAWARE 892) VI, L.P. AND
APOLLO OVERSEAS PARTNERS (GERMANY) VI, L.P. AND DEBTORS

WACHTELL, LIPTON, ROSEN & KATZ	MORRIS, NICHOLS, ARSHT & TUNNELL llp
Philip Mindlin	Derek C. Abbott (No. 3376)
Douglas K. Mayer	Daniel B. Butz (No. 4227)
Andrew J. Nussbaum	1201 North Market Street
51 West 52nd Street	P.O. Box 1347
New York, New York 10019	Wilmington, Delaware 19899-1347
Telephone: (212) 403-1000	Telephone: (302) 658-9200
Facsimile: (212) 403-2000	Facsimile: (302) 658-3989

Counsel to Apollo Management VI, L.P.

SIDLEY AUSTIN llp	YOUNG CONAWAY STARGATT & TAYLOR, llp
Larry J. Nyhan	Robert S. Brady (No. 2847)
James F. Conlan	Edmon L. Morton (No. 3856)
Jessica C.K. Boelter	Kenneth J. Enos (No. 4544)
Kerriann S. Mills	The Brandywine Building
One South Dearborn Street	1000 West Street, 17th Floor
Chicago, Illinois 60603	P.O. Box 391
Telephone: (312) 853-7000	Wilmington, Delaware 19899-0391
Facsimile: (312) 853-7036	Telephone: (302) 571-6600
	Facsimile: (302) 571-1253

Counsel to the Debtors and Debtors-in-Possession

Dated: August 14, 2009

¹ The Debtors are: Pliant Corporation (Tax ID No. XX-XXX7725), Pliant Corporation International (Tax ID No. XX-XXX3075), Uniplast Holdings, Inc. (Tax ID No. XX-XXX9589), Pliant Film Products of Mexico, Inc. (Tax ID No. XX-XXX0805), Pliant Packaging of Canada, LLC (Tax ID No. XX-XXX0929), Alliant Company LLC (Tax ID. No. XX-XXX6811), Uniplast U.S., Inc. (Tax ID. No. XX-XXX9066), Uniplast Industries Co. (N/A), and Pliant Corporation of Canada Ltd. (N/A). The mailing address for Pliant Corporation is 1475 Woodfield Road, Suite 700, Schaumburg, IL 60173.

TABLE OF CONTENTS

			Page
ARTICLE I		DEFINED TERMS AND RULES OF INTERPRETATION		2
ARTICLE II		CLASSIFICATION OF CLAIMS AND INTERESTS		16
	2.1	Unclassified Claims		16
	2.2	Classes of Claims		16
ARTICLE III		TREATMENT OF CLAIMS AND INTERESTS		18
	3.1	Unclassified Claims		18
	3.2	Classes of Claims		19
	3.3	Classes of Interests		22
	3.4	Special Provision Regarding Unimpaired Claims		22
ARTICLE IV		ACCEPTANCE OR REJECTION OF THE PLAN		22
	4.1	Acceptance by an Impaired Class		22
	4.2	Presumed Acceptances by Unimpaired Classes		23
	4.3	Presumed Rejection by Impaired Classes		23
	4.4	Summary of Classes Voting on this Plan		23
ARTICLE V		MEANS FOR IMPLEMENTATION OF THE PLAN		23
	5.1	Non-Substantive Consolidation		23
	5.2	Reorganized Pliant Securities		23
	5.3	Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors		26
	5.4	Corporate Governance, Directors, Officers and Corporate Action		26
	5.5	Cancellation of Notes, Instruments, Debentures, Preferred Stock, Pliant Outstanding Common Stock and Other Pliant Outstanding Common Stock Interests		28
	5.6	Cancellation of Liens		28
	5.7	Issuance of New Securities and Related Matters		29
	5.8	Exit Financing		30
	5.9	Sources of Cash for Plan Distributions		30
	5.10	Cram-Down		30
	5.11	Reinstatement/Non-Impairment Authorized Under this Plan		30
	5.12	Apollo Arrangement and Structuring Fee		31
	5.13	Comprehensive Settlement of Claims and Controversies		31
ARTICLE VI		PROVISIONS GOVERNING DISTRIBUTIONS		31
	6.1	Distributions for Claims or Interests Allowed as of the Initial Distribution Date		31
	6.2	Interest on Claims		31
	6.3	Distributions by Disbursing Agent		31

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			Page
	6.4	Special Provisions Governing Distributions to Noteholders		32
	6.5	Delivery of Distributions and Undeliverable or Unclaimed Distributions		32
	6.6	Record Date for Distributions		33
	6.7	Allocation of Plan Distributions Between Principal and Interest		33
	6.8	Means of Cash Payment		33
	6.9	Withholding and Reporting Requirements		33
	6.10	Setoffs		34
	6.11	Fractional Shares		34
	6.12	De Minimis Distributions		34
ARTICLE VII		TREATMENT OF EXECUTORY CONTRACTS, UNEXPIRED LEASES AND PENSION PLANS		34
	7.1	Assumption of Executory Contracts and Unexpired Leases		34
	7.2	Cure of Defaults of Assumed Executory Contracts and Unexpired Leases		35
	7.3	Post-Petition Contracts and Leases		35
	7.4	Retiree Benefits and Pension Plans		35
ARTICLE VIII		PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS AND DISPUTED INTERESTS		35
	8.1	Objections to and Estimation of Claims		35
	8.2	No Distributions Pending Allowance		36
ARTICLE IX		CONFIRMATION AND CONSUMMATION OF THE PLAN		36
	9.1	Conditions to Effective Date		36
	9.2	Waiver of Conditions		37
	9.3	Effect of Non-Occurrence of Conditions to Effective Date		37
ARTICLE X		EFFECT OF PLAN CONFIRMATION		38
	10.1	Binding Effect		38
	10.2	Exculpation and Releases		38
	10.3	Injunction		40
	10.4	Term of Bankruptcy Injunction or Stays		41
	10.5	Termination of Subordination Rights and Settlement of Related Claims		41
ARTICLE XI		RETENTION OF JURISDICTION		41
ARTICLE XII		MISCELLANEOUS PROVISIONS		43
	12.1	Surrender of Instruments		43
	12.2	Committees		44
	12.3	Post-Confirmation Date Retention of Professionals		44
	12.4	Bar Date for Certain Administrative Expense Claims		44
	12.5	Effectuating Documents and Further Transactions		44

-iii-

		Page
12.6	Compensation and Benefit Programs		44
12.7	ACE Insurance Policies		45
12.8	Corporate Action		45
12.9	Exemption from Transfer Taxes		45
12.10	Payment of Statutory Fees		45
12.11	Amendment or Modification of this Plan		45
12.12	Severability of Plan Provisions		46
12.13	Successors and Assigns		46
12.14	Revocation, Withdrawal or Non-Consummation		46
12.15	Notice		46
12.16	Governing Law		48
12.17	Tax Reporting and Compliance		48
12.18	Exhibits		48
12.19	Filing of Additional Documents		48
12.20	Reservation of Rights		48
12.21	Disputes Concerning Canadian Claims against and Interests in Canadian Debtors		48

-iv-

EXHIBITS
Exhibit 1.7	Form of Backstop Commitment Agreement
Exhibit 1.18	Berry Assets
Exhibit 1.79	Form of New Senior Secured Note Indenture
Exhibit 3.2(i)	Intercompany Claims That Will Not Be Reinstated
Exhibit 5.2(a)(1)	Certificate of Incorporation of Reorganized Pliant
Exhibit 5.2(a)(2)	By-Laws of Reorganized Pliant
Exhibit 5.2(b)	Form of Certificate of Designations for the New Preferred Stock
Exhibit 5.2(c)	New Senior Secured Note Registration Rights Agreement
Exhibit 5.2(d)	Form of Intercompany Services Agreement
Exhibit 5.2(e)	Form of Reorganized Pliant Shareholders Agreement
Exhibit 5.4(b)	Directors and Officers of Reorganized Pliant and Other Reorganized Debtors
Exhibit 7.1	Rejected Executory Contracts
Exhibit 12.6	Discontinued Compensation and Benefits Programs

-v-

INTRODUCTION

          Apollo Management VI, L.P., on behalf of Apollo Investment Fund VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P. and Apollo Overseas Partners (Germany) VI, L.P., and Pliant (as defined herein), Pliant Corporation International, Uniplast Holdings, Inc., Pliant Film Products of Mexico, Inc., Pliant Packaging of Canada, LLC, Alliant Company LLC, Uniplast U.S., Inc., Uniplast Industries Co., and Pliant Corporation of Canada Ltd. propose the following joint plan of reorganization for the resolution of the outstanding claims against and interests in the Debtors (as defined herein). Reference is made to the Disclosure Statement (as defined herein), distributed contemporaneously herewith, for a discussion of the Debtors’ history, business, properties and operations, projections for those operations, risk factors, a summary and analysis of this Plan (as defined herein), and certain related matters including, among other things, the securities to be issued under this Plan. Subject to certain restrictions and requirements set forth herein and in 11 U.S.C. § 1127 and Fed. R. Bankr. P. 3019, the Proponents (as defined herein) reserve the right to alter, amend, modify, revoke or withdraw this Plan prior to its substantial consummation in accordance with the terms hereof, the Confirmation Order, the Canadian Confirmation Order (each, as defined herein), and the Bankruptcy Code. Further, Apollo (as defined herein) reserves the right to assign or delegate any or all rights and/or obligations hereunder; provided, that Apollo remains responsible for all such obligations.

ARTICLE I

DEFINED TERMS AND RULES OF INTERPRETATION

     A. Defined Terms. As used herein, capitalized terms shall have the meanings set forth below. Any term that is not otherwise defined herein, but that is used in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning given to that term in the Bankruptcy Code or the Bankruptcy Rules, as applicable.

     1.1 2006 Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of Pliant Corporation effective July 18, 2006.

     1.2 ACE means ACE American Insurance Company and other members of the ACE Group of Companies.

     1.3 Ad Hoc Committee of First Lien Noteholders means that certain informal committee of certain holders of the First Lien Notes.

     1.4 Ad Hoc Committee Advisors means Stroock & Stroock & Lavan LLP, Richards, Layton & Finger P.A., Goodmans LLP and Houlihan Lokey Howard & Zukin Capital, Inc.

     1.5 Ad Hoc Committee Advisors Claims means all Claims for the reasonable fees and expenses incurred by the Ad Hoc Committee Advisors, in each case pursuant to the terms of their respective pre-Petition Date engagement letters.

     1.6 Administrative Expense Claim means a Claim for costs and expenses of administration of the Chapter 11 Cases that are Allowed under sections 328, 330, 363, 364(c)(1), 365, 503(b), and 507(a)(2) of the Bankruptcy Code, including, without limitation, (a) any actual and necessary costs and expenses of preserving the Debtors’ Estates and operating the businesses of the Debtors (such as wages, salaries and commissions for services and payments for inventory, leased equipment and premises) and Claims of governmental units for taxes (including tax audit Claims) related to tax years commencing after the Petition Date, but excluding Claims related to tax periods, or portions thereof, ending on or before the Petition Date; (b) all compensation for legal, financial, advisory, accounting and other services and reimbursement of expenses Allowed by the Bankruptcy Court; (c) all Official Committee Advisor Claims; (d) all Ad Hoc Committee Advisor Claims, without any requirement for filing fee applications in the Chapter 11 Cases; (e) any indebtedness or obligations incurred or assumed by the Debtors during the Chapter 11 Cases; (f) any payment to be made under this Plan or otherwise to cure a default on an assumed executory contract or unexpired lease; (g) all First Lien Notes Indenture Trustee Claims, Second Lien Notes Indenture Trustee Claims and Senior Subordinated Notes Indenture Trustee Claims, without any requirement for filing fee applications in the Chapter 11 Cases; (h) Claims for out-of-pocket expenses incurred by members of the Official Committee (excluding any fees or expenses for legal or financial advisors except as otherwise provided herein); (i) Claims for out-of-pocket expenses incurred by members of the Ad Hoc Committee of First Lien Noteholders (excluding any fees or expenses for legal or financial advisors except as otherwise provided herein); and (j) all fees and expenses incurred by the Information Officer which are subject to a super-priority charge

-2-

granted by order of the Canadian Court. All fees and charges assessed against the Debtors’ Estates under section 1930, chapter 123, of title 28 of the United States Code are excluded from the definition of Administrative Expense Claim and shall be paid in accordance with Section 12.10 of the Plan.

     1.7 Affiliate Debtor(s) means, individually or collectively, a Debtor or Debtors other than Pliant, as applicable.

     1.8 Aggregate Rights Strike Price means (a) $193,000,000 less (b) the result of multiplying (i) $11,400,000 by (ii) a ratio the numerator of which is the aggregate amount of Allowed Second Lien Notes Claims held by Non-Apollo Holders which are exercising their Rights and the denominator of which is the aggregate amount of Allowed Second Lien Notes Claims held by Non-Apollo Holders.

     1.9 Allowed means, with respect to a Claim or Interest, or any portion thereof, in any Class or category specified, a Claim or Interest (a) that is not listed as disputed, contingent or unliquidated on the Debtors’ schedules, if any, and as to which no objection or request for estimation has been Filed on or before any objection deadline, if any, set by the Bankruptcy Court or the expiration of such other applicable period fixed by the Bankruptcy Court, (b) as to which any objection has been settled, waived, withdrawn or denied by a Final Order, or (c) that is expressly allowed (i) by a Final Order, (ii) by an agreement with Apollo Consent between the Holder of such Claim or Interest and the Debtors or Reorganized Debtors, or (iii) pursuant to the terms of this Plan.

     1.10 Apollo means Apollo Management VI, L.P., on behalf of Apollo Investment Fund VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P. and Apollo Overseas Partners (Germany) VI, L.P.

     1.11 Apollo Consent means the written consent of Apollo or the consent of Apollo which may be presumed to be granted under this Plan through the Effective Date if (a) such consent is required with respect to a matter with aggregate liability or exposure over the life of the relevant contract or agreement of $50,000 or less, and (b) written notice of such matter is provided to Apollo and its counsel (such notice to prominently state in bold text “Important - Presumption of Consent if No Response”) and no objection has been made by Apollo within five days after receipt of such written notice.

     1.12 Backstop Commitment Agreement means that certain agreement to be entered into by Pliant and Apollo pursuant to which Apollo or its designated affiliate(s) agrees to backstop the Rights Offering, on a fully subscribed basis, in an amount of no less than the New Cash Commitment Amount, in the form attached hereto as Exhibit 1.7.

     1.13 Ballot means the document for accepting or rejecting this Plan, and in the case of the Holders of Second Lien Notes Claims, for electing to receive and exercising their Rights, in the form approved by the Bankruptcy Court.

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     1.14 Bankruptcy Code means title 11 of the United States Code, as now in effect or hereafter amended, as applicable to the Chapter 11 Cases.

     1.15 Bankruptcy Court means the United States Bankruptcy Court for the District of Delaware or any other court with jurisdiction over the Chapter 11 Cases.

     1.16 Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, as now in effect or hereafter amended and any Local Rules of the Bankruptcy Court.

     1.17 Berry means Berry Plastics Corporation.

     1.18 Berry Assets means the agreements, assets and properties listed on Exhibit 1.18 to this Plan, to be further identified in the Plan Supplement.

     1.19 Berry Management means members of Berry management (or an entity owned by them).

     1.20 Business Day means any day other than a Saturday, a Sunday or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

     1.21 By-Laws means the by-laws of Reorganized Pliant, in substantially the form of Exhibit 5.2(a)(2), which shall be in form and substance reasonably acceptable to Apollo.

     1.22 Canadian Confirmation Order means the order of the Canadian Court, which shall, among other things, order and declare that the Confirmation Order and this Plan are recognized and shall be implemented and effective in Canada in accordance with their terms, and which shall be in form and substance reasonably acceptable to the Proponents.

     1.23 Canadian Court means the Ontario Superior Court of Justice.

     1.24 Canadian Debtors means Uniplast Industries Co., Pliant Corporation of Canada Ltd., and Pliant Packaging of Canada, LLC.

