10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                              to                              

Commission file number 333-40067

PLIANT CORPORATION

(Exact name of registrant as specified in its charter)

Utah	87-0496065
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1515 Woodfield Road, Suite 600

Schaumburg, IL 60173

(847) 969-3300

(Address of principal executive offices and telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes     X     No             

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. On November 13, 2002, there were 578,763 outstanding shares of the registrant’s Common Stock.

PLIANT CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

	PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2002 AND DECEMBER 31, 2001	3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001	4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001	5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002	6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	39
ITEM 4. CONTROLS AND PROCEDURES	39
PART II. OTHER INFORMATION
ITEM 5. CHANGES IN SECURITIES AND USE OF PROCEEDS	40
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K	40

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2002 AND DECEMBER 31, 2001 (DOLLARS IN THOUSANDS) (UNAUDITED)

	September 30, 2002			December 31, 2001
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	320		$	4,818
Receivables, net of allowances of $4,141 and $2,438, respectively		134,580			125,436
Inventories		94,773			83,948
Prepaid expenses and other		3,501			3,026
Income taxes receivable		922			985
Deferred income taxes		10,914			2,563
Total current assets		245,010			220,776
PROPERTY, PLANT AND EQUIPMENT, net		352,213			369,324
GOODWILL		208,678			204,425
INTANGIBLE ASSETS, net		30,211			26,774
OTHER ASSETS		36,212			30,384
TOTAL ASSETS	$	872,324		$	851,683
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt	$	4,089		$	17,767
Trade accounts payable		102,527			101,508
Accrued interest		28,983			10,392
Accrued liabilities		48,233			32,705
Total current liabilities		183,832			162,372
LONG-TERM DEBT, net of current portion		705,861			695,556
OTHER LIABILITIES		22,604			18,944
DEFERRED INCOME TAXES		30,136			26,156
Total liabilities		942,433			903,028
MINORITY INTEREST		280			271
REDEEMABLE PREFERRED STOCK – 200,000 shares authorized, 130,973 shares outstanding and designated as Series A, no par value, with a redemption and liquidation value of $1,000 per share		144,353			126,149
REDEEMABLE COMMON STOCK – no par value; 60,000 shares authorized; 53,996 shares outstanding, net of related stockholders’ notes receivable of $13,247 at September 30, 2002 and $12,720 at December 31, 2001		16,251			16,778
Total redeemable stock		160,604			142,927
STOCKHOLDERS’ DEFICIT:
Common stock – no par value; 10,000,000 shares authorized 542,638 shares Outstanding at September 30, 2002 and 542,571 at December 31, 2001		103,376			103,362
Warrants		38,676			38,715
Accumulated deficit		(352,142	)		(326,356	)
Stockholders’ notes receivable		(649	)		(616	)
Accumulated other comprehensive income/(loss)		(20,254	)		(9,648	)
Total stockholders’ deficit		(230,993	)		(194,543	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	872,324		$	851,683

See notes to condensed consolidated financial statements.

3

PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (IN THOUSANDS) (UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2002			2001			2002			2001
NET SALES	$	230,613		$	220,350		$	658,576		$	626,578
COST OF SALES		190,740			174,541			531,120			500,345
Gross profit		39,873			45,809			127,456			126,233
OPERATING EXPENSES:
Sales, general, and administrative		22,876			20,636			63,191			64,216
Research and development		1,949			1,779			6,327			5,466
Stock-based compensation related to administrative employees		—			—			—			7,033
Restructuring costs		5,760			(6,167	)		11,969			(2,915	)
Total operating expenses		30,585			16,248			81,487			73,800
OPERATING INCOME		9,288			29,561			45,969			52,433
INTEREST EXPENSE		(19,108	)		(18,877	)		(55,053	)		(58,302	)
OTHER INCOME – Net		378			882			1,357			6,654
INCOME/(LOSS) BEFORE INCOME TAXES		(9,442	)		11,566			(7,727	)		785
INCOME TAX PROVISION (BENEFIT)		(1,968	)		4,704			(112	)		2,851
NET INCOME/(LOSS)	$	(7,474	)	$	6,862		$	(7,615	)	$	(2,066	)

See notes to condensed consolidated financial statements.

4

PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (IN THOUSANDS) (UNAUDITED)

	2002			2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,615	)	$	(2,066	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		34,963			34,052
Deferred income taxes		(4,371	)		(1,517	)
Stock-based compensation related to administrative employees		—			7,033
(Gain)/loss on disposal of assets		(54	)		(349	)
Reversal of plant closing accrual		—			(7,602	)
Changes in assets and liabilities:
Receivables		(2,619	)		(12,742	)
Inventories		(2,613	)		5,969
Prepaid expenses and other Security deposit for operating lease		(302 (5,000	) )		(1,263 —	)
Intangible assets and other assets		4,671			974
Trade accounts payable		(4,141	)		(9,319	)
Income taxes payable		468			2,149
Accrued interest		14,748			16,675
Accrued liabilities		11,248			(8,999	)
Other		3,071			376
Net cash provided by operating activities		42,454			23,371
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale and leaseback of assets		15,033			7,914
Proceeds from sale of land and buildings		3,589			—
Capital expenditures for plant and equipment		(34,065	)		(40,027	)
Purchase of Uniplast net of cash		—			(55,531	)
Purchase of Decora net of cash		(20,578	)		—
Purchase of Roll-O-Sheets		(1,500	)		—
Net cash used in investing activities		(37,521	)		(87,644	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of capitalized loan fees		(5,328	)		(1,932	)
Net proceeds from issuance of stock and net change in related stockholders’ notes receivables		27			47,636
Proceeds from issuance of senior subordinated notes		103,750			—
Net borrowings/principal payments on credit facilities		(107,123	)		14,940
Minority investment		—			357
Net cash (used in) provided by financing activities		(8,674	)		61,001
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(757	)		3,978
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(4,498	)		706
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD		4,818			3,060
CASH AND CASH EQUIVALENTS, END OF THE PERIOD	$	320		$	3,766
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest	$	38,953		$	41,949
Income taxes	$	3,790		$	(1,465	)
Other non-cash disclosure:
Preferred stock dividends accrued but not paid	$	17,182		$	12,641

See notes to condensed consolidated financial statements.

5

PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 (IN THOUSANDS) (UNAUDITED)

	Common Stock				Warrants			Accumulated Deficit			Stockholders’ Notes Receivable			Accumulated Other Comprehensive Income/(loss)			Total
	Shares	Amount
BALANCE, DECEMBER 31, 2001	543	$	103,362		$	38,715		$	(326,356	)	$	(616	)	$	(9,648	)	$	(194,543	)
Net loss	—		—			—			(7,615	)		—			—			(7,615	)
Fair value change in interest rate derivatives classified as cash flow hedges	—		—			—			—			—			(5,911	)		(5,911	)
Issuance of common stock to management for warrants	—		39			(39	)		—			—			—			—
Preferred stock dividend and accretion	—		—			—			(18,171	)		—			—			(18,171	)
Purchase of stock by directors	—		100			—			—			—			—			100
Repurchase of common stock	—		(125	)		—			—			—			—			(125	)
Amortization of discount on stockholder’s note receivable	—		—			—			—			(33	)		—			(33	)
Foreign currency translation adjustment	—		—			—			—			—			(4,695	)		(4,695	)
BALANCE, SEPTEMBER 30, 2002	543	$	103,376		$	38,676		$	(352,142	)	$	(649	)	$	(20,254	)	$	(230,993	)

See notes to condensed consolidated financial statements.

6

PLIANT CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.      BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared, without audit, in accordance with U.S. generally accepted accounting principles and pursuant to the rules and regulations of the Securities and Exchange Commission. The information reflects all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the financial position, results of operations and cash flows of Pliant Corporation and its subsidiaries (“Pliant” or the “Company”) as of the dates and for the periods presented. Results of operations for the period ended September 30, 2002 are not necessarily indicative of results of operations to be expected for the full fiscal year.

Certain information in footnote disclosures normally included in financial statements presented in accordance with U.S. generally accepted accounting principles has been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission. These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 and the Company’s Registration Statement on Form S-4 (File No. 333-86532), as amended. Certain reclassifications have been made to the condensed consolidated financial statements for the three and nine months ended September 30, 2001 for comparative purposes.

2.      INVENTORIES

Inventories are valued at the lower of cost (using the first-in, first-out method) or market value. Inventories as of September 30, 2002 and December 31, 2001 consisted of the following (in thousands):

	September 30, 2002		December 31, 2001
Finished goods	$	55,943	$	50,738
Raw materials		29,435		27,499
Work-in-process		9,395		5,711
Total	$	94,773	$	83,948

3.      RESTRUCTURING COSTS

Restructuring costs include plant closing costs (including costs related to relocation of manufacturing equipment), office closing costs and other costs related to workforce reductions.

Plant Closing Costs—During 2000, we approved and announced a strategic initiative to cease operations at our Dallas, Texas; Birmingham, Alabama; and Harrington, Delaware facilities. These facilities represented a portion of our Pliant U.S. segment. The intent of this initiative was to maximize the capacity of other Company-owned facilities by moving the production from these

7

locations to plants that were not operating at capacity. As a result of this strategic initiative, we recorded a pre-tax charge of $19.6 million for plant closing costs during the year ended December 31, 2000. Of the $19.6 million, $13.8 million represented a reserve for impaired plant and equipment, $5.0 million represented a charge for severance costs and $0.8 million represented a charge for other closure costs and inventory write-offs. The major actions relating to the exit of these facilities included closing each facility, disposal of the related equipment of each facility and termination of the employees of each facility. As of December 31, 2000, we had completed our closure of our Dallas facility. In addition, we completed the closure of our Birmingham facility during the second quarter of 2001.

During the third quarter of 2001, we reassessed the economics of closing our Harrington facility in light of changes in customer demand and our recent acquisition of Uniplast Holdings, Inc. (“Uniplast”). These changes, together with the movement of a production line to Harrington from our Birmingham plant, improved the profitability of the Harrington plant. As a result, we revised our plans to close that facility. During the first six months of 2001, $1.1 million of expense was incurred to downsize the Harrington facility. The remaining balance of the plant closure costs of $7.6 million accrued in 2000 was credited to plant closing costs during the third quarter of 2001.

The following is a summary of the key elements of the 2000 exit plan, excluding Harrington (dollars in thousands):

	Dallas		Birmingham		Total
Number of employees to be terminated		68		105		173
Book value of property and equipment to be disposed of	$	1,593	$	8,913	$	10,506
Estimated proceeds from disposal		1,200		1,749		2,949
Net write-off from disposal		393		7,164		7,557
Severance costs		588		2,271		2,859
Other closure costs		302		225		527
Total closure costs	$	1,283	$	9,660	$	10,943

There was no material loss of revenues or income from the closure of these facilities due to the transfer of sales volumes to other facilities. As of September 30, 2002, the remaining reserves related to other costs are included in other accrued liabilities in the accompanying consolidated balance sheets, while the reserve for impairment of property and equipment has been recorded as a direct reduction of the net property and equipment balances. Utilization of these reserves during the nine months ended September 30, 2002 is summarized below (in thousands):

	Balance 12/31/01		Utilized				Reversal		Balance 9/30/02
			Non-Cash		Cash
Property and equipment reserves	$	2,556	$	—	$		$	—	$	2,556
Severance costs		—		—		—		—		—
Other costs		233		—		233		—		—
Total	$	2,789	$	—	$	233	$	—	$	2,556

As of September 30, 2002, all of the expected employee terminations had been completed at our Dallas, Birmingham and Harrington facilities. There were no reserves remaining for the Harrington facility closure as of December 31, 2001.

As a part of the July 2001 acquisition of Uniplast, we approved a plan to close three Uniplast production facilities and to reduce Uniplast’s sales and administrative personnel. As of December 31, 2001, the closure of these three production plants and the reduction of sales and administrative

8

personnel were complete. Severance costs associated with this plan of $3.0 million were accrued as a part of the cost of the acquisition. The cost of relocating production lines to existing Company locations is expensed to plant closing costs as incurred. We incurred approximately $3.0 million for these relocation costs during the third and fourth quarters of 2001.

2002 Update—In September 2002, we approved a plan to close our production facility in Merced, California and relocate its production lines to our plants in Toronto, Canada and Danville, Kentucky. As of September 30, 2002, we accrued $1.6 million as part of plant closing costs for the severance expenses related to the closure of the Merced facility. The cost of relocating the production lines will be expensed to plant closing costs as incurred.

In addition, we have commenced a process to consolidate our two plants in Mexico, and to move certain production capabilities from our facility in Toronto, Canada to our Barrie, Canada plant. The cost of relocating the production lines will be expensed to plant closing costs as incurred. We also incurred plant closure costs in connection with the closing of our Fort Edward, New York facility (acquired as a part of the Decora acquisition) and moving production to our facilities in Mexico and Danville, Kentucky. We also made certain production rationalizations at our Toronto, Canada plant and Calhoun, Georgia plant. In addition we continue to incur costs for relocation of the Uniplast production lines.

Office Closing and Workforce ReductionCosts—During the fourth quarter of 2000, we approved and announced a cost saving initiative resulting in a Company-wide workforce reduction, relocation of the corporate office from Salt Lake City, Utah to the Chicago, Illinois area and closure of our Dallas, Texas divisional office. As a result of this initiative we recorded a pre-tax charge of $7.1 million, which was included as part of selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2000. The major actions relating to this initiative included a reduction in workforce due to consolidation of duties, and closing the offices in Dallas, Texas and Salt Lake City, Utah. We completed the workforce reduction of 52 employees and the closure of our office in Dallas, Texas during the first quarter of 2001, and we completed the Salt Lake City corporate office closure during the second quarter of 2001. The following is a summary of the key elements of this plan (dollars in thousands):

	Workforce Reduction		Relocation of Corporate Office		Closure of Dallas Office		Total
Number of employees		52		36		2		90
Leasehold improvements	$	—	$	1,000	$	—	$	1,000
Severance cost		2,940		2,352		21		5,313
Other costs related to leases		—		721		82		803
Total cost	$	2,940	$	4,073	$	103	$	7,116

In the fourth quarter of 2001, an additional $0.9 million was accrued to revise the estimate of future non-cancelable lease costs in excess of income from subleasing. As of September 30, 2002, the remaining reserves related to severance costs and other costs related to leases. These reserves are included in other accrued liabilities in the accompanying consolidated balance sheets, while the reserve for impairment related to leasehold improvements has been recorded as a reduction of the net property and equipment balance. Utilization of these reserves during the nine months ended September 30, 2002 is summarized below (in thousands):

	Balance 12/31/01		Utilized				Additional Accrual		Balance 9/30/02
			Non-Cash		Cash
Severance cost	$	128	$	—	$	78	$	—	$	50
Other costs related to lease		1,136		—		587		—		549
Total cost	$	1,264	$	—	$	665	$	—	$	599

9

As of September 30, 2002, all of the expected employee terminations had been completed in connection with the workforce reduction and the closure of our Dallas office, and all but one of the expected employee terminations had been completed in connection with our closure of the Salt Lake City corporate office. The remaining employee in Salt Lake City was terminated in October 2002.

2002 Update—During the nine month period ended September 30, 2002, we implemented three workforce reduction programs. During the first nine months of 2002, 51 employees were terminated, resulting in an estimated annual cost saving, including benefits, of $5.1 million. Total severance cost, including benefits, for these terminations was $4.0 million. These severance costs were incurred as follows: $1.0 million in the first quarter of 2002, $1.9 million in the second quarter of 2002 and $1.1 million in the third quarter of 2002.

We implemented a further Company-wide workforce reduction in October 2002. Under this program, 37 employees were terminated resulting in an estimated annual cost savings, including benefits, of $3.3 million. Total severance cost, including benefits, for these terminations was $2.0 million. These severance costs will be expensed in the fourth quarter of 2002.

Total plant closing costs and severance and related costs resulting from the 2002 workforce reductions discussed above of $5.8 million and $12.0 million have been included as part of restructuring costs in the consolidated statement of operations for the three and nine months ended September 30, 2002, respectively.

4.      COMPREHENSIVE INCOME/(LOSS)

Other comprehensive losses for the three and nine months ended September 30, 2002 were $14.2 million and $18.2 million, respectively. Other comprehensive loss for the nine months ended September 30, 2001 was $2.5 million. Other comprehensive income for the three months ended September 30, 2001 was $6.1 million. The components of other comprehensive income/(loss) are net income, the change in cumulative unrealized losses on derivatives recorded in accordance with Statement of Financial Accounting Standards No. 133 and foreign currency translation.

5.      STOCK OPTION PLANS

During the nine months ended September 30, 2002 options to purchase 12,355 shares were granted. During the nine months ended September 30, 2002 options to purchase 2,870 shares were cancelled in connection with employee terminations.

6.      LONG-TERM DEBT

Effective April 2, 2002, we entered into an amendment of our credit facilities to, among other things, permit the offering of $100 million aggregate principal amount of our 13% Senior Subordinated Notes due 2010 (the “2002 Notes”). The amendment also adjusted certain financial covenants, including the leverage and interest coverage ratios and the permitted amount of capital expenditures. The amendment also allowed us to borrow additional term loans in an aggregate principal amount of up to $85 million under an uncommitted incremental tranche B facility to finance certain permitted acquisitions, if any, completed prior to March 31, 2003. We incurred an amendment fee of $1.3 million in connection with the amendment. We also incurred approximately $0.5 million of legal and administrative expenses in connection with negotiating the amendment.