     1.25 Cash means legal tender of the United States of America.

     1.26 CCAA Proceedings means the recognition proceedings commenced by the Canadian Debtors under section 18.6 of the Companies’ Creditors Arrangement Act in the Canadian Court.

     1.27 Certificate of Designations means certificate of designations setting forth the terms, rights, obligations and preferences of the New Preferred Stock, in substantially the form attached hereto as Exhibit 5.2(b), which shall be in form and substance reasonably acceptable to Apollo.

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     1.28 Certificate of Incorporation means the amended and restated certificate of incorporation of Reorganized Pliant, in substantially the form of Exhibit 5.2(a)(1), which shall be in form and substance reasonably acceptable to Apollo.

     1.29 Chapter 11 Cases means the voluntary cases commenced February 11, 2009 by the Debtors in the Bankruptcy Court under chapter 11 of the Bankruptcy Code.

     1.30 Charging Lien means any lien or other priority in payment to which an Indenture Trustee is entitled under the applicable Indenture against distributions to be made to the applicable Noteholders under each Indenture.

     1.31 Claim means a “claim,” as defined in section 101(5) of the Bankruptcy Code.

     1.32 Class means each category of Holders of Claims or Interests established under Article II of this Plan pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy Code.

     1.33 Confirmation Date means the date on which the Clerk of the Bankruptcy Court enters the Confirmation Order on its docket.

     1.34 Confirmation Hearing means the hearing held by the Bankruptcy Court on confirmation of the Plan, as such hearing may be continued from time to time.

     1.35 Confirmation Order means the order of the Bankruptcy Court confirming this Plan pursuant to section 1129 of the Bankruptcy Code and Rights Offering which shall be in form and substance reasonably acceptable to the Proponents.

     1.36 Debtor(s) means, individually or collectively, Pliant, Pliant Corporation International, Uniplast Holdings, Inc., Pliant Film Products of Mexico, Inc., Pliant Packaging of Canada, LLC, Alliant Company LLC, Uniplast U.S., Inc., Uniplast Industries Co., and Pliant Corporation of Canada Ltd.

     1.37 DIP Facility Agent means The Bank of New York Mellon as Administrative Agent and Collateral Agent under the DIP Facility Agreement.

     1.38 DIP Facility Agreement means that certain Secured Super-Priority, Debtor-in-Possession Multiple Draw Term Loan Agreement, by and among the DIP Facility Lenders, the DIP Facility Agent and the Debtors, dated as of February 13, 2009, together with all related documents and instruments delivered pursuant to or in connection therewith, as may be amended from time to time with any necessary Bankruptcy Court approval.

     1.39 DIP Facility Claims means all Claims held by the DIP Facility Agent and the DIP Facility Lenders pursuant to the DIP Facility Agreement and the Final DIP Order.

     1.40 DIP Facility Lenders means the lenders party to the DIP Facility Agreement.

     1.41 Disallowed Claim means all or such part of a Claim that is disallowed by a Final Order of the Bankruptcy Court or other court of competent jurisdiction.

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     1.42 Disbursing Agent means any entity in its capacity as a disbursing agent under Section 6.3 hereof.

     1.43 Disclosure Statement means that certain disclosure statement relating to this Plan, including, without limitation, all Exhibits and schedules thereto, as the same may be amended, supplemented or otherwise modified from time to time, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.

     1.44 Disputed Claim means any Claim, including any portion thereof, that is (a) neither an Allowed Claim nor a Disallowed Claim, or (b) for which a Proof of Claim or Interest for payment has been timely Filed with the Bankruptcy Court or a written request for payment has been made, to the extent the Debtors or any party in interest has interposed a timely objection or request for estimation, which objection or request for estimation has not been withdrawn or determined by a Final Order.

     1.45 Distribution Date means a date selected by the Reorganized Debtors that is not later than ten (10) days after the Effective Date.

     1.46 DTC means The Depository Trust Company.

     1.47 Effective Date means the first Business Day this Plan becomes effective as provided in Article IX hereof.

     1.48 Estate(s) means, individually, the estate of Pliant or any of the Affiliate Debtors and, collectively, the estates of the Debtors created under section 541 of the Bankruptcy Code.

     1.49 Exhibit means an exhibit annexed either to this Plan or the Disclosure Statement. Each Exhibit shall be in form and substance reasonably acceptable to Apollo.

     1.50 Exit Facility means a financing facility to be entered into by the Reorganized Debtors on the Effective Date, in such amount and on such terms as are satisfactory to Apollo.

     1.51 Exit Facility Credit Agreement means the bank financing agreement relating to the Exit Facility, which shall be in form and substance satisfactory to Apollo.

     1.52 Face Amount means (a) when used in reference to a Disputed Claim, the full stated amount claimed by the Holder of such Claim in any Proof of Claim timely Filed with the Bankruptcy Court or otherwise deemed timely Filed by any Final Order of the Bankruptcy Court or other applicable bankruptcy law, and (b) when used in reference to an Allowed Claim, the Allowed amount of such Claim.

     1.53 File, Filed or Filing means file, filed or filing with the Bankruptcy Court or its authorized designee in the Chapter 11 Cases.

     1.54 Final DIP Order means the Final Order (a) Authorizing the Debtors to (i) Obtain Postpetition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 363(c), 363(e), 364(c), 364(d)(1) and 364(e) and (ii) Utilize Cash Collateral of Prepetition Secured Parties, (b) Granting Adequate

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Protection to Prepetition Secured Parties, and (c) Granting Related Relief, entered by the Bankruptcy Court on March 20, 2009, and as may be amended, modified or supplemented by the Bankruptcy Court from time to time.

     1.55 Final Order means an order or judgment of the Bankruptcy Court (or other court of competent jurisdiction) entered by the Clerk of the Bankruptcy Court on the docket in the Chapter 11 Cases (or on the docket of any other court of competent jurisdiction), which has not been reversed, vacated or stayed and as to which (a) the time to appeal, petition for certiorari or move for a new trial, reargument or rehearing has expired and as to which no appeal, petition for certiorari or other proceedings for a new trial, reargument or rehearing shall then be pending, or (b) if an appeal, writ of certiorari, new trial, reargument or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied or a new trial, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired; provided, however, that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be Filed relating to such order, shall not cause such order not to be a Final Order.

     1.56 First Lien Notes Claims means all Claims (other than the First Lien Notes Indenture Trustee Claim) (i) arising under or evidenced by the First Lien Notes, the First Lien Notes Indenture and related documents or (ii) granted to the First Lien Noteholders or the First Lien Indenture Trustee pursuant to the terms of the Final DIP Order.

     1.57 First Lien Notes means (a) the 11.85% senior secured notes due 2009 in the aggregate principal amount of approximately $384.5 million as of the Petition Date and (b) the remaining 11.35% senior secured notes due 2009 in the aggregate principal amount of approximately $8.0 million as of the Petition Date, each issued under the First Lien Notes Indenture.

     1.58 First Lien Notes Indenture means that certain Amended and Restated Indenture (as amended and restated as of May 6, 2005, supplemented, and modified from time to time) dated as of February 17, 2004, among Pliant, as issuer, and Wilmington Trust Company, as indenture trustee, including all agreements, documents, notes, instruments, and any other agreements delivered thereto or in connection therewith. The guarantors of indebtedness under the original first lien notes indenture, prior to its amendment, pursuant to which the 11.35% senior secured notes were issued, were (a) Pliant Corporation International; (b) Pliant Film Products of Mexico, Inc.; (c) Pliant Packaging of Canada, LLC; (d) Uniplast Holdings, Inc.; (e) Uniplast U.S., Inc.; (f) Uniplast Industries Co.; and (g) Pliant Solutions Corporation. The guarantors of indebtedness under the First Lien Notes Indenture, as amended and restated as of May 6, 2005, pursuant to which the 11.85% senior secured notes were issued, are (i) Pliant Corporation International; (ii) Pliant Film Products of Mexico, Inc.; (iii) Pliant Packaging of Canada, LLC; (iv) Uniplast Holdings, Inc.; (v) Uniplast U.S., Inc.; and (vi) Uniplast Industries Co.

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     1.59 First Lien Notes Indenture Trustee means the trustee under the First Lien Notes Indenture.

     1.60 First Lien Notes Indenture Trustee Claims means all Claims of the First Lien Notes Indenture Trustee for reasonable fees and expenses under the terms of the First Lien Notes Indenture (including, but not limited to, the reasonable fees, costs and expenses incurred by the First Lien Notes Indenture Trustee’s professionals).

     1.61 General Unsecured Claims means all Claims against the Debtors that do not constitute Administrative Expense Claims, DIP Facility Claims, Priority Tax Claims, Priority Non-Tax Claims, Other Secured Claims, Prepetition Credit Facility Claims, First Lien Notes Claims, Second Lien Notes Claims, Senior Subordinated Notes Claims, Intercompany Claims, Section 510(b) Claims or Small Claims. General Unsecured Claims shall not include Claims that are disallowed or released, whether by operation of law or pursuant to order of the Bankruptcy Court, written release or settlement, the provisions of this Plan or otherwise.

     1.62 Holder means an entity holding a Claim or Interest.

     1.63 Impaired means “impaired” within the meaning of section 1124 of the Bankruptcy Code.

     1.64 include or including means “including, without limitation”.

     1.65 Indenture(s) means, individually or collectively, the First Lien Notes Indenture, the Second Lien Notes Indenture and the Senior Subordinated Notes Indenture.

     1.66 Indenture Trustee(s) means, individually or collectively, the First Lien Notes Indenture Trustee, the Second Lien Notes Indenture Trustee and the Senior Subordinated Notes Indenture Trustee.

     1.67 Information Officer means RSM Richter Inc.

     1.68 Intercompany Claims means all prepetition Claims against any of the Debtors held by a Debtor or a Non-Debtor Affiliate.

     1.69 Intercreditor Agreement means the Amended and Restated Intercreditor Agreement, dated as of February 17, 2004, as amended, modified or supplemented from time to time, between Pliant, the collateral agent under the Revolving Credit Facility Agreement, the First Lien Notes Indenture Trustee and the Second Lien Notes Indenture Trustee.

     1.70 Interest means the legal, equitable, contractual and other rights of the Holders of Series AA Preferred Stock, Series M Preferred Stock, and Pliant Outstanding Common Stock Interests in Pliant.

     1.71 Interim Compensation Order means the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professional Pursuant to §§ 105 and 33 entered by the Bankruptcy Court on March 10, 2009.

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     1.72 Investor Group means Apollo and Berry and their respective affiliates, except as contemplated by the Reorganized Pliant Shareholders Agreement.

     1.73 Lien means, with respect to any interest in property, any mortgage, lien, pledge, charge, security interest, easement or encumbrance of any kind whatsoever affecting such interest in property.

     1.74 Litigation Claims means the claims, rights of action, suits or proceedings, whether in law or in equity, whether known or unknown that any Debtor or Estate may hold against any entity as of the Petition Date except any claim, right or cause of action pursuant to section 547 of the Bankruptcy Code.

     1.75 New Cash Commitment Amount means up to $193 million.

     1.76 New Common Stock means the shares of Reorganized Pliant common stock, par value $0.001 per share.

     1.77 New Preferred Stock means the shares of Reorganized Pliant Series A Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share having the terms, rights, obligations and preferences set forth in the Certificate of Designations.

     1.78 New Senior Secured Notes means the fixed-rate senior secured notes due 2015 bearing an interest rate of 11¹/2 % per annum, pursuant to the New Senior Secured Notes Indenture.

     1.79 New Senior Secured Notes Indenture means an indenture in substantially the form of Exhibit 1.79 (as such indenture may be amended, supplemented, and modified from time to time) to be entered into among Reorganized Pliant, as issuer, and an indenture trustee, including all agreements, documents, notes, instruments, and any other agreements delivered thereto or in connection therewith, in connection with the issuance of the New Senior Secured Notes.

     1.80 Noteholder(s) means, individually or collectively, Holders of First Lien Notes, Second Lien Notes and/or Senior Subordinated Notes.

     1.81 Non-Debtor Affiliate means, individually or collectively, Aspen Industrial, S.A. de C.V., Jacinto Mexico, S.A. de C.V., Pliant de Mexico S.A. de C.V., Pliant Corporation Pty. Ltd., and Pliant Film Products GmbH.

     1.82 Non-Investor Group Holder means a holder of New Common Stock not belonging in the Investor Group.

     1.83 Official Committee means the official committee of unsecured creditors appointed by the U.S. Trustee pursuant to section 1102(a) of the Bankruptcy Code in the Chapter 11 Cases.

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     1.84 Official Committee Advisors means Lowenstein Sandler, P.C. , Mesirow Financial Consulting, LLC and Polsinelli Shugart PC.

     1.85 Official Committee Advisors Claims means all Claims for the reasonable fees and expenses incurred by the Official Committee Advisors, in each case pursuant to the terms of their respective engagement letters.

     1.86 Other Secured Claim means a Secured Claim, other than an Administrative Expense Claim, a DIP Credit Facility Claim, a Prepetition Credit Facility Claim, and a First Lien Notes Claim.

     1.87 Pension Plans means the Pliant Corporation Defined Benefit Pension Plan, the Pliant Corporation Hourly Employees’ Pension Plan for Chippewa Falls Plant, and the Retirement Plan for the Salaried Employees of Pliant Corporation of Canada Ltd.

     1.88 Petition Date means February 11, 2009, the date on which the Debtors commenced their Chapter 11 Cases.

     1.89 Plan means this chapter 11 plan of reorganization, including Exhibits and all supplements, appendices and schedules thereto, either in its present form or as the same may be altered, amended or modified from time to time in accordance with the provisions of the Bankruptcy Code and the terms hereof.

     1.90 Plan Supplement means the supplement to this Plan in form and substance satisfactory to the Proponents Filed with the Bankruptcy Court not later than ten Business Days prior to the Confirmation Date for the purposes specified in this Plan.

     1.91 Pliant means Pliant Corporation, a Delaware corporation, debtor-in-possession in these Chapter 11 Cases pending in the Bankruptcy Court.

     1.92 Pliant Outstanding Common Stock means the issued and outstanding common stock of Pliant as of the Petition Date.

     1.93 Pliant Outstanding Common Stock Interests means any Claim or Interest attributable to ownership of Pliant Outstanding Common Stock and all other unissued or authorized shares of Pliant’s common stock as of the Petition Date, whether or not transferable, and all options or rights of any kind or nature providing for or otherwise evidencing ownership Interests in Pliant (whether known or unknown, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed), or any right of any kind or nature (contractual, legal, equitable or otherwise) to purchase or acquire any such Pliant Outstanding Common Stock at any time and all rights arising with respect thereto.

     1.94 Pliant Preferred Stock Interests means any Claim or Interest attributable to ownership of shares of Series AA Preferred Stock or Series M Preferred Stock, or any other series of preferred stock issued by Pliant and outstanding on the Petition Date.

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     1.95 Prepetition Credit Facility means collectively, (a) that certain Working Capital Credit Agreement, among Pliant, Uniplast Holdings, Inc., Uniplast United States, Inc., Pliant Corporation Pty Ltd., Pliant Film Products GmbH and Aspen Industrial, S.A. de C.V., as borrowers, the lender parties thereto, Merrill Lynch Bank USA, as administrative agent, and Merrill Lynch Commercial Finance Corp., as sole lead arranger and book manager, as amended and restated from time to time and (b) that certain Fixed Asset Credit Agreement, among Pliant Corporation Pty Ltd., Pliant Corporation of Canada Ltd., Pliant Film Products GmbH and Aspen Industrial, S.A. de C.V., as borrowers, the lender parties thereto, Merrill Lynch Bank USA, as administrative agent, and Merrill Lynch Commercial Finance Corp., as sole lead arranger and book manager.

     1.96 Prepetition Credit Facility Claim means any Claim (a) arising under or evidenced by the Prepetition Credit Facility and related documents and (b) pursuant to section 507(b) of the Bankruptcy Code granted to the agent or the lenders under the Prepetition Credit Facility pursuant to the terms of the Final DIP Order; provided, however, that any claim for a prepayment premium or penalty that may be asserted in respect of the Prepetition Credit Facility will be payable only if, and to the extent, Allowed by a Final Order.

     1.97 Prepetition Credit Facility Parties means, collectively, the Lenders, the Administrative Agents, the Issuing Banks, the Arrangers and each of the other Secured Parties (each, as defined in the Prepetition Credit Facility).

     1.98 Priority Non-Tax Claims means any Claim other than an Administrative Expense Claim or a Priority Tax Claim, entitled to priority in payment as specified in section 507(a) of the Bankruptcy Code.

     1.99 Priority Tax Claim means any Claim of a governmental unit of the kind entitled to priority in payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.

     1.100 Proponents means Apollo and the Debtors.

     1.101 Pro Rata means that proportion that a Claim or Interest in a particular Class bears to the aggregate amount of all Claims or Interests in such Class except in cases where Pro Rata is used in reference to multiple Classes, in which case, Pro Rata means the proportion that a Claim or Interest in a particular Class bears to the aggregate amount of all Claims in such multiple Classes.

     1.102 Record Date means the Effective Date or such other date as may be designated in the Confirmation Order.

     1.103 Reinstated or Reinstatement means (a) leaving unaltered the legal, equitable and contractual rights to which a Claim entitles the Holder of such Claim, or (b) notwithstanding any contractual provision or applicable law that entitles the Holder of such Claim to demand or receive accelerated payment of such Claim after the occurrence of a default, (i) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code; (ii) reinstating the maturity of such Claim as such maturity existed before such default; (iii) compensating the Holder of such Claim for any

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damages incurred as a result of any reasonable reliance by such Holder on such contractual provision or such applicable law; (iv) if such Claim arises from any failure to perform a nonmonetary obligation other than a default arising from failure to operate a nonresidential real property lease subject to section 365(b)(1)(A) of the Bankruptcy Code, compensating the Holder of such Claim (other than the debtor or an insider) for any pecuniary loss incurred by such Holder as a result of such failure; and (v) not otherwise altering the legal, equitable or contractual rights to which such Claim entitles the Holder of such Claim.

     1.104 Released Parties means (a) the Debtors, (b) the Non-Debtor Affiliates, (c) the Official Committee and its members or affiliates, (d) the Ad Hoc Committee of First Lien Noteholders and its members or affiliates, (e) the Indenture Trustees, (f) the Prepetition Credit Facility Parties and their successors and assigns, (g) the DIP Facility Lenders, the DIP Facility Agent and their successors and assigns, (h) Apollo and its affiliates, (i) Berry and its affiliates, (j) the present and former directors, officers and employees of the Debtors and the Non-Debtor Affiliates who were serving in such capacity on or after the Petition Date, and (k) any attorneys, financial advisors, investment bankers, accountants, consultants, or other professionals of the parties described in clauses (a) through (k) hereof, in each case solely in their capacities as such; provided, however, that such attorneys and professional advisors shall only include those that provided services related to the Chapter 11 Cases, the CCAA Proceedings, and the transactions contemplated by this Plan, and (l) the directors, officers, partners, members, representatives and employees of the parties described in clauses (a) through (k) hereof.

     1.105 Reorganized Debtors means the reorganized Debtors or any successors thereto by merger, consolidation or otherwise, on or after the Effective Date, after giving effect to the transactions occurring on the Effective Date in accordance with this Plan.

     1.106 Reorganized Pliant means the reorganized Pliant or any successors thereto by merger, consolidation or otherwise, on or after the Effective Date, after giving effect to the transactions occurring on the Effective Date in accordance with this Plan.

     1.107 Reorganized Pliant Shareholders Agreement means a shareholders agreement among Reorganized Pliant and all of the holders of New Common Stock pursuant to Section 5.2 of this Plan. The Reorganized Pliant Shareholders Agreement shall be substantially in the form attached as Exhibit 5.2(e) to this Plan and shall be in form and substance reasonably acceptable to Apollo.

     1.108 Rights means the subscription rights to purchase shares of New Common Stock in connection with the Rights Offering at a price equal to the Rights Strike Price per share of New Common Stock.

     1.109 Rights Allocation means the Rights offered pursuant to the Rights Offering other than the Minimum Rights issued to Apollo or its designated affiliate(s) pursuant to Section 5.2(f) hereto.

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     1.110 Rights Offering means the offering of Rights to purchase up to a number of shares of New Common Stock representing 75%² on a fully diluted basis of the New Common Stock to be issued by Reorganized Pliant pursuant to the Plan, for an aggregate purchase price equal to the Aggregate Rights Strike Price.

     1.111 Rights Strike Price means an amount equal to (a) the Aggregate Rights Strike Price divided by (b) the maximum number of shares of New Common Stock to be issued pursuant to the Rights Offering.

     1.112 Second Lien Notes means the 11-1/8% senior secured notes due 2009 issued under the Second Lien Notes Indenture in the aggregate principal amount of $250,000,000.

     1.113 Second Lien Notes Indenture Trustee means the trustee under the Second Lien Notes Indenture.

     1.114 Second Lien Notes Indenture Trustee Claims means all Claims of the Second Lien Notes Indenture Trustee for reasonable fees and expenses under the terms of the Second Lien Notes Indenture (including, but not limited to, the reasonable fees, costs and expenses incurred by the Second Lien Notes Indenture Trustee’s professionals)

     1.115 Second Lien Notes Claims means all Claims arising under or evidenced by the Second Lien Notes or the Second Lien Notes Indenture and related documents other than the Second Lien Notes Indenture Trustee Claims.

     1.116 Second Lien Notes Indenture means that certain Indenture dated as of May 30, 2003, as amended and restated or modified from time to time, among Pliant, as issuer, and Wilmington Trust Company, as initial indenture trustee, and succeeded by Wells Fargo Bank, National Association, as successor indenture trustee, including all agreements, documents, notes, instruments, and any other agreements delivered thereto or in connection therewith. The guarantors of indebtedness under the Second Lien Notes Indenture are (a) Pliant Corporation International; (b) Pliant Film Products of Mexico, Inc.; (c) Pliant Packaging of Canada, LLC; (d) Pliant Solutions Corporation; (e) Uniplast Holdings, Inc.; and (f) Uniplast U.S., Inc.

     1.117 Section 510(b) Claim means a Claim against any Debtor that is subordinated, or subject to subordination, pursuant to section 510(b) of the Bankruptcy Code, including a Claim arising from rescission of a purchase or sale of a security of a Debtor or an affiliate of a Debtor, for damages arising from the purchase or sale of such a security, or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such Claim.

     1.118 Secured Claim means a Claim secured by a Lien on collateral to the extent of the value of such collateral (a) as set forth in this Plan, (b) as agreed to by the Holder of such Claim and the Debtors with Apollo Consent or (c) as determined by a Final Order in accordance with section 506(a) of the Bankruptcy Code or, in the event that such Claim is subject to setoff under section 553 of the Bankruptcy Code, to the extent of such setoff.

² Such shares of New Common Stock may be subject to dilution in the event Reorganized Pliant issues management compensatory stock options or other compensatory awards denominated in shares of New Common Stock.

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     1.119 Senior Subordinated Notes means the means the 18% Senior Subordinated Notes due 2012 issued under the Senior Subordinated Notes Indenture in an aggregate principal amount of $24 million.

     1.120 Senior Subordinated Notes Claim means a Claim arising under or evidenced by the Senior Subordinated Notes Indenture and related documents, other than the Claims of the Senior Subordinated Notes Indenture Trustee.

     1.121 Senior Subordinated Notes Indenture means that certain Indenture, dated as of June 14, 2007, among Pliant, certain subsidiaries of Pliant and The Bank of New York Trust Company, N.A., as trustee, with respect to the issuance on such date of the Senior Subordinated Notes.

     1.122 Senior Subordinated Notes Indenture Trustee means the trustee under the Senior Subordinated Notes Indenture.

     1.123 Senior Subordinated Notes Indenture Trustee Claims means all Claims of the Senior Subordinated Notes Indenture Trustee for reasonable fees and expenses under the terms of the Senior Subordinated Notes Indenture (including, but not limited to, the reasonable fees, costs and expenses incurred by the Senior Subordinated Notes Indenture Trustee’s professionals).

     1.124 Series AA Preferred Stock means the shares of Series AA Exchangeable Redeemable Preferred Stock authorized pursuant to the 2006 Certificate of Incorporation.

     1.125 Series AA Registration Rights Agreement means that certain Registration Rights Agreement, dated as of July 18, 2006, among Pliant Corporation and Holders of Series AA Preferred Stock.

     1.126 Series M Preferred Stock means the shares of Series M Preferred Stock authorized pursuant to the 2006 Certificate of Incorporation.

     1.127 Small Claim means any Claim against the Debtors that is not an Administrative Expense Claim, a DIP Facility Claim, a Priority Tax Claim, a Priority Non-Tax Claim, an Other Secured Claim, a Prepetition Credit Facility Claim, a First Lien Notes Claim, a Second Lien Notes Claim, a Senior Subordinated Notes Claim, an Intercompany Claim or a Section 510(b) Claim, is of an amount that is (i) in an amount equal to or less than $3,000 or (ii) in an amount that has been reduced to $3,000 pursuant to a Small Claims Class Election made by the Holder of such Claim, and has not been disallowed or released, whether by operation of law or pursuant to order of the Bankruptcy Court, written release or settlement, the provisions of this Plan or otherwise.

     1.128 Small Claims Class Election means an irrevocable election made on the Ballot by the Holder of a Claim that would otherwise be a General Unsecured Claim in an amount greater than $3,000 to reduce such Claim to $3,000.

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     1.129 Stockholders Agreement means that certain Stockholders Agreement dated July 18, 2006 with respect to the Pliant Outstanding Common Stock.

     1.130 Subsidiary Interests means, collectively, all of the issued and outstanding shares of stock or membership interests of the Subsidiary Debtors, existing prior to the Effective Date, which stock and interests are owned, directly or indirectly, by Pliant.

     1.131 Subsidiary Debtors means, collectively, Pliant Corporation International, Uniplast Holdings, Inc., Pliant Film Products of Mexico, Inc., Pliant Packaging of Canada, LLC, Alliant Company LLC, Uniplast U.S., Inc., Uniplast Industries Co., and Pliant Corporation of Canada Ltd.

     1.132 Unimpaired means with respect to a Claim or Interest that such Claim or Interest is not Impaired as a result of being either (a) Reinstated or (b) paid in full in Cash under this Plan.

     B. Rules of Interpretation. For purposes of this Plan, unless otherwise provided herein: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, will include both the singular and the plural; (b) unless otherwise provided in this Plan, any reference in this Plan to a contract, instrument, release, or other agreement or document being in a particular form or on particular terms and conditions means that such document will be substantially in such form or substantially on such terms and conditions; (c) any reference in this Plan to an existing document, schedule or exhibit Filed or to be Filed means such document or schedule, as it may have been or may be amended, modified, or supplemented pursuant to this Plan; (d) any reference to an entity as a Holder of a Claim or Interest includes that entity’s successors and assigns; (e) all references in this Plan to Sections, Articles and Schedules are references to Sections, Articles and Schedules of or to this Plan or the Plan Supplement, as the same may be amended, waived or modified from time to time; (f) the words “herein,” “hereof,” “hereto,” “hereunder” and other words of similar import refer to this Plan as a whole and not to any particular section, subsection or clause contained in this Plan; (g) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Plan; (h) subject to the provisions of any contract, certificates or articles of incorporation, by-laws, instruments, releases, or other agreements or documents entered into in connection with this Plan, the rights and obligations arising under this Plan shall be governed by, and construed and enforced in accordance with, federal law, including the Bankruptcy Code and Bankruptcy Rules; (i) the rules of construction set forth in section 102 of the Bankruptcy Code will apply; and (j) in computing any period of time prescribed or allowed by this Plan, the provision of Bankruptcy Rule 9006(a) will apply.

     C. Exhibits and Plan Supplement. All Exhibits as well as the Plan Supplement, are incorporated into and are a part of this Plan as if set forth in full herein, and, to the extent not annexed hereto, such Exhibits and Plan Supplement shall be timely Filed in accordance with this Plan. Holders of Claims and Interests may obtain a copy of the Filed Exhibits and Plan Supplement upon written request to the Proponents. Upon their Filing, the Exhibits and Plan Supplement may be inspected in the office of the clerk of the Bankruptcy Court or its designee

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during normal business hours. The documents contained in the Exhibits and Plan Supplement shall be approved by the Bankruptcy Court pursuant to the Confirmation Order.

ARTICLE II

CLASSIFICATION OF CLAIMS AND INTERESTS

          All Claims and Interests, except Administrative Expense Claims, DIP Facility Claims and Priority Tax Claims, are placed in the Classes set forth below. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims, DIP Facility Claims and Priority Tax Claims, as described below, have not been classified.

          This Plan constitutes a single plan of reorganization for all Debtors. A Claim or Interest is placed in a particular Class only to the extent that the Claim or Interest qualifies within the description of such Class and is in a different Class to the extent that it qualifies within the description of such different Class, but the same portion of a Claim may not be in more than one Class. A Claim or Interest is also placed in a particular Class for all purposes, including voting, confirmation and distribution under this Plan and under sections 1122 and 1123(a)(1) of the Bankruptcy Code. However, a Claim or Interest is placed in a particular Class for the purpose of receiving distributions pursuant to this Plan only to the extent that such Claim or Interest is an Allowed Claim or Interest in that Class and such Claim or Interest has not been paid, released or otherwise settled prior to the Effective Date.

     2.1 Unclassified Claims. The following Claims are Unimpaired by this Plan.

(a) Administrative Expense Claims.

(b) DIP Facility Claims.

(c) Priority Tax Claims.

     2.2 Classes of Claims.

(a) Class 1: Priority Non-Tax Claims. Class 1 consists of all Priority Non-Tax Claims against each applicable Debtor. Claims in Class 1 are Unimpaired. Holders of Claims in Class 1 will be deemed to accept the Plan and are not entitled to vote to accept or reject the Plan.

(b) Class 2: Other Secured Claims. Class 2 consists of all Other Secured Claims against each applicable Debtor. Claims in Class 2 are Unimpaired. Holders of Claims in Class 2 will be deemed to accept the Plan and are not entitled to vote to accept or reject the Plan.

(c) Class 3: Prepetition Credit Facility Claims. Class 3 consists of all Prepetition Credit Facility Claims against each applicable Debtor. Claims in Class 3 are Unimpaired. Holders of Claims in Class 3 will be deemed to accept the Plan and are not entitled to vote to accept or reject the Plan.

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(d) Class 4: First Lien Notes Claims. Class 4 consists of First Lien Notes Claims against each applicable Debtor. Claims in Class 4 are Impaired. Holders of Claims in Class 4 are entitled to vote to accept or reject the Plan.

(e) Class 5: Second Lien Notes Claims. Class 5 consists of Second Lien Notes Claims against each applicable Debtor. Claims in Class 5 are Impaired. Holders of Claims in Class 5 are entitled to vote to accept or reject the Plan.

(f) Class 6: General Unsecured Claims. Class 6 consists of all General Unsecured Claims against each applicable Debtor. Claims in Class 6 are Impaired. Holders of Claims in Class 6 are entitled to vote to accept or reject the Plan.

(g) Class 7: Senior Subordinated Notes Claims. Class 7 consists of all Senior Subordinated Notes Claims against each applicable Debtor. Claims in Class 7 are Impaired. Holders of Claims in Class 7 will be deemed to reject the Plan and are not entitled to vote to accept or reject the Plan.

(h) Class 8: Small Claims. Class 8 consists of all Small Claims against each applicable Debtor. Claims in Class 8 are Unimpaired. Holders of Claims in Class 8 will be deemed to accept the Plan and are not entitled to vote to accept or reject the Plan.

(i) Class 9: Intercompany Claims. Class 9 consists of the Intercompany Claims against each applicable Debtor. Claims in Class 9 are Unimpaired. Holders of Claims in Class 9 will be deemed to accept the Plan and are not entitled to vote to accept or reject the Plan.

(j) Class 10: Section 510(b) Claims. Class 10 consists of all Section 510(b) Claims. Claims in Class 10 are Impaired. Holders of Claims in Class 10 will be deemed to reject the Plan and are not entitled to vote to accept or reject the Plan.