10

On April 10, 2002, we completed the private offering of the 2002 Notes at an issue premium of $3.75 million. The total cost of issuance of the 2002 Notes was approximately $3.5 million. We used approximately $93.3 million of the net proceeds from the issuance of the 2002 Notes to repay indebtedness under our credit facilities, including a repayment of approximately $63.3 million on our revolving credit facility and a $30 million repayment on our term loans. As amended, our credit facilities required that we repay, on December 31, 2002, additional term loans in the amount by which $18 million exceeds the amount we invest in certain acquisitions. Due to the completion of our acquisition of Decora Industries, Inc. and Decora, Incorporated (collectively “Decora”) on May 20, 2002, we are not required to repay additional term debt on December 31, 2002. (See Note 8.) In May 2002, we completed an exchange offer, pursuant to which we exchanged all of the 2002 Notes for notes registered under the Securities Act of 1933.

Effective September 30, 2002, our credit facilities were amended to, among other things, revise certain financial covenants. The revised financial covenants included the leverage ratio and the interest coverage ratio. In addition, this amendment revised certain other covenants and provisions in our credit facilities. These revisions include (1) a limit on capital expenditures, (2) restrictions on acquisitions unless our leverage ratio is equal to or less than 4.0 to 1.0 after the acquisition is completed, (3) additional restrictions on future investments and restricted payments, and (4) increases to our interest rate spreads. The amendment also eliminated our ability to borrow an additional $85 million for permitted acquisitions as provided by the April 2, 2002 amendment to our credit facilities discussed above.

We incurred an amendment fee of $1.2 million in connection with the amendment. We also incurred approximately $0.9 million of legal and administrative expenses in connection with negotiating the amendment.

Long-term debt as of September 30, 2002 and December 31, 2001 consisted of the following (in thousands):

	9/30/2002		12/31/2001
Credit Facilities:
Revolver-overdraft, variable interest, 5.0625% as of September 30, 2002	$	1,610	$	39,511
Tranche A and B term loans, variable interest at a weighted average rate of 5.4% as of September 30, 2002		394,575		463,800
Senior subordinated notes, interest at 13.0% (net of original issue discount and warrants being amortized of $12,110)		207,890		207,253
Senior subordinated notes, interest at 13.0% (including the balance of premium on issue being amortized of $3,634)		103,634		—
Obligations under capital leases		1,065		2,090
Insurance financing, interest at 3.2% as of September 30, 2002		1,176		588
Other financing		—		81
Total		709,950		713,323

11

	9/30/2002			12/31/2001
Less current portion		(4,089	)		(17,767	)
Long-term portion	$	705,861		$	695,556

7. INCOME TAXES

For the nine months ended September 30, 2002, our income tax benefit was $0.1 million, or 1.4% of loss before income taxes, as compared to an income tax expense of $2.9 million, or 363% of income before income taxes, for the nine months ended September 30, 2001. For the three months ended September 30, 2002, our income tax benefit was $2.0 million, or 20.8% of loss before income taxes, as compared to an income tax expense of $4.7 million on income before income taxes of $11.6 million for the three months ended September 30, 2001. The reason for the significant variance in the effective income tax rate is principally due to the change in the mix between U.S. and foreign taxable income. The effective rate for foreign income taxes is substantially higher than the effective rate for income taxes in the United States.

8. ACQUISITIONS

In May 2002, we acquired substantially all of the assets and assumed certain liabilities of Decora Industries, Inc. and its operating subsidiary, Decora Incorporated (collectively, “Decora”), a New York based manufacturer and reseller of printed, plastic films, including plastic films and other consumer products sold under the Con-Tact^® brand name. Our purchase of Decora’s assets was approved by the United States Bankruptcy Court. The purchase price was approximately $18 million. The purchase price was negotiated with the creditors committee and was paid in cash using borrowings from our existing revolving credit facility. The assets purchased consist of one plant in Fort Edward, New York, and related equipment used by Decora primarily to print, laminate and convert films into adhesive shelf liner. We have commenced the process of closing the Decora plant in Fort Edward, New York and moving the production to our facilities in Mexico and Danville, Kentucky. We have begun to realize synergies in raw material costs, freight costs and administrative expenses. In addition to the purchase price of $18 million, we have accrued $2.7 million of liabilities related to acquisition costs and severance payments. We sold our Fort Edward, New York plant on September 30, 2002 for $2.1 million and leased it back for $1 for up to twelve months. Results of operations from the date of acquisition are included in the consolidated statements of operations for the nine months ended September 30, 2002.

The aggregate purchase price of $20.7 million, including accrued liabilities related to acquisition costs and severance payments, has been allocated on a preliminary basis to assets and liabilities. This allocation is preliminary pending final fixed asset and intangible asset valuations. The preliminary allocation is as follows (dollars in thousands):

Current Assets	$	15,805
Property Plant and Equipment		4,961
Goodwill and Intangible assets		6,209
Current Liabilities		(6,312	)
Total Purchase Price	$	20,663

12

The pro forma results of operations for the nine months ended September 30, 2002 and 2001 (assuming that the Decora acquisition had occurred on January 1, 2002 and January 1, 2001, respectively) are as follows (dollars in thousands):

	Nine Months Ended September 30,
	2002			2001
Net Sales	$	694,059		$	665,196
Net Income/(loss)	$	(6,206	)	$	(79,450	)

These pro forma results reflect certain non-recurring items. The net income/(loss) for the nine months ended September 30, 2001 includes results from a division that was sold by Decora in 2001. The net loss reflects the write down of goodwill and long-lived assets and reorganization costs related to the bankruptcy that are considered non-recurring. Net income/(loss) for the nine months ended September 30, 2001 reflects $13.0 million (pre-tax basis) for the loss on the division that was sold by Decora in 2001 and $57.0 million (pre-tax basis) for the write-down of goodwill. The reorganization items were $0.6 million and $2.2 million for the nine months ended September 30, 2002 and 2001, respectively. The effective income tax rate for pre-acquisition results of operations of Decora was 0% due to the net operating losses and valuation allowances.

On August 15, 2002, we purchased substantially all of the assets and assumed certain liabilities of the business of Roll-O-Sheets Canada Limited (“Roll-O-Sheets”) for approximately $1.5 million. The Roll-O-Sheets business consists of one plant in Barrie, Canada primarily engaged in the conversion and sale of PVC and polyethylene film for the food industry. In addition, the business includes the distribution of polyester film and polypropylene food trays and other food service products. Detailed financial information and pro-forma results are not presented as they are not material to our consolidated financial statements.

9. OPERATING SEGMENTS

Operating segments are components of our business for which separate financial information is available that is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and in assessing performance. This information is reported on the basis that it is used internally for evaluating segment performance.

In previous reporting periods we had three reporting segments, namely Specialty Films, Design Products and Industrial Films. We have recently reorganized the Company under three new segments: Pliant U.S., Pliant International and Pliant Solutions. Each of these three segments has separate Presidents and operating management. Financial information for the Pliant Solutions segment is not provided for 2001 periods as this segment was formed after the Decora acquisition in May 2002. The financial information presented in this footnote for prior periods has been reclassified for comparative purposes.

Sales and transfers between our segments are eliminated in consolidation. We evaluate performance of the operating segments based on profit or loss before income taxes, not including restructuring costs and other nonrecurring gains or losses.

13

Segment profit or loss and segment assets as of and for the three months ended September 30, 2002 and 2001 are presented in the following table (in thousands):

	Pliant U.S.			Pliant International			Pliant Solutions		Corporate /Other			Total
September 30, 2002
Net sales to customers	$	191,100		$	25,653		$	13,860	$	—		$	230,613
Inter-segment sales		6,950			30			—		(6,980	)		—
Total net sales		198,050			25,683			13,860		(6,980	)		230,613
Depreciation and amortization		6,489			1,538			485		3,534			12,046
Interest expense		39			505			15		18,549			19,108
Segment profit (loss) before restructuring costs		21,418			372			1,429		(26,901	)		(3,682	)
Restructuring costs		5,002			581			—		177			5,760
Segment total assets		676,954			106,950			26,430		61,990			872,324
Capital expenditures		9,333			1,872			152		742			12,099
September 30, 2001
Net sales to customers		193,895			26,455			—		—			220,350
Inter-segment sales		3,428			(2	)		—		(3,426	)		—
Total net sales		197,323			26,453			—		(3,426	)		220,350
Depreciation and amortization		6,734			1,648			—		3,943			12,325
Interest expense		27			656			—		18,194			18,877
Segment profit (loss) before restructuring costs		28,625			1,990			—		(25,216	)		5,399
Restructuring costs		(6,914	)		157			—		590			(6,167	)
Segment total assets		693,292			109,176			—		61,294			863,762
Capital expenditures		10,367			403			—		170			10,940

14

Segment profit or loss and segment assets as of and for the nine months ended September 30, 2002 and 2001 are presented in the following table (in thousands):

	Pliant U.S.			Pliant International		Pliant Solutions		Corporate/ Other			Total
September 30, 2002
Net sales to customers	$	556,460		$	81,468	$	20,648	$	—		$	658,576
Inter-segment sales		18,075			167		—		(18,242	)		—
Total net sales		574,535			81,635		20,648		(18,242	)		658,576
Depreciation and amortization		19,687			4,680		770		9,826			34,963
Interest expense		83			1,609		15		53,346			55,053
Segment profit (loss) before restructuring costs		71,913			6,491		1,707		(75,869	)		4,242
Restructuring costs		9,688			1,075		—		1,206			11,969
Capital expenditures		26,875			3,732		251		3,207			34,065
September 30, 2001
Net sales to customers		554,116			72,462		—		—			626,578
Inter-segment sales		12,848			33		—		(12,881	)		—
Total net sales		566,964			72,495		—		(12,881	)		626,578
Depreciation and amortization		18,971			4,445		—		10,636			34,052
Interest expense		18			2,560		—		55,724			58,302
Segment profit (loss) before restructuring costs		78,076			6,062		—		(86,268	)		(2,130	)
Restructuring costs		(5,596	)		470		—		2,211			(2,915	)
Capital expenditures		34,224			2,028		—		3,775			40,027

15

A reconciliation of the totals reported for the operating segments to our totals reported in the consolidated condensed financial statements for the three months ended September 30, 2002 and 2001 is as follows (in thousands):

	Three months ended September 30,
	2002			2001
Profit or Loss
Total segment profit before restructuring costs	$	23,219		$	30,615
Restructuring costs		(5,760	)		6,167
Unallocated amounts
Corporate expenses		(8,352	)		(7,022	)
Interest expense		(18,549	)		(18,194	)
Total corporate/other		(26,901	)		(25,216	)
Income/(loss) before taxes	$	(9,442	)	$	11,566

A reconciliation of the totals reported for the operating segments to our totals reported in the consolidated condensed financial statements for the nine months ended September 30, 2002 and 2001 is as follows (in thousands):

	Nine months ended September 30,
	2002			2001
Profit or Loss
Total segment profit before restructuring costs	$	80,111		$	84,138
Stock-based compensation related to administrative employees		—			(7,033	)
Restructuring costs		(11,969	)		2,915
Unallocated amounts
Corporate expenses		(22,523	)		(23,511	)
Interest expense		(53,346	)		(55,724	)
Total corporate/other		(75,869	)		(79,235	)
Income/ (loss) before taxes	$	(7,727	)	$	785

16

10.    NEW ACCOUNTING STANDARDS

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations” and No. 142 “Goodwill and Other Intangible Assets”. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations completed after June 30, 2001, clarifies the recognition of intangible assets separately from goodwill and requires that unallocated negative goodwill be written off immediately as an extraordinary gain. SFAS No. 142, which was effective for fiscal years beginning after December 15, 2001, requires that ratable amortization of goodwill be replaced with periodic tests of goodwill impairment and that intangible assets, other than goodwill, which have determinable useful lives, be amortized over their useful lives. As required by SFAS 142, the Company stopped amortizing goodwill effective January 1, 2002. The Company has evaluated, with the assistance of an independent consultant, any possible impairment of goodwill under SFAS 142 guidelines. Based on this evaluation the Company has determined that there is no impairment of the Company’s goodwill.

We have three reporting segments, all of which have goodwill. During the third quarter of 2002, a portion of goodwill related to the Decora acquisition was allocated to intangible assets. The changes in the carrying value of goodwill for the nine months ended September 30, 2002 were as follows (in thousands):

	Pliant U.S.		Pliant International		Pliant Solutions		Corporate/ Other		Total
Balance as of December 31, 2001	$	176,064	$	28,361	$	—	$	—	$	204,425
Goodwill acquired		1,397		1,905		951		—		4,253
Balance as of September 30, 2002	$	177,461	$	30,266	$	951		—	$	208,678

The changes to goodwill in the nine months ended September 30, 2002 relate to the Decora acquisition, the Roll-O-Sheets acquisition and adjustments related to the Uniplast acquisition.

Following is a reconciliation of net income between the amounts reported in the three and nine months ended September 30, 2001 and the adjusted amounts reflecting these new accounting rules (in thousands):

	Three Months Ended September 30, 2001		Nine Months Ended September 30, 2001
Net income/(loss):
Reported net income/(loss)	$	6,862	$	(2,066	)
Goodwill amortization(net of income taxes)		1,113		3,720
Adjusted net income/(loss)	$	7,975	$	1,654

17

According to SFAS 142, other intangible assets will continue to be amortized over their useful lives. During the quarter ended September 30, 2002, we assigned the following values to the intangibles in our three operating segments.

	Gross Carrying Value		Accumulated Amortization
Amortized intangible assets:
Customer lists	$	14,400	$	(960	)
Other		39,353		(22,582	)
Total	$	53,753	$	(23,542	)

The amortization schedule for the next 5 years on the intangible assets included above is as follows (in thousands):

Three months ending 12/31/02	$1,182
Year ending 12/31/03	3,362
Year ending 12/31/04	2,983
Year ending 12/31/05	2,983
Year ending 12/31/06	2,753

11.    SALE AND LEASEBACK TRANSACTION

The Company entered into a sale and leaseback transaction on September 30, 2002. In connection with this transaction, we sold and leased back four production lines under an operating lease. These production lines cost $15.0 million. The sales proceeds from the sale and leaseback transaction were $15.0 million, $10.0 million of which we received in cash and $5.0 million of which was retained by the lessor as a required security deposit for payments under the operating lease agreement. Under the terms of the operating lease, approximately $2.0 million of expenditures to complete these production lines will be paid directly by the lessor. No gain or loss was recognized on this transaction. Ongoing minimum lease expenses for the next five years under this operating lease will be approximately $3.0 million per year.

12.    TRANSACTION WITH STOCKHOLDERS

On June 10, 2002, we entered into a separation agreement with Richard P. Durham, our former Chairman and Chief Executive Officer. As of the date of the separation agreement, Mr. Durham owned 28,289 shares of common stock, 12,083 performance vested shares, 2,417 time vested shares, warrants to purchase 1,250.48 shares of common stock and 1,232 shares of preferred stock of Pliant. All of Mr. Durham’s time vested shares and 2,416 of Mr. Durham’s performance vested shares had vested as of the date of the separation agreement. Pursuant to the separation agreement, Mr. Durham agreed to convert an outstanding promissory note issued as payment for a portion of his shares into two promissory notes. The first note (the “Vested Secured Note”), in the principal amount of $2,430,798, relates to Mr. Durham’s time vested shares and the vested portion of his performance vested shares. The second note (the “Non-Vested Secured Note”), in the principal amount of $4,862,099, related to the 9,667 performance vested shares which had not vested as of the date of the separation agreement. In addition to these notes, Mr. Durham had an additional outstanding promissory note (the “Additional Note”), with a principal amount of $1,637,974, relating to a portion of the shares of common stock held by Mr. Durham. In accordance with the

18

separation agreement, we repurchased and canceled Mr. Durham’s 9,667 unvested shares in exchange for cancellation of the Non-Vested Secured Note on October 3, 2002.

The separation agreement preserved a put option established by Mr. Durham’s employment agreement with respect to his shares. For purposes of this put option, the separation agreement provides that the price per share to be paid by Pliant is $483.13 with respect to common stock, $483.13 less any exercise price with respect to warrants, and the liquidation preference with respect to preferred stock. On July 9, 2002, Mr. Durham exercised his put option with respect to 28,289 shares of common stock, 1,232 shares of preferred stock and warrants to purchase 1,250.48 shares of common stock. Mr. Durham’s put option is subject to any financing or other restrictive covenants to which we are subject at the time of the proposed repurchase. Restrictive covenants under our credit facilities limit the number of shares we can currently repurchase from Mr. Durham. On October 3, 2002, as permitted by the covenants contained in our credit facilities, we purchased 8,204 shares from Mr. Durham for a purchase price of $3,963,599 less the outstanding amount of the Additional Note, which was cancelled. As of November 13, 2002, our total remaining purchase obligation to Mr. Durham was $11,533,797, excluding accrued preferred dividends. Under our amended credit facilities, we expect to purchase additional shares from Mr. Durham for approximately $1,000,000 this year, and we are limited to a maximum purchase from Mr. Durham of $5,000,000 of shares in 2003, which purchase may only be made if we meet certain leverage ratios. In connection with Mr. Durham’s resignation as Chairman and Chief Executive Officer, Jack E. Knott was appointed our Chief Executive Officer. Mr. Timothy J. Walsh, a director since May 31, 2000, and a Partner of J.P. Morgan Partners, LLC, was appointed as the non-executive Chairman of the Board of Directors. Mr. Durham continues to serve as a member of our Board of Directors as a designee of The Christena Karen H. Durham Trust, which holds 158,917 shares, or approximately 27.5%, of our outstanding common stock.