     2.3 Classes of Interests.

(a) Class 11: Pliant Preferred Stock Interests. Class 11 consists of all Interests directly arising from, under, or relating in any way to, the Pliant Preferred Stock Interests, and all Claims arising out of or relating thereto. Interests in Class 11 are Impaired. Holders of Interests in Class 11 will be deemed to reject the Plan and are not entitled to vote to accept or reject the Plan.

(b) Class 12: Pliant Outstanding Common Stock Interests. Class 12 consists of all Interests directly arising from, under, or relating in any way to, the Pliant Outstanding Common Stock Interests, and all Claims arising out of or relating thereto. Interests in Class 12 are Impaired. Holders of Interests in Class 12 will be deemed to reject the Plan and are not entitled to vote to accept or reject the Plan.

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(c) Class 13: Subsidiary Interests. Class 13 consists of all Interests directly arising from, under, or relating in any way to, the Subsidiary Interests, and all Claims arising out of or relating thereto. Interests in Class 13 are Unimpaired. Holders of Interests in Class 13 will be deemed to accept the Plan and are not entitled to vote to accept or reject the Plan.

ARTICLE III

TREATMENT OF CLAIMS AND INTERESTS

     3.1 Unclassified Claims.

(a) Administrative Expense Claims. Each Holder of an Allowed Administrative Expense Claim will receive payment in full in Cash of the unpaid portion of such Allowed Administrative Expense Claim: (i) in the case of the Ad Hoc Committee Advisors, payment in the ordinary course of business (without the requirement to file a fee application with the Bankruptcy Court), but no later than the Effective Date, of the Ad Hoc Committee Advisor Claims; (ii) in the case of other professional advisors, subject to the provisions of sections 328, 330, 331 and 503(b) of the Bankruptcy Code and the Interim Compensation Order, as soon as practicable after Bankruptcy Court approval thereof; (iii) in the cases of the Indenture Trustees, (A) payment in the ordinary course of business (subject to the Proponents’ prior receipt of invoices and reasonable and customary documentation in connection therewith and without the requirement to File a fee application with the Bankruptcy Court) but no later than the Effective Date, of the First Lien Notes Indenture Trustee Claims, the Second Lien Notes Indenture Trustee Claims and the Senior Subordinated Notes Indenture Trustee Claims, as applicable, provided, that such fees, costs and expenses are reimbursable under the terms of the applicable Indenture, and (B) payment in the ordinary course of business (subject to the Proponents’ prior receipt of invoices and reasonable documentation in connection therewith) of all reasonable fees, costs, and expenses incurred by the Indenture Trustees after the Effective Date in connection with the distributions required pursuant to Sections 5.2 and 5.7 of this Plan or the implementation of any provisions of this Plan; and (iv) with respect to each other Allowed Administrative Expense Claim, at the later to occur of: (1) on the Effective Date, (2) on the date upon which such Administrative Expense Claim becomes an Allowed Claim, (3) in the ordinary course of business as such claims become due; provided, however, that Administrative Expense Claims not yet due or that represent obligations incurred by the Debtors in the ordinary course of their business during these Chapter 11 Cases, or assumed by the Debtors during these Chapter 11 Cases, shall be paid or performed when due in the ordinary course of business and in accordance with the terms and conditions of the particular agreements governing such obligations, or (4) on such other date as may be agreed upon between the Holder of such Allowed Administrative Expense Claim and the Debtors, with Apollo Consent. In the event that the Reogranized Debtors are unable to resolve a dispute with respect to an Indenture Trustee fee claim, the Indenture Trustee

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may, in its sole discretion, elect to (i) submit any such dispute to the Bankruptcy Court for resolution or (ii) to the extent entitled to do so under the terms of the relevant agreements and applicable law, assert any of its Charging Lien to obtain payment of such disputed amount. Nothwithstanding the foregoing and anything contained in the Plan, nothing herein shall impair, waive, extinguish or negatively impact a Charging Lien.

(b) DIP Facility Claims. On the Effective Date, all Allowed DIP Facility Claims shall be paid in full in Cash from the Exit Facility, and the Commitments (as defined in the DIP Facility Agreement) under the DIP Facility Agreement shall be cancelled. Notwithstanding anything to the contrary herein, the Liens and security interests securing the DIP Facility Claims shall continue in full force and effect until the DIP Facility Claims have been paid in full in Cash.

(c) Priority Tax Claims. The legal and equitable rights of the Holders of Priority Tax Claims are Unimpaired by this Plan. On or as soon as reasonably practicable after (i) the Effective Date if such Priority Tax Claim is an Allowed Priority Tax Claim or (ii) the date on which such Priority Tax Claim becomes an Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax Claim shall receive in full satisfaction, settlement and release of and in exchange for such Allowed Priority Tax Claim, at the election of the Debtors: (A) Cash equal to the amount of such Allowed Priority Tax Claim; (B) such other treatment as to which the Debtors, with Apollo Consent, or the Reorganized Debtors and the Holder of such Allowed Priority Tax Claims shall have agreed upon in writing; or (C) such Claim will be otherwise treated in any other manner such that it will not be Impaired; provided, however, that any Allowed Priority Tax Claim not due and owing on the Effective Date will be paid when such Claim becomes due and owing.

     3.2 Classes of Claims. On the Effective Date, as soon as practicable after the Effective Date, or as otherwise specified herein, each Holder of an Allowed Claim shall receive as follows:

(a) Class 1: Priority Non-Tax Claims. Each Holder of an Allowed Priority Non-Tax Claim shall have its Claim Reinstated.

(b) Class 2: Other Secured Claims. Each Holder of an Allowed Other Secured Claim shall have its Claim Reinstated.

(c) Class 3: Prepetition Credit Facility Claims. Each Holder of an Allowed Prepetition Credit Facility Claim shall be paid in full in Cash on the Effective Date from the proceeds of the Exit Facility (to the extent unpaid prior to the Effective Date pursuant to the terms of the Final DIP Order or otherwise), including, without limitation, all unpaid interest accrued at the contract default rate and any unpaid professional fees and reasonable expenses, as provided for in the Prepetition Credit Facility; provided, however, that, as set forth in the Final DIP Order, payment of unpaid interest accrued at the contract default rate

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shall be subject in all respects to the rights of the Debtors, the Committee and any other party-in-interest to challenge the payment of such interest subject to section 506 of the Bankruptcy Code. In addition, on the Effective Date, any unexpired letters of credit outstanding under the Prepetition Credit Facility shall be either (i) returned to the Prepetition Credit Facility Administrative Agent undrawn and marked canceled, (ii) collateralized with Cash in an amount equal to 105% of the Face Amount thereof, or (iii) collateralized with back-to-back letters of credit from an issuer reasonably satisfactory to the Prepetition Credit Facility Administrative Agent in an amount equal to 105% of the Face Amount thereof.

(d) Class 4: First Lien Notes Claims. The First Lien Notes Claims shall be deemed Allowed in full as of the Effective Date and, for avoidance of doubt, shall not be subject to any avoidance, reductions, setoff, offset, recharacterization, subordination (whether equitable, contractual or otherwise), counterclaim, cross-claim, defense, disallowance, impairment, objection or any challenges under any applicable law or regulation by any Person, in aggregate amount equal to $393.8 million.

Each Holder of an Allowed First Lien Notes Claim shall receive in full and complete settlement, release and discharge of such Claim (including any Administrative Expense Claim asserted by such Holder under the terms of the Final DIP Order or otherwise) its Pro Rata share of (i) $100.0 million in Cash and (ii) $250.0 million of New Senior Secured Notes.

On the Effective Date, all First Lien Notes Claims arising under any guaranty provided by any Subsidiary Debtor shall be released, extinguished and discharged. In consideration of the treatment afforded to Holders of First Lien Notes Claims as set forth herein, all First Lien Notes Claims arising under guaranty agreements shall receive no additional distribution under the Plan on account of any such guaranty claims.

(e) Class 5: Second Lien Notes Claims. Claims in Class 5 shall be deemed Allowed as of the Effective Date in the aggregate amount equal to the outstanding principal of the Second Lien Notes plus the outstanding interest accrued thereon prior to the Petition Date. Except as otherwise provided in the Plan, each Holder of an Allowed Second Lien Notes Claim shall receive, in full and complete settlement, release and discharge of such Claim (including any Administrative Expense Claim asserted by such Holder under the terms of Final DIP Order), on the Distribution Date, in respect of each $1,000 of Allowed Second Lien Notes Claims, at the Holder’s option, either (a) $87.50 in Cash and $87.50 in liquidation preference of New Preferred Stock, if such Holder elects to receive Cash and New Preferred Stock or if no election is made by a Holder on the Ballot, or (b) a Pro Rata share of the Rights Allocation if such Holders elect to receive Rights.

On the Effective Date, all Second Lien Notes Claims arising under any guaranty provided by any Subsidiary Debtor shall be released, extinguished and

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discharged. In consideration of the treatment afforded to Holders of Second Lien Notes Claims as set forth herein, all Second Lien Notes Claims arising under guaranty agreements shall receive no additional distribution under the Plan on account of any such guaranty claims.

(f) Class 6: General Unsecured Claims. Except as otherwise provided in the Plan, each Holder of an Allowed General Unsecured Claim shall receive, in full satisfaction, settlement and release of and in exchange for such Allowed General Unsecured Claim, on or as soon as reasonably practicable after the latest of (i) the Distribution Date, (ii) the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim, or the (iii) the date on which such General Unsecured Claim becomes due and payable pursuant to any agreement for which Apollo Consent has been received, between a Debtor and a Holder of an Allowed General Unsecured Claim, an amount in Cash equal to $0.175 in respect of each dollar of such Allowed General Unsecured Claim from the proceeds of the Rights Offering.

(g) Class 7: Senior Subordinated Notes Claims. On the Effective Date, all Senior Subordinated Notes Claims shall be extinguished and shall not receive or retain any property under this Plan on account of such Senior Subordinated Notes Claims.

On the Effective Date, all Senior Subordinated Notes Claims arising under any guaranty provided by any Subsidiary Debtor shall be released, extinguished and discharged. All Senior Subordinated Notes Claims arising under guaranty agreements shall receive no distribution under the Plan on account of any such guaranty claims.

(h) Class 8: Small Claims. Each Holder of Allowed Small Claims shall receive in full satisfaction, settlement and release of and in exchange for such Allowed Small Claim, Cash in an amount equal to the Face Amount of such Small Claim on, or as soon as reasonably practicable after the latest of (i) the Distribution Date, (ii) the date on which such Small Claim becomes an Allowed Small Claim, or the (iii) the date on which such Small Claim becomes due and payable pursuant to any agreement between a Debtor and a Holder of a Small Claim.

(i) Class 9: Intercompany Claims. On the Effective Date, at the option of the Reorganized Debtors, all Intercompany Claims shall either be (i) Reinstated, in full or in part, or (ii) discharged and extinguished, in full or in part, in which case such discharged and extinguished portion shall be eliminated and the Holders thereof shall not be entitled to, and shall not receive or retain, any property or interest on account of such portion under this Plan, provided, however, that prior to such discharge and extinguishment such Intercompany Claims may be contributed to capital, transferred, setoff or subject to any other arrangement at the option of the Reorganized Debtors. Any and all Intercompany Claims, or portions thereof, being extinguished and, to the extent, if any, such Claims are

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being contributed to capital or treated in another manner as permitted herein, are set forth in Exhibit 3.2(i) to this Plan, to be Filed with the Plan Supplement.

(j) Class 10: Section 510(b) Claims. On the Effective Date, all Section 510(b) Claims shall be extinguished and no Holder thereof shall receive or retain any property under this Plan on account of such Section 510(b) Claim.

     3.3 Classes of Interests. On the Effective Date, or as soon as practicable after the Effective Date, each Holder of an Allowed Interest shall receive as follows:

(a) Class 11: Pliant Preferred Stock Interests. Each Holder of a Preferred Stock Interest shall have its Interest cancelled, annulled and extinguished on the Effective Date, and the Holders of Pliant Preferred Stock Interests shall not receive or retain any property under this Plan on account of such Pliant Preferred Stock Interests.

(b) Class 12: Pliant Outstanding Common Stock Interests. Each Holder of a Pliant Outstanding Common Stock Interest shall have its Interest cancelled, annulled and extinguished on the Effective Date, and the Holders of Pliant Outstanding Common Stock Interests shall not receive or retain any property under this Plan on account of such Pliant Outstanding Common Stock Interests.

(c) Class 13: Subsidiary Interests. Reorganized Pliant and the other Reorganized Debtors shall retain their Subsidiary Interests.

     3.4 Special Provision Regarding Unimpaired Claims. Except as otherwise explicitly provided in this Plan, nothing shall affect the Debtors’ or the Reorganized Debtors’ rights and defenses, both legal and equitable, with respect to any Unimpaired Claims, including, but not limited to, all rights with respect to legal and equitable defenses to setoffs or recoupments against Unimpaired Claims.

ARTICLE IV

ACCEPTANCE OR REJECTION OF THE PLAN

     4.1 Acceptance by an Impaired Class. In accordance with section 1126(c) of the Bankruptcy Code and except as provided in section 1126(e) of the Bankruptcy Code, an Impaired Class of Claims shall have accepted this Plan if this Plan is accepted by the Holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims of such Class that have timely and properly voted to accept or reject this Plan. In accordance with section 1126(d) of the Bankruptcy Code and except as provided in section 1126(e) of the Bankruptcy Code, an Impaired Class of Interests shall have accepted this Plan if this Plan is accepted by Holders of at least two-thirds (2/3) in amount of Allowed Interests of such Class that have timely and properly voted to accept or reject this Plan.

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     4.2 Presumed Acceptances by Unimpaired Classes. Classes 1, 2, 3, 8, 9 and 13 are Unimpaired by this Plan. Under section 1126(f) of the Bankruptcy Code, Holders of such Claims are conclusively presumed to accept this Plan, and thus the votes of the Holders of such Claims will not be solicited.

     4.3 Presumed Rejection by Impaired Classes. Classes 7, 10, 11 and 12 are Impaired by this Plan, and Holders of Claims and Interests in Classes 7, 10, 11 and 12 will not receive or retain any property under this Plan on account of such Claims and Interests. Under section 1126(g) of the Bankruptcy Code, Holders of such Claims and Interests are conclusively presumed to reject this Plan, and thus the votes of the Holders of such Interests will not be solicited.

     4.4 Summary of Classes Voting on this Plan. As a result of the provisions of Sections 4.1, 4.2 and 4.3 of this Plan, only the votes of Holders of Claims in Classes 4, 5 and 6 will be solicited with respect to this Plan.

ARTICLE V

MEANS FOR IMPLEMENTATION OF THE PLAN

     5.1 Non-Substantive Consolidation. The Plan is a joint plan that does not provide for substantive consolidation of the Debtors’ Estates, and on the Effective Date, the Debtors’ Estates shall not be deemed to be substantively consolidated for purposes hereof. Except as specifically set forth herein, nothing in this Plan or the Disclosure Statement shall constitute or be deemed to constitute an admission that any one of the Debtors is subject to or liable for any claim against any other Debtor. Additionally, claimants holding Claims against multiple Debtors, to the extent Allowed in each Debtor’s case, will be treated as a separate claim against each Debtor’s Estate, provided, however, that no Holder shall be entitled to receive more than payment in full of its Allowed Claim (plus postpetition interest, if and to the extent provided in this Plan), and such Claims will be administered and treated in the manner provided in this Plan.

     5.2 Reorganized Pliant Securities

(a) Issuance of Reorganized Pliant Common Stock. On the Distribution Date, Reorganized Pliant shall issue shares of New Common Stock to (a) Berry or its designated subsidiary(ies), (b) Apollo or its designated affiliate(s) (either as a result of the exercise of Rights pursuant to the Rights Offering or pursuant to the Backstop Commitment Agreement, as applicable) and (c) each Holder of Second Lien Notes Claims that elected to receive its Pro Rata share of the Rights Allocation that exercises its Rights, in each case, pursuant to the Plan. The New Common Stock shall initially not be registered under the Securities Act of 1933, as amended, and shall not be listed for public trading on any securities exchange, but the holders of the New Common Stock shall have certain registration rights pursuant to the Reorganized Pliant Shareholders Agreement. Distribution of such New Common Stock shall be made by delivery of one or more certificates representing such shares as described herein or made by means of book-entry

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exchange through the facilities of the DTC in accordance with the customary practices of the DTC, as and to the extent practicable, as provided in Section 6.5 hereof. The Certificate of Incorporation, substantially in the form of Exhibit 5.2(a)(1) to this Plan, to be Filed with the Plan Supplement, sets forth the rights and preferences of the New Common Stock.

(b) Issuance of Reorganized Pliant Preferred Stock. On the Distribution Date, Reorganized Pliant shall issue shares of New Preferred Stock to each Holder of Second Lien Notes Claims that did not elect to receive its Pro Rata share of the Rights Allocation. The New Preferred Stock will not be registered under the Securities Act of 1933, as amended, and shall not be listed for public trading on any securities exchange. Distribution of such New Preferred Stock shall be made by delivery of one or more certificates representing such shares as described herein or made by means of book-entry exchange through the facilities of the DTC in accordance with the customary practices of the DTC, as and to the extent practicable, as provided in Section 6.5 hereof. The Certificate of Designations, substantially in the form of Exhibit 5.2(b) to this Plan sets forth the rights and preferences of the New Preferred Stock.

(c) Issuance of New Senior Secured Notes. On the Distribution Date, Reorganized Pliant shall issue New Senior Secured Notes to Holders of First Lien Notes Claims pursuant to the Plan. The New Senior Secured Notes initially will not be registered under the Securities Act of 1933, as amended, and shall not be listed for public trading on any securities exchange. The holders of the New Senior Secured Notes shall have certain registration rights pursuant to a registration rights agreement with Reorganized Pliant, the terms of which will be disclosed in Exhibit 5.2(c) to this Plan to be Filed three (3) Business Days prior to the objection deadline established with respect to the Disclosure Statement. On the Effective Date, Reorganized Pliant and all of the holders of New Senior Secured Notes shall enter into the New Senior Secured Note Registation Rights Agreement substantially in the form set forth in Exhibit 5.2(c), without the need for execution by any party thereto other than Reorganized Pliant. The New Senior Secured Note Registration Rights Agreement shall be binding on all parties receiving or subscribing for, and all holders of, New Senior Secured Notes regardless of whether such parties execute the New Senior Secured Note Registration Rights Agreement. Distribution of such New Senior Secured Notes shall be made by delivery of one or more certificates representing such securities as described herein or made by means of book-entry exchange through the facilities of the DTC in accordance with the customary practices of the DTC, as and to the extent practicable, as provided in Section 6.5 hereof.

(d) Contribution of Berry Assets and Entrance into Intercompany Services Agreement. On the Effective Date, Reorganized Pliant and Berry shall enter into the Intercompany Services Agreement, substantially in the form set forth in Exhibit 5.2(d) to this Plan, and Berry shall contribute, or cause the contribution of, the Berry Assets, as set forth in Exhibit 1.18 to this Plan, to the applicable Reorganized Debtors in exchange for (a) the issuance to Berry or its designated

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subsidiary(ies) of 20% of the New Common Stock that is to be issued by Reorganized Pliant in the aggregate on a fully-diluted basis and (b) subject to the satisfaction of certain performance-based thresholds, the obligation to issue to Berry or its designated subsidiary(ies) additional shares of New Common Stock representing 5% of the New Common Stock on a fully diluted basis. Holders of New Common Stock issued pursuant to the preceding sentence shall be subject to the Reorganized Pliant Shareholders Agreement. Berry may allocate a portion of the New Common Stock that it receives as incentive compensation to Berry Management in the form of stock options or other types of equity compensation awards.

(e) Reorganized Pliant Shareholders Agreement. On the Effective Date, Reorganized Pliant and all of the holders of New Common Stock shall enter into the Reorganized Pliant Shareholders Agreement substantially in the form set forth in Exhibit 5.2(e), without the need for execution by any party thereto other than Reorganized Pliant. The Reorganized Pliant Shareholders Agreement shall be binding on all parties receiving or subscribing for, and all holders of, New Common Stock regardless of whether such parties execute the Reorganized Pliant Shareholders Agreement.

(f) Rights Offering. Each Holder of an Allowed Second Lien Notes Claim may elect, in lieu of receiving Cash and New Preferred Stock, to receive a Pro Rata share of the Rights Allocation, entitling such Holder to subscribe for shares of New Common Stock through the exercise of all or a portion of the Rights, by its election thereof on the Ballot and payment by the date instructed on the Ballot of the subscription price for each share subscribed for on exercise of the Rights. Apollo or its designated affiliate(s) shall receive Rights in the Rights Offering (the “Minimum Rights”) to purchase a number of shares of New Common Stock equal to the excess, if any, of (a) the number of shares representing 50.1% of the maximum number of shares of New Common Stock to be issued pursuant to the Rights Offering over (b) the number of shares of New Common Stock that Apollo or its designated affiliate(s) are entitled to subscribe for under the Rights received pursuant to Section 3.2(e) hereto. The Rights shall not be transferable. To the extent that any Rights remain unexercised after the expiration or termination of the Rights Offering, such Rights shall be deemed null and void and have no further value. Pursuant to the Backstop Commitment Agreement, Apollo has committed to purchase, or cause the purchase of, through its designated affiliate(s), all shares of New Common Stock that are not otherwise subscribed for in the Rights Offering at the same subscription price as under the Rights Offering, on the terms and conditions set forth in the Backstop Commitment Agreement. Apollo and its affiliates shall elect to receive Rights in respect of any Allowed Claims in Class 5 held by it or them and shall exercise all such Rights. The Rights Offering shall be administered as set forth in the Confirmation Order. Any Holder of an Allowed Second Lien Notes Claim that elects on the Ballot to receive Rights in the Rights Offering, in lieu of receiving Cash and New Preferred Stock, but that does not tender the subscription price by the date instructed on the Ballot shall forfeit its Right to subscribe for shares of New

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Common Stock and shall receive no consideration in respect of its Claim, and Apollo or its affiliate(s) shall tender or cause the tendering of the unpaid subscription price pursuant to the Backstop Commitment Agreement without prejudice to any rights, claims or causes of action against such non-tendering Holder in respect of such failure to pay.

     5.3 Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors. After the Effective Date the Reorganized Debtors shall continue to exist as separate corporate entities in accordance with the applicable law in the respective jurisdiction in which they are incorporated and pursuant to their respective certificates or articles of incorporation and by-laws in effect prior to the Effective Date, except to the extent such certificates or articles of incorporation and by-laws are to be amended pursuant to the terms of this Plan. Notwithstanding anything to the contrary in this Plan, the Reinstated Claims and Interests of a particular Debtor or Reorganized Debtor shall remain the obligations solely of such Debtor or Reorganized Debtor following the Effective Date and shall not become obligations of any other Debtor or Reorganized Debtor by virtue of this Plan, the Chapter 11 Cases, or otherwise. Except as otherwise provided in this Plan, on and after the Effective Date, all property of the Estates of the Debtors, including all claims, rights and causes of action and any property acquired by the Debtors or the Reorganized Debtors under or in connection with this Plan, shall vest in the Reorganized Debtors free and clear of all Claims, Liens, charges, other encumbrances and Interests. On and after the Effective Date, the Reorganized Debtors may operate their businesses and may use, acquire and dispose of property and compromise or settle any Claims without supervision of or approval by the Bankruptcy Court and free and clear of any restrictions of the Bankruptcy Code or the Bankruptcy Rules, other than restrictions expressly imposed by this Plan or the Confirmation Order. Without limiting the foregoing, the Reorganized Debtors may pay the charges that they incur on or after the Effective Date for professionals’ fees, disbursements, expenses or related support services without application to the Bankruptcy Court.

     5.4 Corporate Governance, Directors, Officers and Corporate Action.

(a) Certificates or Articles of Incorporation and By-Laws. The certificates or articles of incorporation and by-laws of the Debtors shall be amended as necessary to satisfy the provisions of this Plan and the Bankruptcy Code. After the Effective Date, the Reorganized Debtors may amend and restate their certificates or articles of incorporation and by-laws as permitted by applicable law. In addition, prior to or on the Effective Date or as soon as reasonably practicable thereafter, the Certificate of Incorporation and By-Laws of Reorganized Pliant, substantially in the forms of Exhibits 5.2(a)(1) and 5.2(a)(2), respectively, to this Plan, shall go into effect and shall (i) include, among other things, pursuant to section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance of non-voting equity securities, but only to the extent required by section 1123(a)(6) of the Bankruptcy Code; and (ii) authorize the issuance of the New Common Stock and New Preferred Stock.

(b) Directors and Officers of the Reorganized Debtors. Subject to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of the Bankruptcy

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Code, on the Effective Date, the initial directors and officers of Reorganized Pliant shall be the persons identified in Exhibit 5.4(b), to be Filed with the Plan Supplement. On the Effective Date, the board of directors of Reorganized Pliant shall have eight (8) members constituted as follows: (i) a majority of the directors shall be designated by the Investor Group Holders and (ii) the Non-Investor Group holders shall have the right to designate a whole number (rounding down) of directors to the Board that is closest to the product of the aggregate ownership percentage of Non-Investor Group Holders at such date and the authorized number of directors on the board at such date, provided that, the Non-Investor Group Holders shall have the right to designate at least one director to the board so long as the Non-Investor Group Holders collectively own in the aggregate at least 10% of the outstanding New Common Stock. Thereafter, the Certificate of Incorporation and the Reorganized Pliant Shareholders Agreement shall govern the designation of directors. In addition, the intended boards of directors of the other Reorganized Debtors shall consist of members of the board of directors of Reorganized Pliant, or such other persons as are designated by the board of directors of Reorganized Pliant. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Proponents will disclose in Exhibit 5.4(b), to be Filed with the Plan Supplement, the identity and affiliations of any person proposed to serve on the initial board of directors of Reorganized Pliant, and to the extent such person is an insider other than by virtue of being a director, the nature of any compensation for such person. Each such director and officer shall serve from and after the Effective Date pursuant to the terms of the Certificate of Incorporation, the By-Laws, any other organizational documents of the Reorganized Debtors, and applicable law. Each member of the current board of directors of each of the Debtors will be deemed to have resigned on the Effective Date.

(c) Corporate Action. On the Effective Date, the adoption of the Certificate of Incorporation or similar organizational documents, the adoption of the By-Laws, the selection of directors and officers for Reorganized Pliant and each other Reorganized Debtor, and all other actions contemplated by this Plan shall be authorized and approved in all respects (subject to the provisions of this Plan). All matters provided for in this Plan involving the corporate structure of the Debtors or the Reorganized Debtors, and any corporate action required by the Debtors or the Reorganized Debtors in connection with this Plan, shall be deemed to have timely occurred in accordance with applicable law and shall be in effect, without any requirement of further action by the security holders or directors of the Debtors or the Reorganized Debtors. On the Effective Date, the appropriate officers of Reorganized Pliant and/or the other Reorganized Debtors and members of the boards of directors of Reorganized Pliant and/or the other Reorganized Debtors are authorized and directed to issue, execute and deliver the agreements, documents, securities and instruments contemplated by this Plan in the name of and on behalf of the Reorganized Pliant and/or the other Reorganized Debtors.

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     5.5 Cancellation of Notes, Instruments, Debentures, Preferred Stock, Pliant Outstanding Common Stock and Other Pliant Outstanding Common Stock Interests. On the Effective Date, except as otherwise provided for herein, all (a) First Lien Notes, Second Lien Notes, Senior Subordinated Notes, Series AA Preferred Stock, Series M Preferred Stock, Pliant Outstanding Common Stock Interests, and any other notes, bonds (with the exception of surety bonds outstanding), indentures (including the First Lien Notes Indenture, the Second Lien Notes Indenture and the Senior Subordinated Notes Indenture), stockholders agreements, registration rights agreements, repurchase agreements and repurchase arrangements, or other instruments or documents evidencing or creating any indebtedness or obligations of a Debtor that relate to Claims or Interests that are Impaired under this Plan shall be cancelled, and (b) the obligations of the Debtors under any agreements, stockholders agreements, registration rights agreements, repurchase agreements and repurchase arrangements, indentures (including the First Lien Notes Indenture, the Second Lien Notes Indenture and the Senior Subordinated Notes Indenture) or certificates of designation governing the First Lien Notes, Second Lien Notes, Senior Subordinated Notes, Series AA Preferred Stock, Series M Preferred Stock, Pliant Outstanding Common Stock Interests, and any other notes, bonds, indentures, or other instruments or documents evidencing or creating any Claims or Interests against a Debtor that relate to Claims or Interests that are Impaired under this Plan shall be discharged; provided, however, that Pliant’s indemnification obligations with respect to the First Lien Notes Indenture Trustee under the First Lien Notes Indenture and the Second Lien Notes Indenture Trustee under the Second Lien Notes Indenture shall survive as contingent unsecured obligations having Administrative Claim status notwithstanding the cancellation of the First Lien Notes Indenture and the Second Lien Notes Indenture. Notwithstanding the foregoing and anything contained in the Plan, the First Lien Notes Indenture and Second Lien Notes Indenture and Senior Subordinated Notes Indenture shall continue in effect to the extent necessary to (i) allow the Reorganized Debtors and the applicable Indenture Trustees to make distributions pursuant to this Plan on account of First Lien Notes Claims and Second Lien Notes Claims under the respective Indentures and for the applicable Indenture Trustee to perform such other functions with respect thereto and (ii) permit the applicable Indenture Trustee to maintain or assert any Charging Lien it may have on distributions to Noteholders pursuant to the terms of the Plan and the applicable Indenture. Except as expressly provided in the Plan, neither the Debtors nor the Reorganized Debtors shall have any obligations to any Indenture Trustee for any fees, costs or expenses. As of the Effective Date, all Series AA Preferred Stock, Series M Preferred Stock, and Pliant Outstanding Common Stock Interests that have been authorized to be issued but that have not been issued shall be deemed cancelled and extinguished without any further action of any party. Nothwithstanding the foregoing and anything contained in the Plan, nothing herein shall impair, waive, extinguish or negatively impact a Charging Lien.

     5.6 Cancellation of Liens. Except as otherwise provided in the Plan, on the Effective Date, any Lien securing any Secured Claim (other than a Lien securing a Claim that is Reinstated pursuant to Section 3.2(b) hereof) shall be deemed released and the Holder of such Secured Claim shall be authorized and directed to release any collateral or other property of any Debtor (including any Cash collateral) held by such Holder and to take such actions as may be requested by the Debtors (or the Reorganized Debtors, as the case may be) to evidence the release of such Lien, including the execution, delivery, and filing or recording of such releases as may be requested by the Debtors (or the Reorganized Debtors, as the case may be).

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     5.7 Issuance of New Securities and Related Matters.

(a) Issuance of New Securities. On the Distribution Date, Reorganized Pliant and the Reorganized Debtors shall issue all instruments, certificates and other documents, including the Rights, New Common Stock, New Preferred Stock and New Senior Secured Notes, required to be issued or distributed pursuant to this Plan (including the Rights Offering) without further act or action under applicable law, regulation, order or rule. The issuance of the Rights, New Common Stock, New Preferred Stock and the New Senior Secured Notes and the distribution thereof under this Plan shall be exempt from registration under applicable securities laws pursuant to section 1145(a) of the Bankruptcy Code, and in the case of Apollo and its affiliates, and Berry or its designated subsidiary(ies), under Section 4(2) of the Securities Act of 1933, as amended and Regulation D. Without limiting the effect of section 1145 of the Bankruptcy Code, all documents, agreements and instruments entered into on or as of the Effective Date contemplated by or in furtherance of this Plan, including, without limitation, the Exit Facility Credit Agreement, Reorganized Pliant Shareholders Agreement, the Intercompany Services Agreement and any other agreement entered into in connection with the foregoing, shall become effective and binding in accordance with their respective terms and conditions upon the parties thereto.