13.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The following condensed consolidating financial statements present, in separate columns, financial information for (i) Pliant (on a parent only basis), with its investment in its subsidiaries recorded under the equity method, (ii) guarantor subsidiaries (as specified in the Indenture, dated May 31, 2000 (the “2000 Indenture”)), relating to Pliant’s $220 million senior subordinated notes due 2010 (the “2000 Notes”) and the Indenture, dated April 10, 2002 (the “2002 Indenture” and, together with the 2000 Indenture, the “Indentures”), relating to Pliant’s $100 million senior subordinated notes due 2010 (the “2002 Notes” and, together with the 2000 Notes, the “Notes”) on a combined basis, with any investments in non-guarantor subsidiaries specified in the Indentures recorded under the equity method, (iii) direct and indirect non-guarantor subsidiaries on a combined basis, (iv) the eliminations necessary to arrive at the information for Pliant and its subsidiaries on a consolidated basis, and (v) Pliant on a consolidated basis, in each case as of September 30, 2002 and December 31, 2001 and for the three and nine month periods ended September 30, 2002 and 2001. The Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary and each guarantor subsidiary is wholly owned, directly or indirectly, by Pliant. There are no contractual restrictions limiting transfers of cash from guarantor and non-guarantor subsidiaries to Pliant except from our Alliant joint venture. The condensed consolidating financial statements are presented herein, rather than separate financial statements for each of the guarantor subsidiaries because management believes that separate financial statements relating to the guarantor subsidiaries are not material to investors.

19

PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2002 (IN THOUSANDS) (UNAUDITED)

	Pliant Corporation (Parent Only)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated Pliant Corporation
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—		$	—		$	320		$	—		$	320
Receivables, net		94,146			17,545			22,889			—			134,580
Inventories		69,057			14,419			11,297			—			94,773
Prepaid expenses and other		1,725			915			861			—			3,501
Income taxes receivable		—			345			577			—			922
Deferred income taxes		13,034			(780	)		(1,340	)		—			10,914
Total current assets		177,962			32,444			34,604			—			245,010
PLANT AND EQUIPMENT, net		285,843			20,981			45,389			—			352,213
GOODWILL, net		190,002			2,122			16,554			—			208,678
INTANGIBLE ASSETS, net		28,778			1,255			178			—			30,211
INVESTMENT IN SUBSIDIARIES		69,646			—			—			(69,646	)		—
OTHER ASSETS		32,675			376			3,161			—			36,212
TOTAL ASSETS	$	784,906		$	57,178		$	99,886		$	(69,646	)	$	872,324
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Current portion of long-term debt	$	4,089		$	—		$	—		$	—		$	4,089
Trade accounts payable		77,964			7,725			16,838			—			102,527
Accrued liabilities		65,363			3,201			8,652			—			77,216
Due to (from) affiliates		(17,726	)		18,949			(1,223	)		—			—
Total current liabilities		129,690			29,875			24,267			—			183,832
LONG-TERM DEBT, net of current portion		681,069			—			24,792			—			705,861
OTHER LIABILITIES		20,870			30			1,704			—			22,604
DEFERRED INCOME TAXES		23,666			3,799			2,671			—			30,136
Total liabilities		855,295			33,704			53,434			—			942,433
MINORITY INTEREST		—			—			280			—			280
REDEEMABLE STOCK:
Preferred stock		144,353			—			—			—			144,353
Common stock		16,251			—			—			—			16,251
REDEEMABLE STOCK		160,604			—			—			—			160,604
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock		103,376			14,020			29,240			(43,260	)		103,376
Warrants		38,676			—			—			—			38,676
Retained earnings (accumulated deficit)		(352,142	)		9,464			26,995			(36,459	)		(352,142	)
Stockholders’ note receivable		(649	)		—			—			—			(649	)
Accumulated other comprehensive income (loss)		(20,254	)		(10	)		(10,063	)		10,073			(20,254	)
Total stockholders’ equity (deficit)		(230,993	)		23,474			46,172			(69,646	)		(230,993	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	784,906		$	57,178		$	99,886		$	(69,646	)	$	872,324

20

PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2001(IN THOUSANDS) (UNAUDITED)

	Pliant Corporation (Parent Only)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated Pliant Corporation
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—		$	967		$	3,851		$	—		$	4,818
Receivables, net		94,163			7,321			23,952			—			125,436
Inventories		65,135			9,087			9,726			—			83,948
Prepaid expenses and other		1,856			398			772			—			3,026
Income taxes receivable		361			7			617			—			985
Deferred income taxes		4,670			(314	)		(1,793	)		—			2,563
Total current assets		166,185			17,466			37,125			—			220,776
PLANT AND EQUIPMENT, net		293,628			26,386			49,310			—			369,324
GOODWILL, net		185,807			2,122			16,496						204,425
INTANGIBLE ASSETS, net		25,139			1,506			129			—			26,774
INVESTMENT IN SUBSIDIARIES		62,837			—			—			(62,837	)		—
OTHER ASSETS		27,188			182			3,014			—			30,384
TOTAL ASSETS	$	760,784		$	47,662		$	106,074		$	(62,837	)	$	851,683
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Current portion of long-term debt	$	17,767		$	—		$	—		$	—		$	17,767
Trade accounts payable		81,099			4,678			15,731			—			101,508
Accrued liabilities		36,541			1,703			4,853			—			43,097
Due to (from) affiliates		(24,978	)		22,147			2,831			—			—
Total current liabilities		110,429			28,528			23,415			—			162,372
LONG-TERM DEBT, net of current portion		662,556			—			33,000			—			695,556
OTHER LIABILITIES		17,411			—			1,533			—			18,944
DEFERRED INCOME TAXES		22,108			1,625			2,423			—			26,156
Total liabilities		812,504			30,153			60,371			—			903,028
MINORITY INTEREST		(104	)		—			375			—			271
REDEEMABLE STOCK:
Preferred stock		126,149			—			—			—			126,149
Common stock		16,778			—			—			—			16,778
REDEEMABLE STOCK		142,927			—			—			—			142,927
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock		103,362			14,020			29,616			(43,636	)		103,362
Warrants		38,715			—			—			—			38,715
Retained earnings (accumulated deficit)		(326,356	)		3,500			21,215			(24,715	)		(326,356	)
Stockholders’ note receivable		(616	)		—			—			—			(616	)
Accumulated other comprehensive income (loss)		(9,648	)		(11	)		(5,503	)		5,514			(9,648	)
Total stockholders’ equity (deficit)		(194,543	)		17,509			45,328			(62,837	)		(194,543	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	760,784		$	47,662		$	106,074		$	(62,837	)	$	851,683

21

PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING INCOME STATEMENT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002(IN THOUSANDS) (UNAUDITED)

	Pliant Corporation (Parent Only)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated Pliant Corporation
NET SALES	$	179,182		$	25,699		$	32,713		$	(6,981	)	$	230,613
COST OF SALES		149,169			20,406			28,146			(6,981	)		190,740
GROSS PROFIT		30,013			5,293			4,567			—			39,873
OPERATING EXPENSES		24,682			2,627			3,276			—			30,585
OPERATING INCOME		5,331			2,666			1,291			—			9,288
INTEREST EXPENSE		(18,553	)		(15	)		(540	)		—			(19,108	)
EQUITY IN EARNINGS OF SUBSIDIARIES		3,194			—			—			(3,194	)		—
OTHER INCOME (EXPENSE), Net		(96	)		(12	)		486			—			378
INCOME (LOSS) BEFORE INCOME TAXES		(10,124	)		2,639			1,237			(3,194	)		(9,442	)
INCOME TAX PROVISION (BENEFIT)		(2,650	)		—			682			—			(1,968	)
NET INCOME (LOSS)	$	(7,474	)	$	2,639		$	555		$	(3,194	)	$	(7,474	)

22

PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING INCOME STATEMENT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001(IN THOUSANDS) (UNAUDITED)

	Pliant Corporation (Parent Only)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated Pliant Corporation
NET SALES	$	177,202		$	14,819		$	32,099		$	(3,770	)	$	220,350
COST OF SALES		140,467			12,481			25,363			(3,770	)		174,541
GROSS PROFIT		36,735			2,338			6,736			—			45,809
OPERATING EXPENSES		12,935			337			2,976			—			16,248
OPERATING INCOME		23,800			2,001			3,760			—			29,561
INTEREST EXPENSE		(18,203	)		(36	)		(638	)		—			(18,877	)
EQUITY IN EARNINGS OF SUBSIDIARIES		3,604			—			—			(3,604	)		—
OTHER INCOME (EXPENSE), Net		648			(49	)		283			—			882
INCOME (LOSS) BEFORE INCOME TAXES		9,849			1,916			3,405			(3,604	)		11,566
INCOME TAX PROVISION (BENEFIT)		2,987			—			1,717			—			4,704
NET INCOME (LOSS)	$	6,862		$	1,916		$	1,688		$	(3,604	)	$	6,862

23

PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING INCOME STATEMENT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002(IN THOUSANDS) (UNAUDITED)

	Pliant Corporation (Parent Only)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated Pliant Corporation
NET SALES	$	520,928		$	55,234		$	100,656		$	(18,242	)	$	658,576
COST OF SALES		422,251			44,982			82,129			(18,242	)		531,120
GROSS PROFIT		98,677			10,252			18,527			—			127,456
OPERATING EXPENSES		67,805			4,256			9,426			—			81,487
OPERATING INCOME		30,872			5,996			9,101			—			45,969
INTEREST EXPENSE		(53,361	)		(15	)		(1,677	)		—			(55,053	)
EQUITY IN EARNINGS OF SUBSIDIARIES		11,744			—			—			(11,744	)		—
OTHER INCOME, Net		(657	)		(17	)		2,031			—			1,357
INCOME (LOSS) BEFORE INCOME TAXES		(11,402	)		5,964			9,455			(11,744	)		(7,727	)
INCOME TAX PROVISION (BENEFIT)		(3,787	)		—			3,675			—			(112	)
NET INCOME (LOSS)	$	(7,615	)	$	5,964		$	5,780		$	(11,744	)	$	(7,615	)

24

PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING INCOME STATEMENT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001(IN THOUSANDS) (UNAUDITED)

	Pliant Corporation (Parent Only)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated Pliant Corporation
NET SALES	$	518,126		$	33,234		$	89,065			(13,847	)	$	626,578
COST OF SALES		415,922			28,174			70,096			(13,847	)		500,345
GROSS PROFIT		102,204			5,060			18,969			—			126,233
OPERATING EXPENSES		64,719			517			8,564			—			73,800
OPERATING INCOME (LOSS)		37,485			4,543			10,405			—			52,433
INTEREST EXPENSE		(55,892	)		(36	)		(2,374	)		—			(58,302	)
EQUITY IN EARNINGS OF SUBSIDIARIES		13,817			—			—			(13,817	)		—
OTHER INCOME (EXPENSE), Net		1,456			4,560			638			—			6,654
INCOME(LOSS) BEFORE INCOME TAXES		(3,134	)		9,067			8,669			(13,817	)		785
INCOME TAX PROVISION (BENEFIT)		(1,068	)		—			3,919			—			2,851
NET INCOME (LOSS)	$	(2,066	)	$	9,067		$	4,750		$	(13,817	)	$	(2,066	)

25

PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 (IN THOUSANDS) (UNAUDITED)

	Pliant Corporation (Parent Only)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations		Consolidated Pliant Corporation
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	22,422		$	3,686		$	11,018			—	$	37,126
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale and leaseback of assets		15,033			—			—			—		15,033
Sale of land and buildings		—			3,589			—			—		3,589
Transfers between segments		(9,116	)		9,762			(646	)		—		—
Decora acquisition		(6,209	)		(14,369	)		—			—		(20,578	)
Acquisition of Roll-O-Sheets		—			—			(1,500	)		—		(1,500	)
Capital expenditures for plant and equipment		(27,597	)		(2,589	)		(3,879	)		—		(34,065	)
Net cash (used in) provided by investing activities		(27,889	)		(3,607	)		(6,025	)		—		(37,521	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Receipt/payment of dividends		—			—			—			—		—
Net proceeds from issuance of common stock and net change in related stockholders’ notes receivables		27			—			—			—		27
Borrowings on long-term debt		4,835			—			(8,208	)		—		(3,373	)
Net cash provided by financing activities		4,862			—			(8,208	)		—		(3,346	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		605			(1,046	)		(316	)		—		(757	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		—			(967	)		(3,531	)		—		(4,498	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD		—			967			3,851			—		4,818
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$	—		$	—		$	320		$	—	$	320

26

PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (IN THOUSANDS) (UNAUDITED)

	Pliant Corporation Parent Only			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations		Consolidated Pliant Corporation
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES	$	7,239		$	6,491		$	9,641		$	—	$	23,371
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of assets		2,966			4,948			—			—		7,914
Uniplast acquisition net of cash		(31,698	)		(14,020	)		(9,813	)		—		(55,531	)
Capital expenditures for plant and equipment		(34,630	)		(3,274	)		(2,123	)		—		(40,027	)
Net cash (used in) provided by investing activities		(63,362	)		(12,346	)		(11,936	)		—		(87,644	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of capitalized fees		(1,932	)		—			—			—		(1,932	)
Receipt/payment of dividends		150			—			(150	)		—		—
Net proceeds from issuance of common stock and net change in related stockholders’ notes receivable		47,636			—			—			—		47,636
Minority interest		(18	)		—			375			—		357
Borrowing on long-term debt		14,165			1,880			(1,105	)		—		14,940
Net cash provided by/(used in) financing activities		60,001			1,880			(880	)		—		61,001
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		6			205			3,767			—		3,978
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		3,884			(3,770	)		592			—		706
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD		459			10			2,591			—		3,060
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$	4,343		$	(3,760	)	$	3,183		$	—	$	3,766

27

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this section is to discuss and analyze our consolidated financial condition, liquidity and capital resources and results of operations. This analysis should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2001 (the “2001 10-K”) and our Registration Statement on Form S-4 (file No. 333-86532), as amended. This section contains certain forward-looking statements within the meaning of federal securities laws that involve risks and uncertainties, including statements regarding our plans, objectives, goals, strategies and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under “Cautionary Statement for Forward-Looking Information” below and elsewhere in this report.

General

We generate our revenues, earnings and cash flows from the sale of film and flexible packaging products throughout the world. We manufacture these products at 26 facilities located in North America, South and Central America, Europe and Australia. Our sales have grown primarily as a result of strategic acquisitions made over the past several years, increased levels of production at acquired facilities, return on capital expenditures and the overall growth in the markets for film and flexible packaging products. In addition, as discussed below under “Recent Acquisitions,” we recently acquired a consumer products business that manufactures and sells products under the Con-Tact^® brand name.

Recent Acquisitions

On August 15, 2002, we purchased substantially all of the assets and assumed certain liabilities of the business of Roll-O-Sheets Canada Limited (“Roll-O-Sheets”) for approximately $1.5 million. The Roll-O-Sheets business consists of one plant in Barrie, Canada engaged in the conversion and sale of PVC and polyethylene film for the food industry. In addition, the business includes the distribution of purchased polyester film and polypropylene food trays and other food service products.

In May 2002, we acquired substantially all of the assets and assumed certain liabilities of Decora Industries, Inc. and its operating subsidiary, Decora Incorporated (collectively, “Decora”), a New York based manufacturer and reseller of printed, plastic films, including plastic films and other consumer products sold under the Con-Tact^® brand name. Our purchase of Decora’s assets was approved by the United States Bankruptcy Court. The purchase price was approximately $18 million. The purchase price was negotiated with the creditors committee and was paid in cash using borrowings from our existing revolving credit facility. The assets purchased consist of one plant in Fort Edward, New York, and related equipment used by Decora primarily to print, laminate and convert films into adhesive shelf liner. We have commenced the process of closing the Decora plant in Fort Edward, New York and moving the production to our facilities in Mexico and Danville, Kentucky. In addition, we have begun to realize synergies that have reduced raw material costs, freight costs and administrative expenses associated with Decora’s operations. In addition to the purchase price of $18 million, we accrued $2.7 million of liabilities related to acquisition costs and severance payments.

In July 2001, we acquired 100% of the outstanding stock of Uniplast Holdings, Inc. (“Uniplast”), a manufacturer of multi-layer packaging films, industrial films and cast-embossed films, with operations in the United States and Canada, for approximately $56.0 million in cash and equity. In connection with the acquisition of Uniplast, we announced a plan to close three of Uniplast’s six plants, move certain purchased assets to other locations and terminate certain of the sales, administration and technical

28

employees of Uniplast. All three of these plants were closed in 2001 and sold in the first six months of 2002.

We expect to continue to make acquisitions as opportunities arise within the constraints of our credit facilities, as amended. However, as discussed under “Liquidity and Capital Resources” below, we cannot make an acquisition under the terms of our amended credit facilities unless our leverage ratio will be equal to or less than 4.0 to 1.0 after the acquisition is completed.

Other Recent Developments

On June 10, 2002, we entered into a separation agreement with Richard P. Durham, our former Chairman and Chief Executive Officer. As of the date of the separation agreement, Mr. Durham owned 28,289 shares of common stock, 12,083 performance vested shares, 2,417 time vested shares, warrants to purchase 1,250.48 shares of common stock and 1,232 shares of preferred stock of Pliant. All of Mr. Durham’s time vested shares and 2,416 of Mr. Durham’s performance vested shares had vested as of the date of the separation agreement. Pursuant to the separation agreement, Mr. Durham agreed to convert an outstanding promissory note issued as payment for a portion of his shares into two promissory notes. The first note (the “Vested Secured Note”), in the principal amount of $2,430,798, relates to Mr. Durham’s time vested shares and the vested portion of his performance vested shares. The second note (the “Non-Vested Secured Note”), in the principal amount of $4,862,099, related to the 9,667 performance vested shares which had not vested as of the date of the separation agreement. In addition to these notes, Mr. Durham had an additional outstanding promissory note (the “Additional Note”), with a principal amount of $1,637,974, relating to a portion of the shares of common stock held by Mr. Durham. In accordance with the separation agreement, we repurchased and canceled Mr. Durham’s 9,667 unvested shares in exchange for cancellation of the Non-Vested Secured Note on October 3, 2002.

The separation agreement preserved a put option established by Mr. Durham’s employment agreement with respect to his shares. For purposes of this put option, the separation agreement provides that the price per share to be paid by Pliant is $483.13 with respect to common stock, $483.13 less any exercise price with respect to warrants, and the liquidation preference with respect to preferred stock. On July 9, 2002, Mr. Durham exercised his put option with respect to 28,289 shares of common stock, 1,232 shares of preferred stock and warrants to purchase 1,250.48 shares of common stock. Mr. Durham’s put option is subject to any financing or other restrictive covenants to which we are subject at the time of the proposed repurchase. Restrictive covenants under our credit facilities limit the number of shares we can currently repurchase from Mr. Durham. On October 3, 2002, as permitted by the covenants contained in our credit facilities, we purchased 8,204 shares from Mr. Durham for a purchase price of $3,963,599 less the outstanding amount of the Additional Note, which was cancelled. As of November 13, 2002, our total remaining purchase obligation to Mr. Durham was $11,533,797, excluding accrued preferred dividends. Under our amended credit facilities, we expect to purchase additional shares from Mr. Durham for approximately $1,000,000 this year, and we are limited to a maximum purchase from Mr. Durham of $5,000,000 of shares in 2003, which purchase may only be made if we meet certain leverage ratios. In connection with Mr. Durham’s resignation as Chairman and Chief Executive Officer, Jack E. Knott was appointed our Chief Executive Officer. Mr. Timothy J. Walsh, a director since May 31, 2000, and a Partner of J.P. Morgan Partners, LLC, was appointed as the non-executive Chairman of the Board of Directors. Mr. Durham continues to serve as a member of our Board of Directors as a designee of The Christena Karen H. Durham Trust, which holds 158,917 shares, or approximately 27.5%, of our outstanding common stock.

During 2001, we completed the transition of our corporate headquarters from Salt Lake City, Utah to Schaumburg, Illinois, and we made certain changes in our management. During the first quarter of 2001,

29

we incurred non-cash stock-based compensation expense of approximately $7.0 million as a result of certain modifications to our senior management employment arrangements with two executive officers.

Results of Operations

The following table sets forth net sales, operating expenses, and operating income, and such amounts as a percentage of net sales, for the three and nine months ended September 30, 2002 and 2001 (dollars in millions).

	Three Months Ended September 30								Nine Months Ended September 30
	2002				2001				2002				2001
	$		% of Sales		$		% of Sales		$		% of Sales		$		% of Sales
Net Sales	$	230.6	100.0	%	$	220.4	100.0	%	$	658.6	100.0	%	$	626.6	100.0	%
Cost of sales		190.7	82.7			174.5	79.2			531.1	80.6			500.4	79.9
Gross profit		39.9	17.3			45.9	20.8			127.5	19.4			126.2	20.1
Total operating expenses		30.6	13.3			16.3	7.4			81.5	12.4			73.8	11.8
Operating income	$	9.3	4.0	%	$	29.6	13.4	%	$	46.0	7.0	%	$	52.4	8.3	%

Three Months Ended September 30, 2002 Compared to Three Months Ended September 30, 2001

Net Sales

Net sales increased by $10.2 million, or 4.6%, to $230.6 million for the three months ended September 30 2002, from $220.4 million for the three months ended September 30, 2001. This increase was primarily due to a 3.2% increase in sales volume and a 1.4% increase in our average selling price. Excluding the effect of the Decora acquisition, sales volumes increased 1.0% and our average selling prices decreased 2.6 cents per pound, or 2.6%, during the three months ended September 30, 2002 as compared to the same period in 2001. See the discussion on average selling prices and average raw material costs under “Gross Profit” below.

Gross Profit

Gross profit decreased by $6.0 million, or 13.1%, to $39.9 million for the third quarter of 2002, from $45.9 million for the third quarter of 2001. Excluding the Decora acquisition, gross profits decreased $10.0 million, or 21.8%, for the third quarter of 2002, as compared to the same period in 2001, principally due to a compression between average selling prices and average raw material costs. The average raw material cost (excluding the effects of the Decora acquisition) in the third quarter of 2002 was 2.5 cents per pound, or 5.6%, higher than the average raw material cost for the same period in 2001. The compression between average selling prices and average raw material costs was caused by average raw material costs decreasing from the second quarter of 2001 through the first quarter of 2002, and subsequently sharply increasing in the second and third quarters of 2002. The decrease in average selling prices was a result of a change in sales mix towards lower margin products, in part resulting from the slowdown in the economy, and lagging contractual prices. The lagging contractual prices are a result of specific agreements with certain customers that in some cases delay the implementation of price increases and decreases as raw material costs change. As a result of such lag, during the third quarter of

30

2002 our average selling prices to customers under certain contracts decreased, due to the average raw material cost decreases experienced through the first quarter of 2002, while our average raw material costs increased during the third quarter of 2002.

Total Operating Expenses

Total operating expenses increased by $14.3 million, or 87.7%, to $30.6 million for the third quarter of 2002 from $16.3 million for the same period in 2001. Operating expenses for the third quarter of 2001 included a net $6.2 million credit for the reversal of plant closing costs related to our Harrington plant offset by other plant closing costs. During the third quarter of 2001 we reassessed the decision made in 2000 to close the Harrington facility. In addition, during the three months ended September 30, 2002 we incurred $5.8 million of restructuring costs related primarily to rationalizations and production relocations at several facilities and a Company-wide workforce reduction program. These rationalizations and production relocations included the relocation of production lines related to the Uniplast acquisition, the movement of production of consumer products from our Fort Edward, New York facility to our facilities in Mexico and Danville, Kentucky, closure of our facility in Merced, California, consolidation of our two plants in Mexico and movement of certain production capabilities from our facility in Toronto, Canada to our Barrie, Canada plant. See Note 3 to the condensed consolidated financial statements. Excluding the effect of these plant closing, office closing and workforce reduction costs, total operating expenses increased $2.3 million or 10.2% to $24.8 million for the quarter ended September 30, 2002 from $22.5 million for the same period last year. The primary reasons for this increase were a charge for $1.0 million related to bad debts resulting from a customer recapitalization as well as bad debts associated with additional customers that were affected by the economic downturn, increases in selling, general and administrative expenses related to the Decora acquisition of $2.6 million, and other net increases in operating expenses of $0.4 million. We continue to do business with the customer described above that was recapitalized. The increases were partially offset by a $1.7 million decrease in goodwill amortization due to the adoption of SFAS 142.

Operating Income

Operating income decreased by $20.3 million, or 68.6%, to $9.3 million for the three months ended September 30, 2002 from $29.6 million for the three months ended September 30, 2001, due to the factors discussed above.

Interest Expense

Interest expense remained relatively stable at $19.1 million for the three months ended September 30, 2002, as compared to $18.9 million for the same period in 2001. The increase in interest expense, which resulted from the issuance of an additional $100 million of subordinated debt in April 2002, was largely offset by lower interest expense on outstanding term loans, due to repayments, and lower interest rates applicable to our credit facilities due to a decrease in LIBOR.

Income Tax Expense (Benefit)

We recorded an income tax benefit of $2.0 million for the third quarter of 2002 as compared to income tax expense of $4.7 million for the same period in 2001. See Note 7 to the condensed consolidated financial statements for a discussion of the change in the effective income tax rate.

31

Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001

Net Sales

Net sales increased by $32.0 million, or 5.1%, to $658.6 million for the nine months ended September 30, 2002, from $626.6 million for the nine months ended September 30, 2001. This increase was primarily due to a 10.2% increase in sales volume, partially offset by a 4.6% decrease in average selling prices. The sales volume increased principally due to the Uniplast and Decora acquisitions. Uniplast was acquired in July 2001, and Decora was acquired in May 2002. Excluding the effect of these acquisitions, sales volumes increased 3.2% for the nine months ended September 30, 2002 compared to the same period in 2001. Our average selling price decreased 6.9 cents per pound, or 6.6%, for the nine months ended September 30, 2002 as compared to the same period in 2001 (excluding the effects of the Decora acquisition). See the discussion on average selling prices and average raw material costs under “Gross Profit” below.

Gross Profit

Gross profit increased by $1.3 million, or 1.0%, to $127.5 million for the nine months ended September 30, 2002, from $126.2 million for the nine months ended September 30, 2001. Excluding the Decora acquisition, gross profit decreased $4.6 million, or 3.6%, for the nine months ended September 30, 2002 as compared to the same period in 2001. This decrease was principally due to lower gross margins partially offset by the effect of higher sales volume discussed above. The gross margins decreased as a result of a compression between average selling prices and average raw material costs. The average raw material cost (excluding the effects of the Decora acquisition) for the nine months ended September 30, 2002 was 3.3 cents per pound, or 7.2%, lower than the average raw material cost for the same period in 2001.

Total Operating Expenses

Total operating expenses increased by $7.7 million, or 10.4%, to $81.5 million for the first nine months of 2002 from $73.8 million for the nine months ended September 30, 2001. Operating expenses for the first nine months of 2001 included certain unusual expenses, which consisted primarily of $7.0 million of stock based compensation related to administrative employees and a net $2.9 million credit to plant closing costs to reflect our decision not to close our Harrington facility as previously planned, partially offset by other plant closing costs. Operating expenses for the nine months ended September 2002 included certain unusual expenses, primarily $12.0 million of plant closing costs related to the relocation of production lines purchased as part of the Uniplast acquisition and expenses related to the movement of the production for the Decora business from Fort Edward, New York to our plants in Mexico and Danville, Kentucky. Excluding the unusual items for both years, total operating expenses decreased $0.2 million to $69.5 million for the nine months ended September 30, 2002, from $69.7 million for the same period in 2001, principally as a result of a decrease in goodwill amortization of $5.8 million due to the adoption of SFAS 142, a $3.8 million payment for consulting fees related to a company-wide supply chain initiative for the nine months ended September 30, 2001, partially offset by a $1.0 million charge for bad debt expense for the nine months ended September 30, 2002, increases in selling, general and administrative expense related to the Decora acquisition of $4.1 million, a $2.3 million increase in depreciation expense and a net increase in other operating expenses of $2.0 million.

32

Operating Income

Operating income decreased by $6.4 million, or 12.2%, to $46.0 million for the nine months ended September 30, 2002 from $52.4 million for the nine months ended September 30, 2001, due to the factors discussed above.

Interest Expense

Interest expense decreased by $3.2 million, or 5.6%, to $55.1 million for the nine months ended September 30, 2002, from $58.3 million for the nine months ended September 30, 2001. The decrease was primarily due to a decrease in LIBOR, which decreases the variable interest rate applicable to our credit facilities, and lower interest expense on outstanding term loans resulting from repayments. These reductions in interest were partially offset by an increase in interest expense due to the issuance of an additional $100 million of subordinated debt in April 2002.

Other Income (Expense)

Other income decreased $5.3 million to $1.4 million for the nine months ended September 30, 2002 from $6.7 million for the nine months ended September 30, 2001. The decrease reflects an amount of other income for the 2001 period that was primarily due to the proceeds and assets received from a settlement with a potential customer in the second quarter of 2001.

Income Tax Expense (Benefit)

Income tax benefit was $0.1 million for the nine months ended September 30, 2002 as compared to an income tax expense of $2.9 million for the same period in 2001. See Note 7 to the condensed consolidated financial statements for a discussion of the change in the effective income tax rate.

Operating Segment Review

General. Operating segments are components of our Company for which separate financial information is available that is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and in assessing performance. For more information on our operating segments see Note 9 to the condensed consolidated financial statements.

Three Months Ended September 30, 2002 Compared to Three Months Ended September 30, 2001

Pliant U.S.

Net Sales. The net sales of our Pliant U.S. segment decreased $2.8 million, or 1.4%, to $191.1 million for the three months ended September 30, 2002 from $193.9 million for the three months ended September 30, 2001. This decrease was primarily due to a 2.0% decrease in our average selling prices, partially offset by a 0.6% increase in our sales volumes. See discussion under “Segment Profit” below.

33

Segment Profit. The Pliant U.S. segment profit before restructuring costs decreased $7.2 million, or 25.2%, to $21.4 million for the three months ended September 30, 2002, as compared to $28.6 million for the three months ended September 30, 2001, primarily due to a decrease in gross margins. The gross margins were affected by higher raw material costs and lower selling prices. Our average raw material costs increased 4.7 cents per pound, or 10.5%, while our average selling prices decreased 2 cents per pound, or 2%, in each case for the three months ended September 30, 2002 as compared to the same period in 2001. This compression between average selling prices and average raw material costs was caused by average raw material costs decreasing from the second quarter of 2001 through the first quarter of 2002, and subsequently sharply increasing in the second and third quarters of 2002. The decrease in average selling prices was a result of a change in sales mix towards lower margin products, in part resulting from the slowdown in the economy, and lagging contractual prices. The lagging contractual prices are a result of specific agreements with certain customers that in some cases delay the implementation of price increases and decreases as raw material costs change. As a result of such lag, during the third quarter of 2002 our average selling prices to customers under certain contracts decreased, due to the average raw material cost decreases experienced through the first quarter of 2002, while our average raw material costs increased during the third quarter of 2002. Segment profit was also adversely affected by a $1.0 million charge related to bad debts, as discussed in “Total Operating Expenses” above.

Segment Total Assets. The Pliant U.S. segment total assets decreased $16.3 million, or 2.4%, to $677.0 million as of September 30, 2002 from $693.3 million as of September 30, 2001. The decrease was due primarily to decreases in accounts receivable and property, plant and equipment of $15.1 million and $6.2 million, respectively, partially offset by an increase in inventory levels of $6.6 million. Property plant and equipment decreased $15.0 million due to asset sales, and $19.7 million due to depreciation expense, partially offset by capital expenditures of $28.5 million.

Pliant International

Net Sales. The net sales of our Pliant International segment decreased $0.8 million, or 3.0%, to $25.7 million for the three months ended September 30, 2002, from $26.5 million for the three months ended September 30, 2001. This decrease was principally due to a 6.6% decrease in average selling prices, partially offset by an increase in sales volume of 1 million pounds, or 3.8%. Our average selling prices were adversely affected by a reduction in sales of our higher value personal care film sold to Mexico and Argentina, each of which has experienced economic turmoil.

Segment Profit. The Pliant International segment profit before restructuring costs decreased $1.6 million, or 80.0%, to $0.4 million for the three months ended September 30, 2002 from $2.0 million for the three months ended September 30, 2001. The decrease was due principally to lower gross margins. The gross margins were affected by higher raw material costs and lower selling prices. Our average raw material costs increased 1.6 cents per pound, or 3.4%, for the three months ended September 30, 2002 as compared to the same period in 2001. Our average selling prices decreased 6.6 cents per pound, or 6.6%, for the three months ended September 30, 2002 as compared to the same period in 2001, largely due to the reduction in our personal care film business noted above.

Segment Total Assets. The Pliant International segment total assets decreased $2.2 million, or 2.0%, to $107.0 million as of September 30, 2002, from $109.2 million as of September 30, 2001. This decrease was due principally to the transfer of a line from Mexico to the U.S. and the sale of idle assets. In addition, depreciation expense of $4.7 million was partially offset by capital expenditures of $3.7 million.

34

Pliant Solutions

Our Pliant Solutions segment was created in 2002 following the Decora acquisition. Therefore, a discussion of results of operations for this segment is not presented.