(b) Distribution of the New Common Stock, New Preferred Stock and New Senior Secured Notes and Enforcement of the Reorganized Pliant Shareholders Agreement. On the Distribution Date, all New Senior Secured Notes to which any Holder of a Claim in Class 4 shall become entitled pursuant to this Plan and all the shares of the New Preferred Stock to which any Holder of a Claim in Class 5 not electing to receive Rights shall become entitled pursuant to this Plan, and all of the shares of the New Common Stock to which any Holder of a Claim in Class 5 electing to receive and exercising their Rights pursuant to the Rights Offering shall become entitled or to which Berry or its designated subsidiary(ies), and Apollo or its designated affiliate(s) shall receive, in each case, pursuant to this Plan, shall be issued in the name of such Holder or entity or DTC or its nominee or nominees in accordance with DTC’s book-entry exchange procedures, as contemplated by Section 6.6(b) hereof, subject to the terms and conditions of the Reorganized Pliant Shareholders Agreement (in the case of the New Common Stock), the Certificate of Designations (in the case of the New Preferred Stock), the New Senior Secured Notes Indenture and other related documents (in the case of the New Senior Secured Notes) and the other terms and conditions of this Plan. In the period after the Effective Date pending distribution of the New Senior Secured Note to any Holder of a Class 4 Claim, such Holder shall be bound by, have the benefit of and be entitled to enforce the terms and conditions of the New Senior Secured Note Indenture (to the extent applicable) and shall be entitled to receive any payments payable in respect of such Holder’s New Senior Secured Notes (including, receiving any proceeds of any permitted transfer of such New Senior Secured Notes), and to exercise all other rights in respect of the New Senior Secured Notes (so that such Holder shall be deemed for tax purposes to be the owner of the New Senior Secured Notes issued in the name of

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such Holder, as applicable). In the period after the Effective Date pending distribution of the New Preferred Stock to any Holder of a Class 5 Claim, such Holder shall be bound by, have the benefit of and be entitled to enforce the terms and conditions of the Certificate of Designations, and shall be entitled to exercise any voting rights and receive any dividends or other distributions payable in respect of such Holder’s New Preferred Stock (including, receiving any proceeds of any permitted transfer of such New Preferred Stock), and to exercise all other rights in respect of the New Preferred Stock (so that such Holder shall be deemed for tax purposes to be the owner of the New Preferred Stock issued in the name of such Holder, as applicable). In the period after the Effective Date pending distribution of the New Common Stock to any Holder of a Class 5 Claim who has elected to receive and properly exercised its Rights pursuant to the Rights Offering, to Berry or its designated subsdiary(ies), or to Apollo or its designated affiliate(s), such Holder or entity shall be bound by, have the benefit of and be entitled to enforce the terms and conditions of the Reorganized Pliant Shareholders Agreement (to the extent applicable) and shall be entitled to exercise any voting rights and receive any dividends or other distributions payable in respect of such Holder’s New Common Stock (including, receiving any proceeds of any permitted transfer of such New Common Stock), and to exercise all other rights in respect of the New Common Stock (so that such Holder or entity shall be deemed for tax purposes to be the owner of the New Common Stock issued in the name of such Holder or entity, as applicable).

     5.8 Exit Financing. On the Effective Date, without any requirement of further action by security holders or directors of the Debtors or the Reorganized Debtors, the Reorganized Debtors shall be authorized and directed to enter into the Exit Facility Credit Agreement, as well as any notes, documents or agreements in connection therewith, including, without limitation, any documents required in connection with the creation or perfection of the Liens on the Exit Facility collateral.

     5.9 Sources of Cash for Plan Distributions. Except as otherwise provided in this Plan or the Confirmation Order, all Cash necessary for the Reorganized Debtors to make payments pursuant to this Plan may be obtained from existing Cash balances, the operations of the Debtors and the Reorganized Debtors, sales of assets, the proceeds of the Rights Offering or the Exit Facility Credit Agreement. The Reorganized Debtors may also make such payments using Cash received from their subsidiaries through the Reorganized Debtors’ consolidated Cash management systems.

     5.10 Cram-Down. If any Impaired Class fails to accept this Plan by the requisite statutory majorities, the Proponents reserve the right (a) to confirm this Plan by a “cram-down” of such non-accepting Class pursuant to section 1129(b) of the Bankruptcy Code and (b) to propose any modifications to this Plan and to confirm this Plan as modified, without re-solicitation, to the extent permitted by the Bankruptcy Code.

     5.11 Reinstatement/Non-Impairment Authorized Under this Plan. On or prior to the Effective Date, the Debtors with Apollo Consent shall be authorized to take any such actions as

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may be necessary or appropriate to Reinstate Claims or Interests or render Claims or Interests not Impaired, as provided for under the Plan.

     5.12 Apollo Arrangement and Structuring Fee. In consideration of its services in structuring and arranging this Plan, Apollo Management VI, L.P. will receive, on the Effective Date, a $7.0 million fee and expects to receive an annual management fee thereafter on terms customary for Apollo portfolio companies.

     5.13 Comprehensive Settlement of Claims and Controversies. Pursuant to Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided under the Plan, the provisions of the Plan will constitute a good faith compromise and settlement of all Claims or controversies relating to the rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim or Allowed Interest or any distribution to be made pursuant to the Plan on account of any Allowed Claim or Allowed Interest. The entry of the Confirmation Order will constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such claims or controversies and the Bankruptcy Court’s finding that all such compromises or settlements are in the best interests (a) of the Debtors, the Reorganized Debtors and their respective Estates and property, and (b) Claim and Interest Holders, and are fair, equitable and reasonable.

ARTICLE VI

PROVISIONS GOVERNING DISTRIBUTIONS

     6.1 Distributions for Claims or Interests Allowed as of the Distribution Date. Except as otherwise provided herein or as ordered by the Bankruptcy Court, distributions to be made on account of Claims that are Allowed as of the Effective Date shall be made on the Distribution Date or as soon thereafter as is practicable. Notwithstanding the date on which any distribution of New Common Stock or New Preferred Stock is actually made to a Holder of a Claim that is an Allowed Claim on the Effective Date, as of the date of the distribution such Holder shall be deemed to have the rights of a Holder of such New Common Stock or New Preferred Stock, respectively, distributed as of the Effective Date. Any payment or distribution required to be made under this Plan on a day other than a Business Day shall be made on the next succeeding Business Day.

     6.2 Interest on Claims. Except as otherwise specifically provided for in this Plan, the Confirmation Order or other order of the Bankruptcy Court (including, without limitation, the Final DIP Order), or required by applicable bankruptcy or non-bankruptcy law, postpetition interest shall not accrue or be paid on any Claims, and no Holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim.

     6.3 Distributions by Disbursing Agent. Other than as specifically set forth in this Plan, the Disbursing Agent shall make all distributions required to be made under this Plan. Reorganized Pliant and/or the other Reorganized Debtors may act as Disbursing Agent or may employ or contract with other entities to assist in or make the distributions required by this Plan.

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     6.4 Special Provisions Governing Distributions to Noteholders. Other than as specifically set forth in this Plan, distributions made on account of First Lien Notes Claims and Second Lien Notes Claims shall be made by the Disbursing Agent to the applicable Indenture Trustee for further distribution in accordance with the terms of the applicable Indenture or in accordance with this Plan where such Indenture is silent. Notwithstanding any other provision in this Plan, nothing herein shall be deemed to impair, waive or extinguish any rights or any Indenture Trustee with respect to a Charging Lien; provided, however, that any such Charging Lien will be released upon payment of the respective Indenture Trustee’s reasonable fees and expenses in accordance with the terms of the applicable Indentures and this Plan.

     6.5 Delivery of Distributions and Undeliverable or Unclaimed Distributions. The following terms shall govern the delivery of distributions and undeliverable or unclaimed distributions with respect to Claims.

(a) Delivery of Distributions in General. Distributions to Holders of Allowed Claims shall be made at the addresses set forth in the Debtors’ records unless such addresses are superseded by proofs of claim or interests or transfers of Claim Filed pursuant to Bankruptcy Rule 3001.

(b) Undeliverable and Unclaimed Distributions.

(i) Holding and Investment of Undeliverable and Unclaimed Distributions. If the distribution to any Holder of an Allowed Claim is returned to Reorganized Pliant, the other Reorganized Debtors or the Disbursing Agent as undeliverable or is otherwise unclaimed, no further distributions shall be made to such Holder unless and until the Reorganized Debtors or the Disbursing Agent is notified in writing of such Holder’s then current address.

(ii) Failure to Claim Undeliverable Distributions. Any Holder of an Allowed Claim that does not assert a claim pursuant to this Plan for an undeliverable or unclaimed distribution within one (1) year after the Effective Date shall be deemed to have forfeited its claim for such undeliverable or unclaimed distribution and shall be forever barred and enjoined from asserting any such claim for an undeliverable or unclaimed distribution against the Debtors or their Estates or the Reorganized Debtors or their property. In such cases, any Cash for distribution on account of such claims for undeliverable or unclaimed distributions shall become the property of the Estates and the Reorganized Debtors free of any restrictions thereon and notwithstanding any federal or state escheat laws to the contrary. Any New Common Stock, New Preferred Stock, New Senior Secured Notes or Rights held for distribution on account of such Claim shall be canceled and of no further force or effect. Nothing contained in this Plan shall require any Disbursing Agent, including, but not limited to, the Reorganized Debtors, to attempt to locate any Holder of an Allowed Claim.

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     6.6 Record Date for Distributions.

(a)

Except as otherwise provided in Section 6.6(b), the Reorganized Debtors and the Disbursing Agent will have no obligation to recognize the transfer of, or the sale of any participation in, any Allowed Claim that occurs after the close of business on the Record Date, and will be entitled for all purposes herein to recognize and distribute only to those Holders of Allowed Claims that are Holders of such Claims, or participants therein, as of the close of business on the Record Date. The Reorganized Debtors and the Disbursing Agent shall instead be entitled to recognize and deal for all purposes under this Plan with only those record holders stated on the official claims register as of the close of business on the Record Date.

(b)

Distributions of New Preferred Stock and New Common Stock, if applicable, in respect of Second Lien Notes Claims and of New Senior Secured Notes in respect of First Lien Notes Claims, in each case administered by the appropriate Indenture Trustee, shall be made by means of book-entry exchange through the facilities of the DTC in accordance with the customary practices of the DTC, as and to the extent practicable, and the Record Date shall not apply. In connection with such book-entry exchange, each Indenture Trustee shall deliver instructions to the DTC instructing the DTC to effect distributions on a Pro Rata basis as provided under the Plan with respect to such Claims upon which such Indenture Trustee acts as trustee.

     6.7 Allocation of Plan Distributions Between Principal and Interest. Except as otherwise expressly provided in this Plan, to the extent that any Allowed Claim entitled to a distribution under this Plan consists of indebtedness and accrued but unpaid interest thereon, such distribution shall, for all income tax purposes, be allocated to the principal amount of the Claim first and then, to the extent that the consideration exceeds the principal amount of the Claim, to the portion of such Claim representing accrued but unpaid interest.

     6.8 Means of Cash Payment. Payments of Cash made pursuant to this Plan shall be in U.S. dollars and shall be made, at the option and in the sole discretion of Reorganized Pliant or the other Reorganized Debtors, by (a) checks drawn on or (b) wire transfer from a bank selected by Reorganized Pliant or the other Reorganized Debtors. Cash payments to foreign creditors may be made, at the option of Reorganized Pliant or the other Reorganized Debtors, in such funds and by such means as are necessary or customary in a particular foreign jurisdiction.

     6.9 Withholding and Reporting Requirements. In connection with this Plan and all distributions thereunder, Reorganized Pliant and the other Reorganized Debtors shall comply with all withholding and reporting requirements imposed by any federal, state, local or foreign taxing authority, and all distributions hereunder shall be subject to any such withholding and reporting requirements. The Reorganized Debtors shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding and reporting requirements. All persons holding Claims or Interests shall be required to provide any information necessary to effect information reporting and the withholding of such taxes. Notwithstanding any other provision of this Plan, (a) each Holder of an Allowed Claim that is

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to receive a distribution pursuant to this Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding and other tax obligations, on account of such distribution and (b) no distribution shall be made to or on behalf of such Holder pursuant to this Plan unless and until such Holder has made arrangements satisfactory to the Reorganized Debtors for the payment and satisfaction of such tax obligations.

     6.10 Setoffs. Reorganized Pliant and the Reorganized Debtors may, pursuant to section 553 of the Bankruptcy Code or applicable nonbankruptcy laws, but shall not be required to, set off against any Claim, the payments or other distributions to be made pursuant to this Plan in respect of such Claim, or claims of any nature whatsoever that the Debtors or the Reorganized Debtors may have against the Holder of such Claim; provided, however, that neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Reorganized Debtors of any such claim that the Debtors or the Reorganized Debtors may have against such Holder.

     6.11 Fractional Shares. No fractional shares of New Common Stock or New Preferred Stock and no Rights to purchase fractional shares of New Common Stock shall be distributed or issued. Where a fractional share would otherwise be called for, the actual issuance shall reflect a rounding up (in the case of more than .50) of such fraction to the nearest whole share of New Common Stock, New Preferred Stock or Right to purchase the nearest whole share of New Common Stock or a rounding down of such fraction (in the case of .50 or less than .50) to the nearest whole share of New Common Stock, New Preferred Stock or Right to purchase the nearest whole share of New Common Stock. The total number of shares of New Common Stock, New Preferred Stock and the Rights to be distributed to registered holders pursuant to the Plan shall be adjusted as necessary to account for the rounding provided for herein.

     6.12 De Minimis Distributions. No distribution shall be made by the Disbursing Agent on account of an Allowed Claim or Interest if the amount to be distributed to the specific Holder of an Allowed Claim or Interest on the Distribution Date has an economic value of less than $100.

ARTICLE VII

TREATMENT OF EXECUTORY CONTRACTS, UNEXPIRED LEASES AND PENSION PLANS

     7.1 Assumption of Executory Contracts and Unexpired Leases. On the Effective Date, all executory contracts or unexpired leases of the Debtors will be deemed assumed in accordance with, and subject to, the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, unless such executory contract or unexpired lease (a) was previously assumed or rejected by the Debtors, (b) previously expired or terminated pursuant to its own terms, or (c) is an executory contract that is set forth on Exhibit 7.1 or Exhibit 12.6 to this Plan, to be Filed with the Plan Supplement. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Each executory contract and unexpired lease assumed pursuant to this Article VII shall revest in and be fully enforceable by the respective Reorganized Debtor

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in accordance with its terms, except as modified by the provisions of this Plan, or any order of the Bankruptcy Court authorizing and providing for its assumption or applicable federal law.

     7.2 Cure of Defaults of Assumed Executory Contracts and Unexpired Leases. Any monetary amounts by which each executory contract and unexpired lease to be assumed is in default shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount in Cash on the Effective Date or on such other terms as the parties to each such executory contract or unexpired lease may otherwise agree. In the event of a dispute regarding (a) the amount of any cure payments, (b) the ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the contract or lease to be assumed or (c) any other matter pertaining to assumption, the cure payments required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the dispute and approving the assumption. Pending the Bankruptcy Court’s ruling on such motion, the executory contract or unexpired lease at issue shall be deemed assumed by the Reorganized Debtors unless otherwise ordered by the Bankruptcy Court.

     7.3 Post-Petition Contracts and Leases. All contracts, agreements and leases that were entered into by the Debtors or assumed by the Reorganized Debtors after the Petition Date shall be deemed assigned by the Debtors to the Reorganized Debtors on the Effective Date.

     7.4 Retiree Benefits and Pension Plans. In furtherance of, and without in any way limiting, Section 12.6, from and after the Effective Date the Reorganized Debtors shall assume the obligation and shall continue to make the payment of all retiree benefits (if any), as that term is defined in Bankruptcy Code section 1114, at the level established pursuant to subsection (e)(1)(B) or (g) of said section 1114, at any time prior to the Confirmation Date, for the duration of the period (if any) that the Debtors are obligated to provide such benefits. In addition, notwithstanding anything in this Plan to the contrary, the Pension Plans shall become obligations of the Reorganized Debtors and shall otherwise be unaffected by confirmation of this Plan, and such Claims shall not be discharged or released or otherwise affected by this Plan or by these proceedings.