Unallocated Corporate Expenses

Unallocated corporate expenses increased $1.4 million, or 20.0%, to $8.4 million for the three months ended September 30, 2002 from $7.0 million for the three months ended September 30, 2001, due principally to a $2.6 million increase in selling, general and administrative expenses related to the Decora acquisition and other net increases in expenses of $0.1 million, partially offset by a decrease of $1.3 million in goodwill amortization as a result of the implementation of SFAS 142.

Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001

Pliant U.S.

Net Sales. The net sales of our Pliant U.S. segment increased $2.4 million, or 0.4%, to $556.5 million for the nine months ended September 30, 2002, from $554.1 million for the nine months ended September 30, 2001. This increase was due primarily to a 6.4% increase in sales volume, partially offset by a 5.7% decrease in our average selling prices. The increased sales volume was primarily the result of the Uniplast acquisition.

Segment Profit. The Pliant U.S. segment profit before restructuring costs decreased $6.2 million, or 7.9%, to $71.9 million for the nine months ended September 30, 2002 from $78.1 million for the nine months ended September 30, 2001. The segment profit for the nine months ended September 30, 2001 was favorably affected by the proceeds and assets received from a settlement with a potential customer in the second quarter of 2001. The segment profit before restructuring costs for the nine months ended September 30, 2002 reflects a $1.0 million charge related to bad debts, as discussed in “Total Operating Expenses” above. In addition, our average raw material costs decreased 3.2 cents per pound, or 6.6%, while average selling prices decreased 5.9 cents per pound, or 5.7%, in each case for the nine months ended September 30, 2002 as compared to the same period in 2001.

Pliant International

Net Sales. The net sales in our Pliant International segment increased $9.0 million, or 12.4%, to $81.5 million for the nine months ended September 30, 2002, from $72.5 million for the nine months ended September 30, 2001. This increase was due to a 29.3% increase in sales volumes, primarily as a result of the Uniplast acquisition, partially offset by a 13.0% decrease in average selling prices. Selling prices decreased principally due to a change in sales mix largely related to the Uniplast acquisition. In addition, selling prices were adversely affected by a reduction in sales of our higher value personal care film sold to Mexico and Argentina, each of which has experienced economic turmoil. However, we expect to recover a portion of this business with new customers.

Segment Profit. The Pliant International segment profit before restructuring costs increased $0.4 million, or 6.6%, to $6.5 million for the nine months ended September 30, 2002, as compared to $6.1 million for the nine months ended September 30, 2001. The effects of lower selling prices were partially offset by the effects of the higher sales volumes. In addition, selling and general expenses increased $0.4 million due to the Uniplast acquisition. Other income increased due to a $0.4 million refund from a

35

German tax audit and a $0.6 million reversal of rebates for the personal care business. Interest expenses were $1.0 million lower due to repayment of bank debt under our credit facilities and a reduction in interest rates.

Pliant Solutions

Our Pliant Solutions segment was created in 2002 following the Decora acquisition. Therefore, a discussion of results of operations for this segment is not presented.

Unallocated Corporate Expenses

Unallocated corporate expenses decreased $1.0 million, or 4.2%, to $22.5 million for the nine months ended September 30, 2002, as compared to $23.5 million for the nine months ended September 30, 2001. A $3.9 million decrease in goodwill amortization and decreases in other net operating costs of $1.2 million, were offset by an increase of $4.1 million in selling, general, and administrative costs related to the Decora acquisition.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $42.5 million for the nine months ended September 30, 2002, an increase of $19.1 million, or 81.7%, from the same period in 2001. This increase was due principally to changes in working capital items, partially offset by a $5.0 million security deposit under the operating lease agreement discussed in Note 11 to the condensed consolidated financial statements, and lower operating results for the nine months ended September 30, 2002, as compared to the nine months ended September 30, 2001.

Net Cash Used in Investing Activities

Net cash used in investing activities was $37.5 million for the nine months ended September 30, 2002, compared to $87.6 million for the same period in 2001. The decrease in net cash used in investing activities of $50.1 million reflects a $33.5 million decrease in the amount of cash used for acquisitions, a $5.9 million decrease in capital expenditures, an increase in cash from sale lease back arrangements of $7.1 million, and an increase in cash from proceeds from the sale of land and buildings of $3.6 million. Net cash used for acquisitions during the nine months ended 2002 consisted of $20.6 million, net of cash, for the Decora acquisition and $1.5 million for the acquisition of Roll-O-Sheets compared to $55.5 million, net of cash, for the Uniplast acquisition in the third quarter of 2001. Capital expenditures, which consisted primarily of major expansion projects in all of our product lines, were $34.1 million and $40.0 million for the nine month periods ended September 30, 2002 and 2001, respectively. Cash received in connection with sale leaseback arrangements increased to $15.0 million for the nine months ended September 30, 2002, compared to $7.9 million for the same period in 2001.

Net Cash Used in/Provided by Financing Activities

Net cash used in financing activities was $8.7 million for the nine months ended September 30, 2002, compared to net cash provided by financing activities of $61.0 million for the same period in 2001. The activity for 2002 included the effects of the issuance of $100 million aggregate principal amount of 13% Senior Subordinated Notes due 2010 (the “2002 Notes”) and repayment of term loans discussed under

36

“Liquidity” below. The activity for 2001 included the issuance of shares of our preferred and common stock in connection with the Uniplast acquisition and the net effects of borrowings and repayments under our credit facilities.

Liquidity

As of September 30, 2002, we had approximately $61.2 million of working capital. As of September 30, 2002 we had approximately $94.5 million available for borrowings under our $100.0 million revolving credit facility, with outstanding borrowings of approximately $1.6 million and approximately $3.9 million of letters of credit issued under our revolving credit facility. Our outstanding borrowings under our revolving credit facility fluctuate significantly during each quarter as a result of the timing of payments for raw materials, capital and interest, as well as the timing of customer collections. As of November 8, 2002, the debt under our credit facilities and our senior subordinated notes bore interest at a weighted average rate of 9.5% including the effect of interest rate derivative agreements.

Effective April 2, 2002, we entered into an amendment of our credit facilities to, among other things, permit the offering of the 2002 Notes. The amendment also adjusted certain financial covenants, including the leverage and interest coverage ratios and the permitted amount of capital expenditures. We incurred an amendment fee of $1.3 million in connection with the amendment. We also incurred approximately $0.5 million of legal and administrative expenses in connection with negotiating the amendment.

On April 10, 2002 we completed the private offering of the 2002 Notes. We used approximately $93.3 million of the net proceeds from the issuance of the 2002 Notes to repay indebtedness under our credit facilities, including a repayment of approximately $63.3 million on our revolving credit facility and a $30 million repayment on our term loans. As amended, our credit facilities required that we repay, on December 31, 2002, additional term loans in the amount by which $18 million exceeds the amount we invest in certain acquisitions. Due to the completion of the Decora acquisition on May 20, 2002, we are not required to repay additional term debt on December 31, 2002. In May 2002 we completed an exchange offer, pursuant to which we exchanged the 2002 Notes for notes registered under the Securities Act of 1933.

Effective September 30, 2002, our credit facilities were amended to, among other things, revise certain financial covenants. The revised financial covenants included the leverage ratio and the interest coverage ratio. In addition, this amendment revised certain other covenants and provisions in our credit facilities. These revisions include (1) a limit on capital expenditures, (2) restrictions on acquisitions unless our leverage ratio is equal to or less than 4.0 to 1.0 after the acquisition is completed, (3) additional restrictions on future investments and restricted payments, and (4) increases to our interest rate spreads. The amendment also eliminated our ability to borrow an additional $85 million for permitted acquisitions as provided by the April 2, 2002 amendment to our credit facilities discussed above.

We incurred an amendment fee of $1.2 million in connection with the amendment. We also incurred approximately $0.9 million of legal and administrative expenses in connection with negotiating the amendment.

The following table sets forth the scheduled principal payments on the credit facilities, the $220 million principal amount Senior Subordinated Notes issued in May 2000 (the “2000 Notes”), the 2002 Notes and other long-term debt.

37

Year	Principal Payment
2002	$    2,826,904
2003	7,059,043
2004	46,702,935
2005	58,121,143
2006	31,580,964
Thereafter	563,659,485

We are required to make annual mandatory prepayments of the term loans under the credit facilities within 90 days following the end of each year in an amount equal to the amount by which 100% of excess cash flow for such year (or 50% of excess cash flow if our leverage ratio at the end of such year is less than or equal to 4.0 to 1) exceeds the aggregate amount of voluntary prepayments made since the last excess cash flow payment, subject to certain adjustments. In addition, the term loan facilities are subject to mandatory prepayments in an amount equal to (a) 100% of the net cash proceeds of equity and debt issuances by us or any of our subsidiaries, and (b) 100% of the net cash proceeds of asset sales or other dispositions of property by us or any of our subsidiaries, in each case subject to certain exceptions.

The interest expense and scheduled principal payments on our borrowings affect our future liquidity requirements. We expect that cash flows from operating activities and available borrowings under our revolving credit facility of $100 million will provide sufficient cash flow to operate our business, to make expected capital expenditures and to meet foreseeable liquidity requirements. In addition, given our current sales forecast and expected price increases, we believe that we will comply with the covenants contained in our credit facilities, as amended. However, if (a) we are not able to increase prices to cover historical and future raw materials cost increases, (b) volume growth does not continue as expected, or (c) we experience any significant negative effects to our business, we may not have sufficient cash flow to operate our business, to make expected capital expenditures or to meet foreseeable liquidity requirements. In addition, if any of these events occur, and we are unable to obtain waivers or amendments to our credit facility covenants or we are unable to raise additional equity, we may not be able to comply with certain of our covenants, including the applicable debt to EBITDA (earnings before interest, taxes, depreciation and amortization and certain other adjustments as provided in our credit agreement) leverage ratio, which would cause us to be in default under our credit facilities. Any such default would have a material adverse effect on our liquidity and financial condition.

Cautionary Statement for Forward-Looking Information

Certain information set forth in this report contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends, and other information that is not historical information. When used in this report, the words “estimates,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes” and variations of such words or similar expressions are intended to identify forward-looking statements. We may also make additional forward-looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements.

All forward-looking statements, including, without limitation, management’s examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them.

38

But, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved. All forward-looking statements apply only as of the date made. We undertake no obligation to publicly update or revise forward-looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this report. These risks include, but are not limited to: general economic and business conditions, particularly an economic downturn; industry trends; increases in our leverage; interest rate increases; changes in our ownership structure; raw material costs, availability and terms, particularly resin; competition; the loss of any of our significant customers; changes in the demand for our products; new technologies; the availability and associated cost of insurance coverage; changes in distribution channels or competitive conditions in the markets or countries in which we operate; costs of integrating any recent or future acquisitions; loss of our intellectual property rights; foreign currency fluctuations and devaluations and political instability in our foreign markets; changes in our business strategy or development plans; availability, terms and deployment of capital; availability of qualified personnel; and increases in the cost of compliance with laws and regulations, including environmental laws and regulations. These risks and certain other uncertainties are discussed in more detail in the 2001 10-K and in our Registration Statement on Form S-4 (file no. 333-86532), as amended, filed with the Securities and Exchange Commission. There may be other factors, including those discussed elsewhere in this report, that may cause our actual results to differ materially from the forward-looking statements. Any forward-looking statements should be considered in light of these factors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various interest rate and resin cost risks that arise in the normal course of business. We finance our operations with borrowings comprised primarily of variable rate indebtedness. We enter into interest rate collar, cap and swap agreements to manage interest rate market risks and commodity collar agreements to manage resin market risks. Our raw material costs are comprised primarily of resin costs. Significant increases in interest rates or the cost of resins could adversely affect our operating margins, results of operations, working capital and ability to service our indebtedness. An increase of 1% in interest rates payable on our variable rate indebtedness would increase our annual interest expense by approximately $2.0 million, after accounting for the effect of our interest rate hedge agreements.

As a result of the mandatory redemption features, as of September 30, 2002, the carrying value of our outstanding preferred stock has been increased by $2.3 million to reflect the accumulated accretion towards the $131.0 million redemption value at May 31, 2011, excluding accumulated dividends. As of September 30, 2002, we have accrued dividends of approximately $43.5 million, which is included as part of the liquidation value of the preferred stock.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. This information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions

39

regarding required disclosure. Our management, including our principal executive officer and our principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures within 90 days of the filing date of this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in alerting them on a timely basis to material information required to be disclosed in our periodic filings.

Changes in Internal Controls

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in the foregoing paragraph.

PART II. OTHER INFORMATION

ITEM 5. CHANGES IN SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

On July 15, 2002, we issued 207 shares of our common stock to Mr. Edward A. Lapekas, a director of the Company. Mr. Lapekas paid $483.13 per share, for a total payment to the Company of $100,007.91. We received payment from Mr. Lapekas for those shares in June 2002, but did not issue the shares until July 15, 2002. On July 29, 2002, we issued options to purchase up to 740 shares of our common stock to four of our employees in exchange for services. We issued these options under our 2000 Stock Incentive Plan at an exercise price of $483.13 per share. One-quarter of these options will vest on each of December 31, 2002, 2003, 2004 and 2005 if the market value of our common stock reaches specified levels on or before these dates. Any options that remain unvested will vest in full on December 31, 2009 if the option holder is still our employee on this date. These options expire ten years from the date of grant. We believe that the issuance of shares of our common stock to Mr. Lapekas and the issuance of the options was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Regulation D thereunder because this issuance did not involve a public offering or sale. No underwriters, brokers or finders were involved in this transaction.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)	The following exhibits are filed with this report.
10.1	Pliant Corporation 2002 Stock Incentive Plan.
10.2	Amendment No. 4, dated as of September 30, 2002, to the Credit Agreement dated as of September 30, 1997, as amended and restated as of May 31, 2000.
99.1	Certification pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2	Certification pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

40

(b ) During the quarter ended September 30, 2002, we filed one Current Report on Form 8-K. On August 5, 2002, we filed an amendment to our report on Form 8-K dated May 28, 2002 to include financial information relating to the Decora acquisition.

41

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Pliant Corporation

/S/    BRIAN E. JOHNSON        

BRIAN E. JOHNSON

Executive Vice President and

Chief Financial Officer

(Authorized Signatory and

Principal Financial and Accounting Officer)

Date: November 14, 2002

42

CERTIFICATION

Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

I, Jack E. Knott, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Pliant Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that

43

could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/    JACK E. KNOTT        

Jack E. Knott

Chief Executive Officer

Date: November 14, 2002

44

CERTIFICATION

Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

I, Brian E. Johnson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Pliant Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

45

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/    BRIAN E. JOHNSON        

Brian E. Johnson

Chief Financial Officer

Date: November 14, 2002

46

INDEX TO EXHIBITS

Exhibits
10.1	Pliant Corporation 2002 Stock Incentive Plan.
10.2	Amendment No. 4, dated as of September 30, 2002, to the Credit Agreement dated as of September 30, 1997, as amended and restated as of May 31, 2000.
99.1	Certification pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2	Certification pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

47

EX-10.1

Exhibit 10.1

PLIANT CORPORATION

2002 STOCK INCENTIVE PLAN

1. Purpose. The purpose of this 2002 Stock Incentive Plan (the “Plan”) is to enable Pliant Corporation (the “Company”) to attract and retain the services of selected employees, officers, directors and consultants of the Company or any parent or subsidiary of the Company. For purposes of this Plan, a person is considered to be employed by or in the service of the Company if the person is employed by or in the service of any entity (the “Employer”) that is either the Company or a parent or subsidiary of the Company.

2. Shares Subject to the Plan. Subject to adjustment as provided below and in Section 9, the shares to be offered under the Plan shall consist of Common Stock of the Company, and the total number of shares of Common Stock that may be issued under the Plan shall be 4,793 shares. If an option granted under the Plan expires, terminates or is canceled, the unissued shares subject to that option shall again be available under the Plan. If shares awarded as a bonus pursuant to Section 7 or sold pursuant to Section 8 under the Plan are forfeited to or repurchased by the Company, the number of shares forfeited or repurchased shall again be available under the Plan.

3. Effective Date and Duration of Plan.

3.1    Effective Date. The Plan shall become effective as of August 28, 2002. No Incentive Stock Option (as defined in Section 5 below) granted under the Plan shall become exercisable, however, until the Plan is approved by the affirmative vote of the holders of a majority of the shares of Common Stock represented at a shareholders meeting at which a quorum is present or by means of unanimous consent resolutions, and the exercise of any Incentive Stock Options granted under the Plan before approval shall be conditioned on and subject to that approval. Subject to this limitation, options may be granted and shares may be awarded as bonuses or sold under the Plan at any time after the effective date and before termination of the Plan.

3.2    Duration. The Plan shall continue in effect until all shares available for issuance under the Plan have been issued and all restrictions on the shares have lapsed. The Board of Directors may suspend or terminate the Plan at any time except with respect to options and shares subject to restrictions then outstanding under the Plan. Termination shall not affect any outstanding options, any right of the Company to repurchase shares or the forfeitability of shares issued under the Plan.

4. Administration.

4.1    Board of Directors. The Plan shall be administered by the Board of Directors of the Company, which shall determine and designate the individuals to whom awards shall be made, the amount of the awards and the other terms and conditions of the awards. Subject to the provisions of the Plan, the Board of Directors may adopt and amend rules and regulations relating to administration of the Plan, advance the lapse of any waiting

period, accelerate any exercise date, waive or modify any restriction applicable to shares (except those restrictions imposed by law) and make all other determinations in the judgment of the Board of Directors necessary or desirable for the administration of the Plan. The interpretation and construction of the provisions of the Plan and related agreements by the Board of Directors shall be final and conclusive. The Board of Directors may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any related agreement in the manner and to the extent it deems expedient to carry the Plan into effect, and the Board of Directors shall be the sole and final judge of such expediency.

4.2    Committee. The Board of Directors may delegate to any committee of the Board of Directors (the “Committee”) any or all authority for administration of the Plan. If authority is delegated to the Committee, all references to the Board of Directors in the Plan shall mean and relate to the Committee, except (i) as otherwise provided by the Board of Directors and (ii) that only the Board of Directors may amend or terminate the Plan as provided in Sections 3 and 10.

5. Types of Awards, Eligibility, Limitations. The Board of Directors may, from time to time, take the following actions, separately or in combination, under the Plan: (i) grant Incentive Stock Options, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), as provided in Sections 6.1 and 6.2; (ii) grant options other than Incentive Stock Options (“Non-Statutory Stock Options”) as provided in Sections 6.1 and 6.3; (iii) award stock bonuses as provided in Section 7; and (iv) sell shares as provided in Section 8. Awards may be made to employees, including employees who are officers or directors, and to other individuals described in Section 1 selected by the Board of Directors; provided, however, that only employees of the Company or any parent or subsidiary of the Company (as defined in subsections 424(e) and 424(f) of the Code) are eligible to receive Incentive Stock Options under the Plan. The Board of Directors shall select the individuals to whom awards shall be made and shall specify the action taken with respect to each individual to whom an award is made. At the discretion of the Board of Directors, an individual may be given an election to surrender an award in exchange for the grant of a new award.

6. Option Grants.

6.1    General Rules Relating to Options.

6.1-1    Terms of Grant. The Board of Directors may grant options under the Plan. With respect to each option grant, the Board of Directors shall determine the number of shares subject to the option, the exercise price, the period of the option, the time or times at which the option may be exercised and whether the option is an Incentive Stock Option or a Non-Statutory Stock Option. At the time of the grant of an option or at any time thereafter, the Board of Directors may provide that an optionee who exercised an option with Common Stock of the Company shall automatically receive a new option to purchase additional shares equal to the number of shares surrendered and may specify the terms and conditions of such new options.

2

6.1-2    Exercise of Options. Except as provided in Section 6.1-4 or as determined by the Board of Directors, no option granted under the Plan may be exercised unless at the time of exercise the optionee is employed by or in the service of the Company and shall have been so employed or provided such service continuously since the date the option was granted. Except as provided in Sections 6.1-4 and 9, options granted under the Plan may be exercised from time to time over the period stated in each option in amounts and at times prescribed by the Board of Directors, provided that options may not be exercised for fractional shares. Unless otherwise determined by the Board of Directors, if an optionee does not exercise an option in any one year for the full number of shares to which the optionee is entitled in that year, the optionee’s rights shall be cumulative and the optionee may purchase those shares in any subsequent year during the term of the option.

6.1-3    Nontransferability. Each Incentive Stock Option and, unless otherwise determined by the Board of Directors, each other option granted under the Plan by its terms (i) shall be nonassignable and nontransferable by the optionee, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or country of the optionee’s domicile at the time of death, and (ii) during the optionee’s lifetime, shall be exercisable only by the optionee or, if the optionee has become disabled, the optionee’s legal representative.

6.1-4    Termination of Employment or Service.

6.1-4(a)    General Rule. Unless otherwise determined by the Board of Directors, if an optionee’s employment or service with the Company terminates for any reason other than because of total disability or death as provided in Sections 6.1-4(b) and (c), his or her option may be exercised at any time before the expiration date of the option or the expiration of 90 days after the date of termination, whichever is the shorter period, but only if and to the extent the optionee was entitled to exercise the option at the date of termination.

6.1-4(b)    Termination Because of Total Disability. Unless otherwise determined by the Board of Directors, if an optionee’s employment or service with the Company terminates because of Disability (as defined below), his or her option may be exercised at any time before the expiration date of the option or before the date 90 days after the date of termination resulting from such Disability, whichever is the shorter period, but only if and to the extent the optionee was entitled to exercise the option at the date of termination. The term “Disability” means a condition or disease of the optionee that would cause the optionee to be considered “disabled” within the meaning of the Company’s long-term disability plan as in effect from time to time, as determined by the Company’s long-term disability insurance carrier.

6.1-4(c)    Termination Because of Death. Unless otherwise determined by the Board of Directors, if an optionee dies while employed by or providing service to the Company, his or her option may be exercised at any time before the expiration date of the option or before the date 90 days after the date of death, whichever is the shorter

3

period, but only if and to the extent the optionee was entitled to exercise the option at the date of death and only by the person or persons to whom the optionee’s rights under the option shall pass by the optionee’s will or by the laws of descent and distribution of the state or county of domicile at the time of death.

6.1-4(d)    Amendment of Exercise Period Applicable to Termination. The Board of Directors may at any time extend the 90-day exercise period any length of time not longer than the original expiration date of the option. The Board of Directors may at any time increase the portion of an option that is exercisable, subject to terms and conditions determined by the Board of Directors.

6.1-4(f)    Failure to Exercise Option. To the extent that the option of any deceased optionee or any optionee whose employment or service terminates is not exercised within the applicable period, all further rights to purchase shares pursuant to the option shall cease and terminate.

6.1-4(g)    Leave of Absence. Absence on leave approved by the Employer or on account of illness or disability shall not be deemed a termination or interruption of employment or service. Unless otherwise determined by the Board of Directors, vesting of options shall continue during a medical, family or military leave of absence, whether paid or unpaid, and vesting of options shall be suspended during any other unpaid leave of absence.

6.1-5    Purchase of Shares.

6.1-5(a)    Notice of Exercise. Unless the Board of Directors determines otherwise, shares may be acquired pursuant to an option granted under the Plan only upon the Company’s receipt of written notice from the optionee of the optionee’s binding commitment to purchase shares, specifying the number of shares the optionee desires to purchase under the option and the date on which the optionee agrees to complete the transaction, and, if required to comply with the Securities Act of 1933, as amended (the “Securities Act”) containing a representation that it is the optionee’s intention to acquire the shares for investment and not with a view to distribution, and such further representations and warranties as the Company may require in order to ensure compliance with applicable federal and state securities laws.

6.1-5(b)    Payment. Unless the Board of Directors determines otherwise, on or before the date specified for completion of the purchase of shares pursuant to an option exercise, the optionee must pay the Company the full purchase price of those shares in cash or by check or, with the consent of the Board of Directors, in whole or in part, in Common Stock of the Company valued at fair market value, restricted stock or other contingent awards denominated in either stock or cash, promissory notes and other forms of consideration. Unless otherwise determined by the Board of Directors, any Common Stock provided in payment of the purchase price must have been previously acquired and held by the optionee for at least six months. The fair market value of Common Stock provided in payment

4

of the purchase price shall be the closing price of the Common Stock last reported before the time payment in Common Stock is made or, if earlier, committed to be made, if the Common Stock is publicly traded, or another value of the Common Stock as specified by the Board of Directors. No shares shall be issued until full payment for the shares has been made, including all amounts owed for tax withholding. With the consent of the Board of Directors, an optionee may request the Company to apply automatically the shares to be received upon the exercise of a portion of a stock option (even though stock certificates have not yet been issued) to satisfy the purchase price for additional portions of the option.

6.1-5(c)    Tax Withholding. Each optionee who has exercised an option shall, immediately upon notification of the amount due, if any, pay to the Company in cash or by check amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If additional withholding is or becomes required (as a result of exercise of an option or as a result of disposition of shares acquired pursuant to exercise of an option) beyond any amount deposited before delivery of the certificates, the optionee shall pay such amount, in cash or by check, to the Company on demand. If the optionee fails to pay the amount demanded, the Company or the Employer may withhold that amount from other amounts payable to the optionee, including salary, subject to applicable law. With the consent of the Board of Directors, an optionee may satisfy this obligation, in whole or in part, by instructing the Company to withhold from the shares to be issued upon exercise or by delivering to the Company other shares of Common Stock; provided, however, that the number of shares so withheld or delivered shall not exceed the minimum amount necessary to satisfy the required withholding obligation.

6.1-5(d)    Reduction of Reserved Shares. Upon the exercise of an option, the number of shares reserved for issuance under the Plan shall be reduced by the number of shares issued upon exercise of the option (less the number of any shares surrendered in payment for the exercise price or withheld to satisfy withholding requirements).

6.1-6    Limitations on Grants to Non-Exempt Employees. Unless otherwise determined by the Board of Directors, if an employee of the Company or any parent or subsidiary of the Company is a non-exempt employee subject to the overtime compensation provisions of Section 7 of the Fair Labor Standards Act (the “FLSA”), any option granted to that employee shall be subject to the following restrictions: (i) the option price shall be at least 85 percent of the fair market value, as described in Section 6.2-4, of the Common Stock subject to the option on the date it is granted; and (ii) the option shall not be exercisable until at least six months after the date it is granted; provided, however, that this six-month restriction on exercisability will cease to apply if the employee dies, becomes disabled or retires, there is a change in ownership of the Company, or in other circumstances permitted by regulation, all as prescribed in Section 7(e)(8)(B) of the FLSA.

6.2    Incentive Stock Options. Incentive Stock Options shall be subject to the following additional terms and conditions:

5

6.2-1    Limitation on Amount of Grants. If the aggregate fair market value of stock (determined as of the date the option is granted) for which Incentive Stock Options granted under this Plan (and any other stock incentive plan of the Company or its parent or subsidiary corporations, as defined in subsections 424(e) and 424(f) of the Code) are exercisable for the first time by an employee during any calendar year exceeds $100,000, the portion of the option or options not exceeding $100,000, to the extent of whole shares, will be treated as an Incentive Stock Option and the remaining portion of the option or options will be treated as a Non-Statutory Stock Option. The preceding sentence will be applied by taking options into account in the order in which they were granted. If, under the $100,000 limitation, a portion of an option is treated as an Incentive Stock Option and the remaining portion of the option is treated as a Non-Statutory Stock Option, unless the optionee designates otherwise at the time of exercise, the optionee’s exercise of all or a portion of the option will be treated as the exercise of the Incentive Stock Option portion of the option to the full extent permitted under the $100,000 limitation. If an optionee exercises an option that is treated as in part an Incentive Stock Option and in part a Non-Statutory Stock Option, the Company will designate the portion of the stock acquired pursuant to the exercise of the Incentive Stock Option portion as Incentive Stock Option stock by issuing a separate certificate for that portion of the stock and identifying the certificate as Incentive Stock Option stock in its stock records.

6.2-2    Limitations on Grants to 10 Percent Shareholders. An Incentive Stock Option may be granted under the Plan to an employee possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any parent or subsidiary (as defined in subsections 424(e) and 424(f) of the Code) only if the option price is at least 110 percent of the fair market value, as described in Section 6.2-4, of the Common Stock subject to the option on the date it is granted and the option by its terms is not exercisable after the expiration of five years from the date it is granted.

6.2-3    Duration of Options. Subject to Sections 6.1-2, 6.1-4 and 6.2-2, Incentive Stock Options granted under the Plan shall continue in effect for the period fixed by the Board of Directors, except that by its terms no Incentive Stock Option shall be exercisable after the expiration of 10 years from the date it is granted.

6.2-4    Option Price. The option price per share shall be determined by the Board of Directors at the time of grant. Except as provided in Section 6.2-2, the option price shall not be less than 100 percent of the fair market value of the Common Stock covered by the Incentive Stock Option at the date the option is granted. The fair market value shall be the closing price of the Common Stock last reported before the time the option is granted, if the stock is publicly traded, or another value of the Common Stock as specified by the Board of Directors.

6.2-5    Limitation on Time of Grant. No Incentive Stock Option shall be granted on or after the tenth anniversary of the last action by the Board of Directors adopting the Plan or approving an increase in the number of shares available for issuance under the Plan, which action was subsequently approved within 12 months by the shareholders.

6

6.2-6    Early Dispositions. If within two years after an Incentive Stock Option is granted or within 12 months after an Incentive Stock Option is exercised, the optionee sells or otherwise disposes of Common Stock acquired on exercise of the Option, the optionee shall within 30 days of the sale or disposition notify the Company in writing of (i) the date of the sale or disposition, (ii) the amount realized on the sale or disposition and (iii) the nature of the disposition (e.g., sale, gift, etc.).

6.3    Non-Statutory Stock Options. Non-Statutory Stock Options shall be subject to the following terms and conditions, in addition to those set forth in Section 6.1 above:

6.3-1    Option Price. The option price for Non-Statutory Stock Options shall be determined by the Board of Directors at the time of grant and may be any amount determined by the Board of Directors.

6.3-2    Duration of Options. Non-Statutory Stock Options granted under the Plan shall continue in effect for the period fixed by the Board of Directors.

7. Stock Bonuses. The Board of Directors may award shares under the Plan as stock bonuses. Shares awarded as a bonus shall be subject to the terms, conditions and restrictions determined by the Board of Directors. The restrictions may include restrictions concerning transferability and forfeiture of the shares awarded, together with any other restrictions determined by the Board of Directors. The Board of Directors may require the recipient to sign an agreement as a condition of the award, but may not require the recipient to pay any monetary consideration other than amounts necessary to satisfy tax withholding requirements. The agreement may contain any terms, conditions, restrictions, representations and warranties required by the Board of Directors. The certificates representing the shares awarded shall bear any legends required by the Board of Directors. The Company may require any recipient of a stock bonus to pay to the Company in cash or by check upon demand amounts necessary to satisfy any applicable federal, state or local tax withholding requirements. If the recipient fails to pay the amount demanded, the Company or the Employer may withhold that amount from other amounts payable to the recipient, including salary, subject to applicable law. With the consent of the Board of Directors, a recipient may satisfy this obligation, in whole or in part, by instructing the Company to withhold from any shares to be issued or by delivering to the Company other shares of Common Stock; provided, however, that the number of shares so withheld or delivered shall not exceed the minimum amount necessary to satisfy the required withholding obligation. Upon the issuance of a stock bonus, the number of shares reserved for issuance under the Plan shall be reduced by the number of shares issued, less the number of shares withheld or delivered to satisfy withholding obligations.

8. Stock Issuances. The Board of Directors may issue shares under the Plan for any consideration determined by the Board of Directors. Shares issued under the Plan shall be subject to the terms, conditions and restrictions, if any, determined by the Board of Directors. The restrictions, if any, may include restrictions concerning transferability, repurchase by the

7

Company and forfeiture of the shares issued, together with any other restrictions determined by the Board of Directors. All Common Stock issued pursuant to this Section 8 shall be subject to a purchase agreement, which shall be executed by the Company and the prospective purchaser of the shares before the delivery of certificates representing the shares to the purchaser. The purchase agreement may contain any terms, conditions, restrictions, representations and warranties required by the Board of Directors. The certificates representing the shares shall bear any legends required by the Board of Directors. The Company may require any purchaser of shares to pay to the Company in cash or by check upon demand amounts necessary to satisfy any applicable federal, state or local tax withholding requirements. If the purchaser fails to pay the amount demanded, the Company or the Employer may withhold that amount from other amounts payable to the purchaser, including salary, subject to applicable law. With the consent of the Board of Directors, a purchaser may satisfy this obligation, in whole or in part, by instructing the Company to withhold from any shares to be issued or by delivering to the Company other shares of Common Stock; provided, however, that the number of shares so withheld or delivered shall not exceed the minimum amount necessary to satisfy the required withholding obligation. Upon the issuance of shares pursuant to this Section 8, the number of shares reserved for issuance under the Plan shall be reduced by the number of shares issued, less the number of shares withheld or delivered to satisfy withholding obligations.

9. Changes in Capital Structure; Approved Sale.

9.1    Stock Splits, Stock Dividends. If the outstanding Common Stock of the Company is hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any stock split, combination of shares, dividend payable in shares, recapitalization or reclassification, appropriate adjustment shall be made by the Board of Directors in the number and kind of shares available for grants under the Plan and in all other share amounts set forth in the Plan. In addition, the Board of Directors shall make appropriate adjustment in the number and kind of shares as to which outstanding options, or portions thereof then unexercised, shall be exercisable, so that the optionee’s proportionate interest before and after the occurrence of the event is maintained. Notwithstanding the foregoing, the Board of Directors shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Board of Directors. Any such adjustments made by the Board of Directors shall be conclusive.

9.2    Mergers, Reorganizations, Etc. In the event of a merger, consolidation, plan of exchange, acquisition of property or stock, split-up, split-off, spin-off, reorganization or liquidation to which the Company is a party or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company (each, a “Transaction”), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating outstanding options under the Plan:

8

9.2-1    Outstanding options shall remain in effect in accordance with their terms.