ARTICLE VIII

PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS AND DISPUTED INTERESTS

     8.1 Objections to and Estimation of Claims. Only the Debtors, Reorganized Debtors or the Disbursing Agent may object to the allowance of any Claim or Administrative Expense Claim. After the Effective Date, the Reorganized Debtors shall be accorded the power and authority to allow or settle and compromise any Claim without notice to any other party, or approval of, or notice to the Bankruptcy Court. In addition, the Debtors and the Reorganized Debtors may, at any time, request that the Bankruptcy Court estimate any contingent or unliquidated Claim pursuant to section 502(c) of the Bankruptcy Code regardless of whether the Debtors or Reorganized Debtors have previously objected to such Claim. Unless otherwise ordered by the Bankruptcy Court, the Reorganized Debtors shall serve and File any objections to Claims and Interests as soon as practicable, but in no event later than (a) one-hundred and

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eighty (180) days after the Effective Date or (b) such later date as may be determined by the Bankruptcy Court upon a motion which may be made without further notice or hearing.

     8.2 No Distributions Pending Allowance. Notwithstanding any other provision in this Plan, no payments or distributions shall be made with respect to all or any portion of a Disputed Claim unless and until all objections to such Disputed Claim have been settled or withdrawn or have been determined by Final Order and the Disputed Claim, or some portion thereof, has become an Allowed Claim.

ARTICLE IX

CONFIRMATION AND CONSUMMATION OF THE PLAN

     9.1 Conditions to Effective Date. The Plan shall not become effective and the Effective Date shall not occur unless and until the following conditions shall have been satisfied or waived in accordance with Section 9.2 of this Plan:

(a)	The Confirmation Order confirming this Plan shall have been entered by the Bankruptcy Court, such Confirmation Order shall have become final and non-appealable and there shall not be a stay or injunction (or similar prohibition) in effect with respect thereto.
(b)	The Canadian Confirmation Order confirming this Plan shall have been entered by the Canadian Court, such Canadian Confirmation Order shall have become final and non-appealable and there shall not be a stay or injunction (or similar prohibition) in effect with respect thereto.
(c)	The Exit Facility Credit Agreement and all related documents provided for therein or contemplated thereby shall have been duly and validly executed and delivered by all parties thereto, all conditions precedent thereto shall have occurred or shall have been satisfied and all proceeds of the Exit Facility shall be made available to the Reorganized Debtors to fund distributions hereunder.
(d)	The Intercompany Services Agreement and all related documents provided for therein or contemplated thereby, shall have been duly and validly executed and delivered by all parties thereto and all conditions precedent thereto shall have occurred or shall have been satisfied.
(e)	The Certificate of Incorporation and By-Laws and the amended certificates or articles of incorporation of the Debtors, as necessary, shall have been adopted and Filed with the applicable authorities of the relevant jurisdictions of incorporation and shall have become effective in accordance with such jurisdictions’ corporation laws.
(f)	All authorizations, consents, certifications, approvals, rulings, no-action letters, opinions or other documents or actions required by any law, regulation or order, including any necessary Hart-Scott-Rodino approvals, to be received or to occur

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	in order to implement this Plan on the Effective Date shall have been obtained or shall have occurred unless failure to do so will not have a material adverse effect on Reorganized Pliant.
(g)	All other documents and agreements necessary to implement this Plan on the Effective Date shall have been duly and validly executed and delivered by all parties thereto and all other actions required to be taken in connection with the Effective Date shall have occurred or shall have been otherwise satisfied or waived.
(h)	All DIP Facility Claims shall have been paid in full in Cash or the Debtors shall have provided reasonably satisfactory evidence that such Claims shall be paid from the proceeds of the Exit Facility.
(i)	The sum of the Face Amount of the Allowed General Unsecured Claims plus an amount that the Proponents reasonably project will be the Allowed amount of Disputed Claims in Class 6 shall not be greater than $20 million.
(j)	The sum of the Face Amount of the Allowed Small Claims plus an amount that the Proponents reasonably project will be the Allowed amount of Disputed Claims in Class 8 shall not be greater than $2 million.
(k)	All conditions to the consummation of the Rights Offering, other than those conditions relating to the confirmation of the Plan, shall have occurred or shall have been satisfied or waived and all proceeds of Rights Offering shall be made available to the Reorganized Debtors to fund distributions hereunder.

     9.2 Waiver of Conditions. The conditions set forth in clauses (b), (i) and (j) above may be waived in whole or in part by the Proponents in their sole discretion, without need for notice or a hearing.

     9.3 Effect of Non-Occurrence of Conditions to Effective Date. If each of the conditions specified in Section 9.1 has not been satisfied or waived in the manner provided in Section 9.2, then: (a) the Confirmation Order shall be vacated of no further force or effect; (b) no distributions under the Plan shall be made; (c) the Debtors and all Holders of Claims and Interests in the Debtors shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date as though the Confirmation Date had never occurred; and (d) all of the Debtors’ obligations with respect to the Claims and Interests shall remain unaffected by the Plan and nothing contained herein shall be deemed to constitute a waiver or release of any Claims by or against the Debtors or any other person or to prejudice in any manner the rights of the Debtors or any person in any further proceedings involving the Debtors and the Plan shall be deemed withdrawn. Upon such occurrence, the Debtors shall File a written notification with the Bankruptcy Court and serve it upon such parties as the Bankruptcy Court may direct.

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ARTICLE X

EFFECT OF PLAN CONFIRMATION

     10.1 Binding Effect. Except as otherwise provided in section 1141(d)(3) of the Bankruptcy Code and subject to the occurrence of the Effective Date, on and after the Confirmation Date, the provisions of the Plan shall bind any Holder of a Claim against, or Interest in, the Debtors and such Holder’s respective successors and assigns, whether or not the Claim or Interest of such Holder is Impaired under the Plan and whether or not such Holder has accepted the Plan.

     10.2 Exculpation and Releases.

(a) Exculpation. From and after the Effective Date, the Released Parties shall neither have nor incur any liability to, or be subject to any right of action by, any Holder of a Claim or an Interest, or any other party in interest, or any of their respective agents, employees, representatives, financial advisors, attorneys, or agents acting in such capacity, or affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the CCAA Proceedings, formulating, negotiating or implementing this Plan, the solicitation of acceptances of this Plan, the pursuit of confirmation of this Plan, the confirmation of this Plan, the consummation of this Plan or the administration of this Plan or the property to be distributed under this Plan; provided, however, that this Section shall not apply to (i) obligations under, and the contracts, instruments, releases, agreements, and documents delivered, Reinstated or assumed under this Plan, (ii) any claims or causes of action arising out of willful misconduct or gross negligence as determined by a Final Order, (iii) any matters under dispute between the Debtors, Reorganized Debtors or other persons in interest and any person holding a Claim that is not Allowed under this Plan, to the extent relating to rights under any such Claim. Any of the Released Parties shall be entitled to rely, in all respects, upon the advice of counsel with respect to their duties and responsibilities under the Plan.

(b) Releases by the Debtors. As of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, the Debtors and Reorganized Debtors in their individual capacities and as debtors-in-possession will be deemed to release and forever waive and discharge all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity or otherwise existing as of the Effective Date or thereafter that are based in whole or part on any act, omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Reorganized Debtors, the Chapter 11 Cases, the CCAA Proceedings, this Plan or the Disclosure Statement, and that could have been asserted by or on behalf of the Debtors or their Estates or the Reorganized Debtors against the Released Parties; provided, however, that nothing in this Section shall be construed to release any party from liability for willful misconduct or gross negligence as determined by a Final Order.

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(c) Releases by Holders of Claims and Interests. As of the Effective Date, to the fullest extent permitted by law, each Holder of a Claim or Interest that votes to accept this Plan, or who, directly or indirectly, is entitled to receive a distribution under this Plan, including Persons entitled to receive a distribution via an attorney, agent, Indenture Trustee or securities intermediary, shall in consideration for the obligations of the Debtors and the Reorganized Debtors under this Plan and the Cash and the securities, contracts, instruments, releases and other agreements or documents to be delivered in connection with this Plan, be deemed to have forever released, waived and discharged all claims, demands, debts, rights, causes of action or liabilities (other than (x) any otherwise existing right to enforce the obligations under, and the contracts, instruments, releases, agreements, and documents delivered, Reinstated or assumed under this Plan, and (y) any claims or causes of action arising out of willful misconduct or gross negligence as determined by a Final Order), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity or otherwise, relating to the Debtors, the Reorganized Debtors, the Chapter 11 Cases, the CCAA Proceedings, this Plan or the Disclosure Statement, existing as of the Effective Date or thereafter that are based in whole or part on any act, omission, transaction event, or other occurrence taking place on or prior to the Effective Date, against the Released Parties; provided, however, that nothing in this section shall be construed to release any Released Party from willful misconduct or gross negligence as determined by a Final Order; and provided, further, however, that each Holder of a Claim or Interest that is entitled to vote on this Plan may elect by checking the appropriate box provided on the Ballot not to grant the releases set forth in this Section 10.2(c).

(d) Injunction Related to Exculpation and Releases. All Persons that have held, hold or may hold any liabilities released or exculpated pursuant to this Section 10.2 will be permanently enjoined from taking any of the following actions against any Released Party or its property on account of such released liabilities: (i) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind; (ii) enforcing, levying, attaching, collecting or otherwise recovering by any manner or means, directly or indirectly, any judgment, award, decree or order; (iii) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any Lien; (iv) except as provided herein, asserting any setoff, right of subrogation or recoupment of any kind, directly or indirectly, against any obligation due a Released Party; and (v) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan.

(e) Survival of Indemnification Obligations. The obligations of the Debtors to indemnify any past and present directors, officers, agents, employees and representatives, pursuant to certificates or articles of incorporation, by-laws, contracts and/or applicable statutes, in respect of all actions, suits and proceedings against any of such officers, directors, agents, employees and representatives, based upon any act or omission related to service with or for or on behalf of the Debtors, shall not be discharged or Impaired by confirmation or consummation of this Plan and shall be assumed by the other Reorganized Debtors.

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(f) Discharge of Claims and Termination of Interests. Except as otherwise provided herein or in the Confirmation Order, all consideration distributed under this Plan shall be in exchange for, and in complete satisfaction, settlement, discharge and release of, all Claims and Interests (other than Unimpaired Claims under this Plan that are Allowed Claims) of any nature whatsoever against the Debtors or any of their Estates, assets, properties or interest in property, and regardless of whether any property shall have been distributed or retained pursuant to this Plan on account of such Claims and Interests. Upon the Effective Date, the Debtors shall be deemed discharged and released under section 1141(d)(1)(A) of the Bankruptcy Code from any and all Claims and Interests (other than Unimpaired Claims that are Allowed Claims), including, but not limited to, demands and liabilities that arose before the Effective Date, and all debts of the kind specified in section 502(g), 502(h) or 502(i) of the Bankruptcy Code, and the Pliant Outstanding Common Stock Interests, Series AA Preferred Stock, Series M Preferred Stock, First Lien Notes, Second Lien Notes, and Senior Subordinated Notes shall be terminated.

(g) Preservation of Rights of Action and Settlement of Litigation Claims. Except as otherwise provided in this Plan, the Confirmation Order, or in any document, instrument, release or other agreement entered into in connection with this Plan, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors, as successors in interest to the Debtors and their Estates, shall retain the Litigation Claims. The Reorganized Debtors, as the successors in interest to the Debtors and the Estates, may enforce, sue on, settle or compromise (or decline to do any of the foregoing) any or all of the Litigation Claims. Notwithstanding the foregoing, the Debtors and the Reorganized Debtors shall not file, commence or pursue any claim, right or cause of action under section 547 of the Bankruptcy Code or seek to disallow any Claim to the extent the Holder thereof received and did not return a transfer avoidable under section 547 of the Bankruptcy Code.

10.3 Injunction.

(a) Except as otherwise provided in this Plan or the Confirmation Order, from and after the Effective Date all Persons who have held, hold or may hold Claims against or Interests in the Debtors are (i) permanently enjoined from taking any of the following actions against the Estate(s), or any of their property, on account of any such Claims or Interests and (ii) permanently enjoined from taking any of the following actions against any of the Debtors, the Reorganized Debtors or their property on account of such Claims or Interests: (A) commencing or continuing, in any manner or in any place, any action, or other proceeding; (B) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (C) creating, perfecting or enforcing any Lien or encumbrance; (D) asserting any right of setoff, subrogation or recoupment of any kind, and (E) commencing or continuing, in any manner or in any place, any action that does not comply with or is inconsistent with the provisions of this Plan; provided, however, that nothing contained herein shall preclude such persons from exercising their rights pursuant to and consistent with the terms of this Plan.

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(b) By accepting distributions pursuant to this Plan, each Holder of an Allowed Claim will be deemed to have specifically consented to the injunctions set forth in this Section 10.3.

     10.4 Term of Bankruptcy Injunction or Stays. All injunctions or stays provided for in the Chapter 11 Cases under section 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date.

     10.5 Termination of Subordination Rights and Settlement of Related Claims. The classification and manner of satisfying all Claims and Interests and the respective distributions and treatments hereunder take into account and/or conform to the relative priority and rights of the Claims and Interests in each Class in connection with the contractual, legal and equitable subordination rights relating thereto whether arising under contract, general principles of equitable subordination, section 510(b) of the Bankruptcy Code or otherwise. All subordination rights that a Holder of a Claim or Interest may have with respect to any distribution to be made under the Plan shall be discharged and terminated, and all actions related to the enforcement of such subordination rights shall be enjoined permanently. Accordingly, except as provided in Section 3.2(h) of the Plan, distributions under the Plan to Holders of Allowed Claims will not be subject to payment to a beneficiary of such terminated subordination rights, or to levy, garnishment, attachment or other legal process by a beneficiary of such terminated subordination rights.

ARTICLE XI

RETENTION OF JURISDICTION

          Pursuant to sections 105(c) and 1142 of the Bankruptcy Code and notwithstanding entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court will retain exclusive jurisdiction, subject to Section 12.21 of this Plan, over all matters arising out of, and related to, the Chapter 11 Cases and this Plan to the fullest extent permitted by law, including, among other things, jurisdiction to:

(a)	allow, disallow, determine, liquidate, classify, estimate or establish the priority or secured or unsecured status of any Claim or Interest, including the resolution of any request for payment of any Administrative Expense Claim or Priority Tax Claim and the resolution of any objections to the allowance or priority of Claims or Interests;
(b)	grant or deny any applications for allowance of compensation or reimbursement of expenses authorized pursuant to the Bankruptcy Code or this Plan for periods ending on or before the Effective Date;
(c)	resolve any matters related to the assumption or assumption and assignment of any executory contract or unexpired lease to which any Debtor is a party or with respect to which any Debtor or the Reorganized Debtor may be liable and to hear, determine, and, if necessary, liquidate any Claims arising therefrom;

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(d)	ensure that distributions to Holders of Allowed Claims are accomplished pursuant to the provisions of this Plan;
(e)	decide or resolve any motions, adversary proceedings, contested or litigated matters and any other matters and grant or deny any applications involving the Debtors that may be pending on the Effective Date;
(f)	enter such orders as may be necessary or appropriate to implement or consummate the provisions of this Plan and all contracts, instruments, releases and other agreements or documents created in connection with this Plan, the Disclosure Statement or the Confirmation Order;
(g)	resolve any cases, controversies, suits or disputes that may arise in connection with the consummation, interpretation, or enforcement of this Plan or any contract, instrument, release or other agreement or document that is executed or created pursuant to this Plan, or any entity’s rights arising from or obligations incurred in connection with this Plan or such documents;
(h)	approve any modification of this Plan before or after the Effective Date pursuant to section 1127 of the Bankruptcy Code or approve any modification of the Disclosure Statement, the Confirmation Order or any contract, instrument, release or other agreement or document created in connection with this Plan, the Disclosure Statement or the Confirmation Order, or remedy any defect or omission or reconcile any inconsistency in any Bankruptcy Court order, this Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release or other agreement or document created in connection with this Plan, the Disclosure Statement or the Confirmation Order, in such manner as may be necessary or appropriate to consummate this Plan;
(i)	hear and determine all applications for compensation and reimbursement of expenses of Professionals under this Plan or under sections 330, 331, 363, 503(b), 1103 and 1129(c)(9) of the Bankruptcy Code, which shall be payable by the Debtors only upon allowance thereof pursuant to the order of the Bankruptcy Court, provided, however, that the fees and expenses of the Reorganized Debtors, incurred after the Effective Date, including counsel fees, may be paid by the Reorganized Debtors in the ordinary course of business and shall not be subject to the approval of the Bankruptcy Court;
(j)	issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any entity with consummation, implementation or enforcement of this Plan or the Confirmation Order;
(k)	hear and determine causes of action by or on behalf of the Debtors or the Reorganized Debtors;

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(l)	hear and determine matters concerning state, local and federal taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code;
(m)	enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason or in any respect modified, stayed, reversed, revoked or vacated, or if distributions pursuant to this Plan are enjoined or stayed;
(n)	determine any other matters that may arise in connection with or relate to this Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release, or other agreement, or document created in connection with this Plan, the Disclosure Statement or the Confirmation Order;
(o)	enforce all orders, judgments, injunctions, releases, exculpations, indemnifications and rulings entered in connection with the Chapter 11 Cases;
(p)	hear and determine all matters related to (i) the property of the Estates from and after the Confirmation Date and (ii) the activities of the Reorganized Debtors;
(q)	hear and determine disputes with respect to compensation of the Reorganized Debtors’ professional advisors;
(r)	hear and determine such other matters as may be provided in the Confirmation Order or as may be authorized under the Bankruptcy Code; and
(s)	enter an order closing the Chapter 11 Cases.