9.2-2    Outstanding options shall be converted into options to purchase stock in one or more of the corporations, including the Company, that are the surviving or acquiring corporations in the Transaction. The amount, type of securities subject thereto and exercise price of the converted options shall be determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation(s) to be held by holders of shares of the Company following the Transaction. Unless otherwise determined by the Board of Directors, the converted options shall be vested only to the extent that the vesting requirements relating to options granted hereunder have been satisfied.

9.2-3    The Board of Directors shall provide a period of 30 days or less before the completion of the Transaction during which outstanding options may be exercised to the extent then exercisable, and upon the expiration of that period, all unexercised options shall immediately terminate. The Board of Directors may, in its sole discretion, accelerate the exercisability of options so that they are exercisable in full during that period.

9.3    Dissolution of the Company. In the event of the dissolution of the Company, options shall be treated in accordance with Section 9.2-3.

9.4    Rights Issued by Another Corporation. The Board of Directors may also grant options and stock bonuses and issue stock under the Plan with terms, conditions and provisions that vary from those specified in the Plan, provided that any such awards are granted in substitution for, or in connection with the assumption of, existing options, stock bonuses and restricted stock granted, awarded or issued by another corporation and assumed or otherwise agreed to be provided for by the Company pursuant to or by reason of a Transaction.

9.5    Approved Sale. In the event of an Approved Sale (as defined in the Company’s Stockholders’ Agreement dated as of May 31, 2000, among the Company and the stockholders signatory thereto, as amended, modified or supplemented from time to time (the “Stockholders’ Agreement”), each optionee holding unexercised vested options under the Plan shall comply with the provisions of Section 2.5 of the Stockholders’ Agreement as if such optionee was a “Stockholder” thereunder and as if the vested options were Stockholder Shares (as defined in the Stockholders’ Agreement).

10.    Amendment of the Plan. The Board of Directors may at any time modify or amend the Plan in any respect. Except as provided in Section 9, however, no change in an award already granted shall be made without the written consent of the holder of the award if the change would adversely affect the holder.

11.    Approvals. The Company’s obligations under the Plan are subject to the approval of state and federal authorities or agencies with jurisdiction in the matter. The Company will use its reasonable efforts to take steps required by state or federal law or

9

applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company’s shares may then be listed, in connection with the grants under the Plan. The foregoing notwithstanding, the Company shall not be obligated to issue or deliver Common Stock under the Plan if such issuance or delivery would violate state or federal securities laws.

12. Employment and Service Rights. Nothing in the Plan or any award pursuant to the Plan shall (i) confer upon any employee any right to be continued in the employment of an Employer or interfere in any way with the Employer’s right to terminate the employee’s employment at will at any time, for any reason, with or without cause, or to decrease the employee’s compensation or benefits, or (ii) confer upon any person engaged by an Employer any right to be retained or employed by the Employer or to the continuation, extension, renewal or modification of any compensation, contract or arrangement with or by the Employer.

13. Rights as a Shareholder. The recipient of any award under the Plan shall have no rights as a shareholder with respect to any shares of Common Stock until the date the recipient becomes the holder of record of those shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date occurs before the date the recipient becomes the holder of record.

14. Restrictions on Common Stock.

14.1    Stockholders’ Agreement. No Common Stock shall be issued to any person pursuant to the Plan unless and until such person has executed and delivered to the Company a Joinder Agreement (as defined in the Stockholders’ Agreement) whereupon such person shall become a party to the Stockholders’ Agreement as a Management Stockholder (as defined in the Stockholders’ Agreement).

14.2    Public Offering. If the Company at any time shall register an offering and sale of shares of Common Stock under the Securities Act in an underwritten offering pursuant to a registration statement under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), no person who has exercised vested options pursuant to the Plan shall sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any Common Stock (other than Common Stock included for sale in such registration statement) without the prior written consent of the Company for a period as shall be determined by the managing underwriters, which period cannot begin more than seven (7) days prior to the effectiveness of such registration statement and cannot last more than ninety (90) days (180 days in the case of the Company’s initial public offering) after the effective date of such registration statement.

15. Governing Law. The validity and construction of the Plan and the instruments evidencing the awards granted hereunder shall be governed by and construed in accordance with the domestic laws of the State of Utah without giving effect to any choice or conflict of

10

law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Utah.

Adopted: August 28, 2002

11

EX-10.2

Exhibit 10.2

CONFORMED COPY

AMENDMENT No. 4 dated as of September 30, 2002 (this “Amendment”), to the Credit Agreement dated as of September 30, 1997, as Amended and Restated as of May 31, 2000 (as so amended and restated and as further amended by Amendment No. 1 thereto dated September 30, 2000, Amendment No. 2 thereto dated July 10, 2001, and Amendment No. 3 thereto dated April 2, 2002, the “Credit Agreement”), among PLIANT CORPORATION (formerly known as Huntsman Packaging Corporation), a Utah corporation (the “Borrower”), ASPEN INDUSTRIAL, S.A. DE C.V., a Mexico corporation (the “Mexico Borrower”, and together with the Borrower, the “Borrowers”), the financial institutions listed on Schedule 2.01 to the Credit Agreement (the “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), as Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as Syndication Agent, and THE BANK OF NOVA SCOTIA, as Documentation Agent.

A. The Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth herein.

B. The undersigned Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein.

C. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

SECTION 1. Amendments to Section 1.01. (a) Section 1.01 of the Credit Agreement is hereby amended by deleting in their entirety the definitions of the following terms:

(i) “Additional Lender”;

(ii) “Incremental Facility Termination Date”;

(iii) “Incremental Tranche B Commitments”;

(iv) “Incremental Tranche B Commitment Termination Date”;

(v) “Incremental Tranche B Rate”;

(vi) “Incremental Tranche B Term Loans”.

(b)  The definition of “Applicable Rate” is hereby amended by replacing in its entirety the table set forth in the definition as follows:

Leverage Ratio	ABR Spread	Eurodollar Spread	Commitment Fee Rate
Category 1 Greater than or equal to 5.50 to 1.00	2.50%	3.50%	0.750%
Category 2 Less than 5.50 to 1 but greater than or equal to 5.00 to 1.00	2.50%	3.50%	0.625%
Category 3 Less than 5.00 to 1.00 but greater than or equal to 4.25 to 1.00	2.00%	3.00%	0.500%
Category 4 Less than 4.25 to 1.00	1.75%	2.75%	0.500%

(c)    The definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Permitted Acquisition” means any acquisition by the Borrower or a Restricted Subsidiary of the Borrower of all or substantially all the assets of, or all the shares of capital stock of or other equity interests in, a Person or a division, line of business or other business unit of a Person if (a) no Default has occurred and is continuing or would result therefrom, (b) all transactions related thereto are consummated in all material respects in accordance with applicable laws, (c) immediately after giving effect thereto, each Subsidiary formed for the purpose of or resulting from such acquisition shall be a Restricted Subsidiary and all the capital stock of each such Subsidiary shall be owned directly by the Borrower or a Restricted Subsidiary of the Borrower and all actions required to be taken with respect to such acquired or newly formed Subsidiary under Sections 5.12 and 5.13 have been taken, (d) the Borrower and its Restricted Subsidiaries are in compliance with the covenant contained in Section 6.13, (e) on a pro forma basis after giving effect to such acquisition, (1) the Borrower and its Restricted Subsidiaries are in compliance with the covenant contained in Section 6.15 and (2) the Leverage Ratio is less than 4.00 to 1.00, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms, and assuming that any Revolving Loans borrowed in connection with such acquisition are repaid with excess cash balances when available) had occurred on the first day of each relevant period for testing such compliance and (f) the Borrower has delivered to the Administrative Agent an officer’s certificate to the effect set forth in clauses (a), (b), (c), (d) and (e) above, together with all relevant financial information for the Person or assets to be acquired. Notwithstanding the foregoing, each of the Uniplast Acquisition, the Decora Acquisition and the Roll-O Sheets Acquisition is a Permitted Acquisition for purposes of this Agreement.

(d)    The definition of “Restricted Payment” in Section 1.01 of the Credit Agreement is hereby amended by inserting the following sentence at the end of such definition:

For the avoidance of doubt, the receipt by the Borrower of shares of its capital stock in settlement of any claim made by the Borrower pursuant to the Uniplast Purchase Agreement as in effect on June 15, 2001, shall not be a Restricted Payment.

(e)    The definition of “Tranche B Rate” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Tranche B Rate” means (a) if the Leverage Ratio is greater than or equal to 4.25 to 1.00 (i) 4.25% per annum, in the case of a Eurodollar Loan, and (ii) 3.25% per annum, in the case of an ABR Loan, or (b) if the Leverage Ratio is less than 4.25 to 1.00 (i) 4.00% per annum, in the case of a Eurodollar Loan, and (ii) 3.00% per annum, in the case of an ABR Loan.

(f)    Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order, to read as follows:

“Adjusted Leverage Ratio” means, on any date, the ratio of (a) Total Debt as of such date after giving effect to any Restricted Payments made on such date or anticipated to be made in connection with the calculation of the Adjusted Leverage Ratio on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended, all determined on a consolidated basis in accordance with GAAP.

“Roll-O Sheets Acquisition” means the acquisition by the Borrower of all or substantially all the assets of Roll-O Sheets Canada Limited on August 15, 2002, for a cash purchase price not to exceed CD$2,500,000.

SECTION 2. Amendment to Section 2.21. Section 2.21 of the Credit Agreement is hereby deleted in its entirety.

SECTION 3. Amendment to Section 5.11. Section 5.11 of the Credit Agreement is hereby amended by (i) deleting the words “(other than the Incremental Tranche B Term Loans)” after the text “proceeds of the Term Loans” in the first sentence of such section and (ii) deleting the sentence “The proceeds of the Incremental Tranche B Term Loans will be used solely for Permitted Acquisitions” after the text “pursuant to the Debt Tender Offer” in the second sentence of such section.

SECTION 4. Amendment to Section 6.05. Section 6.05(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(i)    investments in Joint Ventures and Unrestricted Subsidiaries (A) existing on November 6, 2002, and set forth in Schedule 6.05(i)(A) and (B) in an aggregate amount, on a cumulative basis subsequent to November 6, 2002, not exceeding the sum of (x) $1,500,000 and (y) if the Leverage Ratio as of the last day of the most recently ended fiscal quarter is less than 4.00 to 1.00, $3,500,000 (it being understood and agreed that no Default or Event of Default shall be deemed to have occurred solely due to an increase in the Leverage Ratio subsequent to the date of any investment made in reliance on this clause (y)), provided that (A) if an Unrestricted Subsidiary is declared to be a Restricted Subsidiary, compliance with the foregoing limitations shall thereafter be determined as though such Subsidiary had never been an Unrestricted Subsidiary, (B) for purposes of determining compliance with the foregoing limitations, any Guarantee by the Borrower or any Restricted Subsidiary of Indebtedness or other monetary obligations of a Joint Venture or Unrestricted Subsidiary shall be deemed to constitute an investment therein in an amount equal to the Indebtedness or other monetary obligations so Guaranteed and (C) commencing on November 6, 2002, prior to making any investment pursuant

to clause (y) above, the Borrower shall have delivered to the Administrative Agent an officer’s certificate certifying as to the Leverage Ratio on such date.

SECTION 5. Amendment to Section 6.09. The table set forth in Section 6.09(a) of the Credit Agreement is hereby deleted and replaced in its entirety as follows:

Year Ending December 31	Amount
2002	$	5,000,000
2003	$	5,000,000
2004 and each fiscal year thereafter	$	5,000,000

provided that (x) commencing with fiscal year 2003, the Adjusted Leverage Ratio is less than 5.00 to 1:00; and (y) commencing with fiscal year 2004, if the Adjusted Leverage Ratio is (A) less than 4.50 to 1.00, the Borrower may make Restricted Payments pursuant to this clause (iv) in an amount not to exceed $10,000,000 in any fiscal year and (B) less than 4.00 to 1.00 the Borrower may make Restricted Payments pursuant to this clause (iv) in an amount not to exceed $18,000,000 in any fiscal year (it being understood and agreed that no Default or Event of Default shall be deemed to have occurred solely due to an increase in the Adjusted Leverage Ratio subsequent to the date of any Restricted Payment made in reliance on this clause (y)), provided, further that commencing on November 6, 2002, prior to making any Restricted Payments pursuant to this clause (iv), the Borrower shall have delivered to the Administrative Agent an officer’s certificate certifying as to the Adjusted Leverage Ratio on the relevant date.

SECTION 6. Amendment to Section 6.13. Section 6.13(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(a) The Borrower will not make, and will not permit its Restricted Subsidiaries to make, Capital Expenditures other than Capital Expenditures made by the Borrower and its Restricted Subsidiaries in any fiscal year of the Borrower in an aggregate amount not exceeding (i) $30,000,000 in fiscal years 2003 and 2004 and (ii) $40,000,000 in each fiscal year thereafter (the “Permitted Amount”) plus, for each fiscal year commencing with fiscal year 2005, an amount equal to 50% of the excess, if any, of the Permitted Amount for the immediately preceding fiscal year over the aggregate amount of Capital Expenditures made in the immediately preceding fiscal year. The foregoing limitations shall not apply to (x) expenditures with proceeds resulting from sales of assets or capital stock or equity issuances or from casualty or condemnation events, in each case to the extent such expenditures are permitted under this Agreement and (y) Permitted Acquisitions.

SECTION 7. Amendment to Section 6.14. The table set forth in Section 6.14 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Period	Ratio
July 1, 2002 through September 30, 2002	5.50 to 1.00
October 1, 2002 through December 31, 2002	6.10 to 1.00
January 1, 2003 through March 31, 2003	6.10 to 1.00
April 1, 2003 through June 30, 2003	6.00 to 1.00
July 1, 2003 through September 30, 2003	5.50 to 1.00
October 1, 2003 through December 31, 2003	5.50 to 1.00
January 1, 2004 through March 31, 2004	4.75 to 1.00
April 1, 2004 through June 30, 2004	4.75 to 1.00
July 1, 2004 through September 30, 2004	4.50 to 1.00
October 1, 2004 through December 31, 2004	4.50 to 1.00
January 1, 2005 and thereafter	4.00 to 1.00

SECTION 8. Amendment to Section 6.15. The table set forth in Section 6.15 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Period	Ratio
July 1, 2002 through September 30, 2002	1.75 to 1.00
October 1, 2002 through December 31, 2002	1.60 to 1.00
January 1, 2003 through March 31, 2003	1.60 to 1.00
April 1, 2003 through June 30, 2003	1.65 to 1.00
July 1, 2003 through September 30, 2003	1.70 to 1.00
October 1, 2003 through December 31, 2003	1.75 to 1.00
January 1, 2004 through March 31, 2004	1.75 to 1.00
April 1, 2004 through June 30, 2004	1.90 to 1.00
July 1, 2004 through September 30, 2004	1.90 to 1.00
October 1, 2004 through December 31, 2004	2.00 to 1.00
January 1, 2005 and thereafter	2.25 to 1.00

SECTION 9. Representations and Warranties. Each Borrower represents and warrants to the Administrative Agent and to each of the Lenders that:

(a)    This Amendment has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of each Loan Party hereto, enforceable against such Loan Party in accordance with its terms.

(b)    After giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date.

(c)    After giving effect to this Amendment, no Event of Default or Default has occurred and is continuing.

SECTION 10. Amendment Fee. In consideration of the agreements of the Lenders contained in this Amendment, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender that delivers an executed

counterpart of this Amendment prior to 5:00 p.m., New York City time, on November 6, 2002, an amendment fee (the “Amendment Fee”) of 25 basis points on the aggregate amount of the Commitments and outstanding Loans of such Lender.

SECTION 11. Conditions to Effectiveness. This Amendment shall become effective as of September 30, 2002, when (a) the Administrative Agent shall have received (i) counterparts of this Amendment that, when taken together, bear the signatures of the Borrowers and the Required Lenders and (ii) the Amendment Fee, (b) the representations and warranties set forth in Section 9 hereof are true and correct (as set forth on an officer’s certificate delivered to the Administrative Agent) and (c) all fees and expenses required to be paid or reimbursed by the Borrowers pursuant hereto, the Credit Agreement or otherwise, including all invoiced fees and expenses of counsel to the Administrative Agent, shall have been paid or reimbursed, as applicable.

SECTION 12. Credit Agreement. Except as specifically amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement as amended hereby. This Amendment shall be a Loan Document for all purposes.

SECTION 13. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 14. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one agreement. Delivery of an executed signature page to this Amendment by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Amendment.

SECTION 15. Expenses. The Borrower agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent.