ARTICLE XII

MISCELLANEOUS PROVISIONS

     12.1 Surrender of Instruments. As a condition to participation under this Plan the Holder of a note, debenture or other evidence of indebtedness of the Debtors that desires to receive the property to be distributed on account of an Allowed Claim based on such note, debenture or other evidence of indebtedness shall surrender such note, debenture or other evidence of indebtedness to the Debtors, or their designee (unless such Holder’s Claim will be Reinstated by this Plan, in which case such surrender shall not be required), and shall execute and deliver such other documents as are necessary to effectuate this Plan; provided, however, that if a claimant is a Holder of an equity security, note, debenture or other evidence of indebtedness for which no physical certificate was issued to the Holder but which instead is held in book-entry form pursuant to a global security held by DTC or other securities depositary or custodian thereof, then the Debtors or the applicable Indenture Trustee for such equity security, note, debenture or other evidence of indebtedness may waive the requirement of surrender. Except as otherwise provided in this section, if no surrender of a security, note, debenture or other evidence of indebtedness occurs and a claimant does not provide an affidavit and indemnification agreement, in form and substance satisfactory to the Debtors, that such security, note, debenture or other evidence of indebtedness was lost, then no distribution

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may be made to any claimant whose Claim or Interest is based on such security, note, debenture or other evidence of indebtedness thereof. The Debtors shall make subsequent distributions only to the persons who surrender the securities for exchange (or their assignees) and the record holders of such securities shall be those holders of record as of the Effective Date. Except as otherwise provided herein, the First Lien Notes Indenture, Second Lien Notes Indenture, Senior Subordinated Notes Indenture, and the Series AA Registration Rights Agreement, and the Stockholders Agreement shall be rendered void as of the Effective Date.

     12.2 Committees. Any appointment of an Official Committee shall terminate on the Effective Date.

     12.3 Post-Confirmation Date Retention of Professionals. Upon the Effective Date, any requirement that professionals employed by the Reorganized Debtors comply with sections 327 through 331 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date will terminate, and the Reorganized Debtors will be authorized to employ and compensate professionals in the ordinary course of business and without the need for Bankruptcy Court approval.

     12.4 Bar Date for Certain Administrative Expense Claims. All applications for final allowance of fees and expenses of professional persons employed by the Debtors or the Official Committee or otherwise seeking to be compensated by the estate or the Debtors pursuant to orders entered by the Bankruptcy Court and on account of services rendered prior to the Effective Date shall be Filed with the Bankruptcy Court and served upon the Reorganized Debtors’ counsel at the addresses set forth in Section 12.15 of this Plan no later than thirty (30) days after the Effective Date. Any such claim that is not Filed within this time period shall be discharged and forever barred. Objections to any application for allowance of Administrative Expense Claims described in this Section 12.4 must be Filed within thirty (30) days after the filing thereof, as may be extended by the Bankruptcy Court upon request of the Reorganized Debtors.

     12.5 Effectuating Documents and Further Transactions. Each of the Debtors and the Reorganized Debtors is authorized to execute, deliver, File or record such contracts, instruments, releases and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement and further evidence the terms and conditions of this Plan and any notes or securities issued pursuant to this Plan, including actions that the applicable Indenture Trustees may reasonably request to further effect the terms of this Plan.

     12.6 Compensation and Benefit Programs. Except as otherwise expressly provided in Exhibit 12.6 hereto, to be Filed with the Plan Supplement, the Reorganized Debtors shall continue to perform their obligations under all employment and severance contracts and policies, and all compensation and benefit plans, policies and programs of the Debtors applicable to their employees, retirees and non-employee directors and the employees and retirees of their subsidiaries, including, without limitation, all savings plans, retirement plans, healthcare plans, disability plans, severance benefit plans, incentive plans, life and accidental death and dismemberment insurance plans. Any one of the Reorganized Debtors may, prior to the Effective Date, enter into employment agreements with employees that become effective on

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or prior to the Effective Date and survive consummation of this Plan, which employment agreements shall be in form and substance reasonably acceptable to the Proponents. Any such agreements will be annexed to the Plan Supplement or otherwise Filed with the Bankruptcy Court. Details with respect to new and/or amended compensation or benefits programs that are expected to be entered into between the Reorganized Debtors and the management of the Reorganized Debtors will be provided in the Plan Supplement.

     12.7 ACE Insurance Policies. Nothing contained in this Plan, the Confirmation Order, any exhibit to this Plan, the Plan Supplement or any other Plan document (including any provision that purports to be peremptory or supervening) shall in any way operate to, or have the effect of, impairing in any respect the legal, equitable or contractual rights and defenses of the insureds or insurers with respect to any ACE insurance policies and related agreements issued to or on behalf of the Debtors. The rights and obligations of the insureds and insurers under the ACE insurance policies and related agreements shall be determined under such policies and agreements, as applicable, including the terms, conditions, limitations and exclusions thereof, which shall remain in full force and effect, and any applicable non-bankruptcy law. Regardless of whether the ACE insurance policies and related agreements are considered to be executory or not, the Reorganized Debtors will perform the Debtors’ obligations under the ACE insurance policies and related agreements, including any that remain unperformed as of the Effective Date of the Plan.

     12.8 Corporate Action. Prior to, on, or after the Effective Date (as appropriate), all matters expressly provided for under this Plan that would otherwise require approval of the shareholders or directors of one (1) or more of the Debtors or the Reorganized Debtors shall be deemed to have occurred and shall be in effect prior to, on, or after the Effective Date (as appropriate) pursuant to the applicable general corporation law of the states in which the Debtors or the Reorganized Debtors are incorporated without any requirement of further action by the shareholders or directors of the Debtors or the Reorganized Debtors.

     12.9 Exemption from Transfer Taxes. Pursuant to section 1146(a) of the Bankruptcy Code, (a) the issuance, transfer or exchange of notes or equity securities under this Plan; (b) the creation of any mortgage, deed of trust, Lien, pledge or other security interest; (c) the making or assignment of any lease or sublease; or (d) the making or delivery of any deed or other instrument of transfer under this Plan, including, without limitation, merger agreements, agreements of consolidation, restructuring, disposition, liquidation or dissolution, deeds, bills of sale, and transfers of tangible property, will not be subject to any stamp tax or other similar tax.

     12.10 Payment of Statutory Fees. All fees payable pursuant to section 1930 of title 28 of the United States Code, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid on the Effective Date.

     12.11 Amendment or Modification of this Plan. Subject to section 1127 of the Bankruptcy Code and, to the extent applicable, sections 1122, 1123 and 1125 of the Bankruptcy Code, the Proponents may, alter, amend or modify this Plan or the Exhibits at any time prior to or after the Confirmation Date but prior to the substantial consummation of this Plan. A Holder of a Claim or Interest that has accepted this Plan shall be deemed to have accepted this Plan, as

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altered, amended or modified, if the proposed alteration, amendment or modification does not materially and adversely change the treatment of the Claim or Interest of such Holder.

     12.12 Severability of Plan Provisions. If, prior to the Confirmation Date, any term or provision of this Plan is determined by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court will have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision will then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of this Plan will remain in full force and effect and will in no way be affected, Impaired or invalidated by such holding, alteration, or interpretation. The Confirmation Order will constitute a judicial determination and will provide that each term and provision of this Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms.

     12.13 Successors and Assigns. This Plan shall be binding upon and inure to the benefit of the Debtors, and their respective successors and assigns, including, without limitation, the Reorganized Debtors. The rights, benefits and obligations of any entity named or referred to in this Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign of such entity; provided, that Apollo shall only assign its rights to an affiliate and that any assignment hereunder shall not relieve the assigning party of its obligations hereunder.

     12.14 Revocation, Withdrawal or Non-Consummation. The Proponents reserve the right to revoke or withdraw this Plan as to any or all of the Debtors prior to the Confirmation Date and to File subsequent plans of reorganization. If the Proponents revoke or withdraw this Plan as to any or all of the Debtors, or if confirmation or consummation as to any or all of the Debtors does not occur, then, with respect to such Debtors, (a) this Plan shall be null and void in all respects and (b) any settlement or compromise embodied in this Plan (including the fixing or limiting to an amount certain any Claim or Interest or Class of Claims or Interests), assumption or rejection of executory contracts or leases affected by this Plan, and any document or agreement executed pursuant to this Plan shall be deemed null and void.

     12.15 Notice. All notices, requests and demands to or upon the Proponents to be effective shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows:

APOLLO MANAGEMENT VI, L.P.
c/o Apollo Management VI, L.P.
9 West 57^th Street
New York, NY 10019

Telephone: (212) 515-3450
Facsimile: (212) 515-3251
Attn: Robert Seminara

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with a copy to:

WACHTELL, LIPTON, ROSEN & KATZ
51 West 52^nd Street
New York, NY 10019
Telephone: (212) 403-1000
Facsimile: (212) 403-2000
Attn: Philip Mindlin / Douglas K. Mayer / Andrew J. Nussbaum

-and-

MORRIS, NICHOLS, ARSHT & TUNNELL llp
1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Attn: Derek C. Abbott

Counsel to Apollo

PLIANT CORPORATION
1475 Woodfield Road
Suite 700
Schaumburg, IL 60173
Telephone: (847) 969-3319
Facsimile: (847) 969-3338
Attn: Stephen T. Auburn

with a copy to:

SIDLEY AUSTIN llp
One South Dearborn Street
Chicago, IL 60603
Telephone: (312) 853-7000
Facsimile: (312) 853-7036
Attn: Larry J. Nyhan

-and-

YOUNG CONAWAY STARGATT & TAYLOR, llp
The Brandywine Building
1000 West Street, 17th Floor
P.O. Box 391
Wilmington, DE 19899-0391
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Attn: Robert S. Brady

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Counsel to Debtors and Debtors-in-Possession

     12.16 Governing Law. Except to the extent that the Bankruptcy Code, the Bankruptcy Rules or other federal law is applicable, or to the extent that an exhibit or schedule to this Plan, the First Lien Notes Indenture, the Second Lien Notes Indenture or the Senior Subordinated Notes Indentures provide otherwise, the rights and obligations arising under this Plan shall be governed by, and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law of such jurisdiction.

     12.17 Tax Reporting and Compliance. The Reorganized Debtors are hereby authorized, on behalf of each of the Debtors, to request an expedited determination under section 505 of the Bankruptcy Code of the tax liability of the Debtors for all taxable periods ending after the Petition Date through, and including, the Effective Date.

     12.18 Exhibits. All Exhibits to this Plan are incorporated and are a part of this Plan as if set forth in full herein.

     12.19 Filing of Additional Documents. On or before substantial consummation of this Plan, the Proponents shall File such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Plan.

     12.20 Reservation of Rights. Except as expressly set forth herein, this Plan shall have no force and effect unless the Bankruptcy Court has entered the Confirmation Order.

     12.21 Disputes Concerning Canadian Claims against and Interests in Canadian Debtors. All disputes involving the rights of a Canadian entity that is (a) the Holder of a Claim against or an Interest in a Canadian Debtor and (b) not subject to the personal jurisdiction of the Bankruptcy Court will be determined by the Bankruptcy Court without prejudice to such entity’s right to seek to have such dispute heard instead by the Canadian Court. Notwithstanding the foregoing, all such Canadian entities will be bound by the terms and provisions of this Plan.

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Dated: August 14, 2009

Respectfully submitted,

APOLLO INVESTMENT FUND VI, L.P.

By: Apollo Advisors VI, L.P., its manager

By: Apollo Capital Management VI, LLC, its general partner

By:	/s/ Robert Seminara
Name:		Robert Seminara
Title:		Vice President

APOLLO OVERSEAS PARTNERS VI, L.P.

By: Apollo Advisors VI, L.P., its manager

By: Apollo Capital Management VI, LLC, its general partner

By:	/s/ Robert Seminara
Name:		Robert Seminara
Title:		Vice President

APOLLO OVERSEAS PARTNERS (DELAWARE) VI, L.P.

By: Apollo Advisors VI, L.P., its manager

By: Apollo Capital Management VI, LLC, its general partner

By:	/s/ Robert Seminara
Name:		Robert Seminara
Title:		Vice President

APOLLO OVERSEAS PARTNERS
(DELAWARE 892) VI, L.P.

By: Apollo Advisors VI, L.P., its manager

PLIANT CORPORATION

(for itself and on behalf of the Affiliate Debtors, as Debtors and Debtors-in-Possession)

By:	/s/ Stephen T. Auburn
Name:		Stephen T. Auburn
Title:		Vice President and General Counsel

SIDLEY AUSTIN llp
Larry J. Nyhan
James F. Conlan
Jessica C.K. Boelter
Kerriann S. Mills
One South Dearborn Street
Chicago, Illinois 60603
Telephone: (312) 853-7000
Facsimile: (312) 853-7036

YOUNG CONAWAY STARGATT & TAYLOR, llp
Robert S. Brady (No. 2847)
Edmon L. Morton (No. 3856)
Kenneth J. Enos (No. 4544)
The Brandywine Building
1000 West Street, 17th Floor
P.O. Box 391
Wilmington, Delaware 19899-0391
Telephone: (302) 571-6600
Facsimile: (302) 571-1253

Counsel to the Debtors and Debtors-in-Possession

By: Apollo Capital Management VI, LLC, its general partner

By:	/s/ Robert Seminara
Name:		Robert Seminara
Title:		Vice President

APOLLO OVERSEAS PARTNERS (GERMANY) VI, L.P.

By: Apollo Advisors VI, L.P., its manager

By: Apollo Capital Management VI, LLC, its general partner

By:	/s/ Robert Seminara
Name:		Robert Seminara
Title:		Vice President

APOLLO MANAGEMENT VI, L.P.

By: Apollo Capital Management VI, LLC, its general partner

By:	/s/ Robert Seminara
Name:		Robert Seminara
Title:		Vice President

WACHTELL, LIPTON, ROSEN & KATZ
Philip Mindlin
Douglas K. Mayer
Andrew J. Nussbaum
51 West 52^nd Street
New York, New York 10019
Telephone: (212) 403-1000
Facsimile: (212) 403-2000

MORRIS, NICHOLS, ARSHT & TUNNELL LLP
Derek C. Abbott (No. 3376)
Daniel B. Butz (No. 4227)
1201 North Market Street
P.O. Box 1347
Wilmington, Delaware 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989

Counsel to Apollo