SECTION 16. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

PLIANT CORPORATION, formerly known as Huntsman Packaging Corporation,
By:	/S/    BRIAN E. JOHNSON
	Name:    Brian E. Johnson Title:    Executive V.P. and CFO

ASPEN INDUSTRIAL, S.A. DE C.V.,
By:	/S/    BRIAN E. JOHNSON
	Name:    Brian E. Johnson Title:    Executive V.P. and Treasurer

DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, individually and as Administrative Agent,
By:	/S/    MARCO ORLANDO
	Name:    Marco Orlando Title:    Director

JPMORGAN CHASE BANK, formerly known as The Chase Manhattan Bank, as Syndication Agent,
By:	/S/    PETER A. DEDOUSIS
	Name:    Peter A. Dedousis Title:    Managing Director

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	JPMORGAN CHASE BANK
	By:	/s/    PETER A. DEDOUSIS
		Name: Peter A. Dedousis
		Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	THE BANK OF NOVA SCOTIA
	By:	/S/    N. BELL
		Name: N. Bell
		Title: Senior Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	DEUTSCHE BANK TRUST COMPANY AMERICAS
	By:	/S/    M.A. ORLANDO
		Name: Marco Orlando
		Title: Director

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	CREDIT INDUSTRIEL ET COMMERCIAL
	By:	/S/    SEAN MOUNIER
		Name: Sean Mounier
		Title: First Vice President
	By:	/S/    BRIAN O’LEARY
		Name: Brian O’Leary
		Title: Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	WELLS FARGO BANK, N.A.
	By:	/S/    TYLER G. HARVEY
		Name: Tyler G. Harvey
		Title: V.P.

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	U.S. BANK NATIONAL ASSOCIATION
	By:	/S/    SCOTT J. BELL
		Name: Scott J. Bell Title: Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	THE BANK OF NEW YORK
	By:	/S/    MARK D. WRIGLEY
		Name: Mark D. Wrigley Title: Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	BANK ONE, NA
	By:	/S/    MARK F. NELSON
		Name: Mark F. Nelson Title: Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	WACHOVIA BANK, N.A.
	By:	/S/    MEG BEVERIDGE
		Name: Meg Beveridge Title: Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	NATIONAL CITY BANK
	By:	/S/    ANDREW J. PERNSTEINER
		Name: Andrew J. Pernsteiner Title: Account Officer

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	OAK HILL SECURITIES FUND, L.P.
	By:	Oak Hill Securities GenPar, L.P. its General Partner
	By:	Oak Hill Securities MGP, Inc., its General Partner
	By:	/S/    SCOTT D. KRASE
		Name: Scott D. Krase Title: Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	THE MITSUBISHI TRUST AND BANKING CORPORATION
	By:	/S/    YASUSHI ISHIKAWA
		Name:Yasushi Ishikawa Title: Senior Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	NATEXIS BANQUES POPULAIRES
	By:	/S/    FRANK H. MADDEN, JR.
		Name: Frank H. Madden, Jr. Title: Vice President & Group Manager
	By:	/S/    CHRISTIAN GIORDANO
		Name: Christian Giordano Title: Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	ERSTE BANK
	By:	/S/    BRANDON A. MEYERSON
		Name:    Brandon A. Meyerson Title:    Vice President Erste Bank New York Branch
	By:	/S/    JOHN S. RUNNION
		Name:    John S. Runnion Title:    Managing Director Erste Bank New York Branch

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	MIZUHO CORPORATE BANK, LTD.
	By:	/S/    MASAHITO FUKUDA
		Name:    Masahito Fukuda Title:    Senior Vice President & Group Head

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name Of Institution	ZIONS FIRST NATIONAL BANK
	By:	/S/    JIM C. STANCHFIELD
		Name: Jim C. Stanchfield Title: Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	OAK HILL CREDIT PARTNERS I, LIMITED,
	By:	OAK HILL CLO MANAGEMENT I, LLC,         as Investment Manager
	By:	/s/    SCOTT D. KRASE
		Name: Scott D. Krase Title: Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	FIRSTRUST BANK
	By:	/S/    BRYAN T. DENNEY
		Name: Bryan T. Denney Title: Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	WEBSTER BANK
	By:	/S/    JOHN GILSENAN
		Name: John Gilsenan Title: Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	IKB DEUTSCHE INDUSTRIEBANK AG Luxembourg Branch
	By:	/S/    STEPHEN JESSETT
		Name: Stephen Jessett Title: Director
	By:	/S/
		Name: Dr. Frank Schaum Title: Head of Structured Finance

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	AIMCO CDO SERIES 2000-A
	By:	/S/    CHRIS GOERGEn       Name:    Chris Goergen Title:    Authorized Signatory
	By:	/S/    JERRY D. ZINKULa   Name:    Jerry D. Zinkula Title:    Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	AIMCO CLO SERIES 2001-A
	By:	/s/    CHRIS GOERGEN         Chris Goergen
		Title: Authorized Signatory

By:	/S/    JERRY D. ZINKULA
	Name: Jerry D. Zinkula Title: Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	ALLSTATE LIFE INSURANCE COMPANY
	By:	/S/    CHRIS GOERGEN         Name: Chris Goergen Title: Authorized Signatory
	By:	/S/    JERRY D. ZINKULA         Name: Jerry D. Zinkula Title: Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	CENTURION CDO II, LTD.
	By:	American Express Asset Management Group Inc. as Collateral Manager
	By:	/S/    STEVEN B. STAVER          Name:    Steven B. Staver Title:    Managing Director

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	CENTURION CDO VI, LTD.,
	By:	American Express Asset Management Group Inc. as Collateral Manager
	By:	/S/    STEVEN B. STAVER
		Name:    Steven B. Staver Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	KZH CYPRESSTREE-1 LLC
	By:	/S/    JOYCE FRASER-BRYANT
		Name:    Joyce Fraser-Bryant Title:    Authorized Agent

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	KZH ING-2 LLC
	By:	/S/    JOYCE FRASER-BRYANT
		Name: Joyce Fraser-Bryant Title: Authorized Agent

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	KZH STERLING LLC
	By:	/S/    JOYCE FRASER-BRYANT
		Name: Joyce Fraser-Bryant Title: Authorized Agent

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	SEQUILS-CENTURION V. LTD.
	By:	American Express Asset Management Group Inc. as Collateral Manager
	By:	/S/    STEVEN B. STAVER
		Name: Steven B. Staver Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	SANKATY ADVISORS, LLC, as Collateral Manager for Castle Hill I—Ingots, Ltd., as Term Lender
	By:	/S/    DIANE J. EXTER
		Name: Diane J. Exter Title: Managing Director Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	SANKATY ADVISORS, LLC, as Collateral Manager for Castle Hill II—Ingots, Ltd., as Term Lender
	By:	/S/    DIANE J. EXTER
		Name: Diane J. Exter Title: Managing Director Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	SANKATY ADVISORS, LLC, as Collateral Manager for Great Point CLO 1999-1 Ltd., as Term Lender
	By:	/S/    DIANE J. EXTER
		Name: Diane J. Exter Title: Managing Director Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	HARBOUR TOWN FUNDING TRUST
	By:	/S/    ANN E. MORRIS
		Name: Ann E. Morris Title: Authorized Agent

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	HARBOUR TOWN FUNDING LLC
	By:	/S/    ANN E. MORRIS
		Name: Ann E. Morris Title: Asst. Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	SANKATY ADVISORS, LLC, as Collateral Manager for Race Point CLO, Limited, as Term Lender Company Name
	By:	/S/    DIANE J. EXTER
		Name: Diane J. Exter
		Title: Managing Director
		Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	SANKATY ADVISORS, LLC, as Collateral Manager for Brant Point II CBO 2000-1 LTD, as Term Lender
	By:	/S/    DIANE J. EXTER
		Name: Diane J. Exter
		Title: Managing Director
		Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	SANKATY HIGH YIELD PARTNERS III, L.P.
	By:	/S/    DIANE J. EXTER
		Name: Diane J. Exter
		Title: Managing Director
		Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	CARLYLE HIGH YIELD PARTNERS II, LTD.,
	By:	/s/    LINDA PACE
		Name: Linda Pace
		Title: Principal

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	CARLYLE HIGH YIELD PARTNERS IV, LTD.,
	By:	/s/    LINDA PACE
		Name: Linda Pace
		Title: Principal

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	SIERRA CLO I,
	By:	/s/    JOHN M. CASPARIAN
		Name: John M. Casparian
		Title: Chief Operating Officer
		Centre Pacific LLP (Manager)

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	WINGED FOOT FUNDING TRUST,
	By:	/s/    ANN E. MORRIS
		Name: Ann E. Morris
		Title: Authorized Agent

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	LCM I LIMITED PARTNERSHIP,
	By:	Lyon Capital Management LLC, as Attorney-in-Fact
	By:	/s/    FARBOUD TAVANGAR
		Name: Farboud Tavangar
		Title: Senior Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC.,
	As:	Attorney-in-Fact and on behalf of First Allmerica Financial Life Insurance Company as Portfolio Manager
	By:	/s/    MICHAEL ASHTON
		Name: Michael Ashton
		Title: Principal

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	CYPRESSTREE INVESTMENT PARTNERS I, LTD.
	By:	CypressTree Investment Management Company, Inc., as Portfolio Manager
	By:	/s/    MICHAEL ASHTON
		Name: Michael Ashton
		Title: Principal

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	BRYN MAWR CLO, LTD.,
	By:	Deerfield Capital Management LLC, as its
		Collateral Manager
	By:	/S/    MARK E. WITTNEBEL
		Name: Mark E. Wittnebel Title: Senior Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	ROSEMONT CLO, LTD.,
	By:	Deerfield Capital Management LLC, as its
		Collateral Manager
	By:	/S/    MARK E. WITTNEBEL
	Name: Mark E. Wittnebel Title: Senior Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	MUIRFIELD TRADING LLC,
	By:	/S/    ANN E. MORRIS
		Name: Ann E. Morris Title: Assistant Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	OLYMPIC FUNDING TRUST, SERIES 1999-1,
	By:	/S/    ANN E. MORRIS
		Name: Ann E. Morris Title: Authorized Agent

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 4, 2002

To Approve the Amendment:

Name of Institution	SEQUILS-CUMBERLAND I, LTD.,
	By:	Deerfield Capital Management LLC as its Collateral
		Manager
	By:	/S/    MARK E. WITTNEBEL
		Name: Mark E. Wittnebel Title: Senior Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	FLAGSHIP CLO II,
	By: Flagship Capital Management
	By:	/S/    MARK S. PELLETIER
		Name: Mark S. Pelletier Title: Director

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	HELLER FINANCIAL, INC.
	By:	/S/    ROBERT M. KADLICK
		Name:    Robert M. Kadlick Title:    Duly Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.,
	By:	HVB Credit Advisors LLC
	By:	/S/    THOMAS L. MOWAT
		Name:    Thomas L. Mowat Title:    Director
	By:	/S/    ELIZABETH TALLMADGE
		Name:    Elizabeth Tallmadge Title:    Managing Director Chief Investment Officer

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	SMOKY RIVER CDO, L.P.,
	By:	RBC Leveraged Capital as Portfolio Advisor
	By:	/S/    MELISSA MARANO          Name:    Melissa Marano Title:     Director

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	ARCHIMEDES FUNDING II, LTD.,
	By:	ING CAPITAL ADVISORS LLC, as Collateral Manager
	By:	/S/    GORDON COOK          Name:    Gordon Cook Title:    Senior Vice President & Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	ING-ORYX CLO, LTD.
	By:	ING CAPITAL ADVISORS LLC, as Collateral Manager
	By:	/S/    GORDON COOK          Name:    Gordon Cook Title:    Senior Vice President & Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	BALANCED HIGH-YIELD FUND I, LTD.,
	By:	ING CAPITAL ADVISORS LLC, as Asset Manager
	By:	/s/    GORDON COOK
		Name:    Gordon Cook
		Title:    Senior Vice President & Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	KATONAH I, LTD.,
	By:	/S/    RALPH DELLA ROCCA
		Name:    Ralph Della Rocca Title:    Authorized Officer Katonah Capital, L.L.C. as Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	KATONAH III, LTD.,
	By:	/S/    RALPH DELLA ROCCA
		Name: Ralph Della Rocca Title: Authorized Officer Katonah Capital, L.L.C. as Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	MAPLEWOOD (CAYMAN) LIMITED,
	By:   David L. Babson & Company Inc., under delegated         authority from Massachusetts Mutual Life Insurance         Company as Investment Manager
	By:	/S/    GLENN DUFFY
		Name: Glenn Duffy Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
	By:	David L. Babson & Company Inc.,
		as Investment Adviser
	By:	/S/    Glenn Duffy
		Name: Glenn Duffy Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	METROPOLITAN LIFE INSURANCE COMPANY,
	By:	/s/    JAMES R. DINGLER
		Name:    James R. Dingler
		Title:    Director

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	MONY CAPITAL MANAGEMENT INC.,
	By:	/s/    LEONARD MAZLISH
		Name:    Leonard Mazlish
		Title:    Senior Managing Director

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	MORGAN STANLEY PRIME INCOME TRUST,
	By:	/s/    SHEILA A. FINNERTY
		Name:    Sheila A. Finnerty
		Title:    Executive Director

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	NOMURA BOND & LOAN FUND,
	By:	UFJ TRUST COMPANY OF NEW YORK, as Trustee
	By:	NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. Attorney-in-Fact
	By:	/s/    ELIZABETH MACLEAN
		Name:    Elizabeth MacLean
		Title:    Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	CLYDESDALE CLO 2001-1, LTD.,
	By:	NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC., as Collateral Manager
	By:	/S/    ELIZABETH MACLEAN         Name: Elizabeth MacLean Title: Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	OAK HILL SECURITIES FUND II, L.P.
	By:	Oak Hill Securities GenPar II, L.P. its General Partner
	By:	Oak Hill Securities MGP II, Inc., its General Partner
	By:	/S/    SCOTT D. KRASE         Name:    Scott D. Krase Title:    Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	OCTAGON INVESTMENT PARTNERS II, LLC,
	By:	Octagon Credit Investors, LLC as sub-investment manager
	By:	/S/    MICHAEL B. NECHAMKIN
		Name: Michael B. Nechamkin
		Title: Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	OCTAGON INVESTMENT PARTNERS III, LTD.,
	By:	OCTAGON CREDIT INVESTORS, LLC, as Portfolio Manager
	By:	/S/    MICHAEL B. NECHAMKIN Name:    Michael B. Nechamkin Title:     Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	OCTAGON INVESTMENT PARTNERS IV, LTD.,
	By:	OCTAGON CREDIT INVESTORS, LLC, as Collateral Manager
	By:	/S/    MICHAEL B. NECHAMKIN         Name:     Michael B. Nechamkin Title:    Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	OCTAGON INVESTMENT PARTNERS IV, LTD.,
	By:	OCTAGON CREDIT INVESTORS, LLC, as Portfolio Manager
	By:	/S/    MICHAEL B. NECHAMKIN         Name:     Michael B. Nechamkin Title:    Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	PILGRIM CLO 1999-1 LTD.,
	By:	ING INVESTMENTS, LLC, as its Investment Manager
	By:	/S/    CHARLES E. LEMIEUX         Name:    Charles E. LeMieux, CFA Title:    Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	ML CLO XII PILGRIM AMERICA (CAYMAN) LTD,
	By:	ING INVESTMENTS, LLC, as its Investment Manager
	By:	/S/    CHARLES E. LEMIEUX         Name:    Charles E. LeMieux, CFA Title:    Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	ING PRIME RATE TRUST,
	By:	ING INVESTMENTS, LLC, as its Investment Manager
	By:	/S/    CHARLES E. LEMIEUX          Name:    Charles E. LeMieux, CFA Title:    Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	STANFIELD CLO, LTD.,
	By:	STANFIELD CAPITAL PARTNERS LLC, as its Collateral Manager
	By:	/S/    CHRISTOPHER A. BONDY          Name:    Christopher A. Bondy Title:    Partner

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	WINDSOR LOAN FUNDING, LIMITED,
	By:	STANFIELD CAPITAL PARTNERS LLC, as its Investment Manager
	By:	/S/    CHRISTOPHER A. BONDY          Name:    Christopher A. Bondy Title:    Partner

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	STANFIELD ARBITRAGE CDO, LTD.,
	By:	STANFIELD CAPITAL PARTNERS LLC, as its Collateral Manager
	By:	/S/    CHRISTOPHER A. BONDY          Name:    Christopher A. Bondy Title:    Partner

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	STANFIELD CARRERA CLO, LTD.,
	By:	STANFIELD CAPITAL PARTNERS LLC, as its Interim Asset Manager
	By:	/S/    CHRISTOPHER A. BONDY         Name:     Christopher A. Bondy Title:    Partner

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	STANFIELD QUATTRO CLO, LTD.,
	By:	STANFIELD CAPITAL PARTNERS LLC, as its Collateral Manager
	By:	/S/    CHRISTOPHER A. BONDY         Name:    Christopher A. Bondy Title:    Partner

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	HAMILTON CDO, LTD.,
	By:	STANFIELD CAPITAL PARTNERS LLC, as its Collateral Manager
	By:	/S/    CHRISTOPHER A. BONDY         Name:    Christopher A. Bondy Title:    Partner

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	SUNAMERICA SENIOR FLOATING RATE FUND INC.,
	By:	STANFIELD CAPITAL PARTNERS LLC, as Subadvisor
	By:	/S/    CHRISTOPHER A. BONDY         Name:    Christopher A. Bondy Title:    Partner

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	AURUM CLO 2002-1 LTD.,
	by:	STEIN ROE & FARNHAM INCORPORATED,
		as Investment Manager
	by:	/S/    JAMES R. FELLOWS
		Name:    James R. Fellows
		Title:    Sr. Vice President & Portfolio
		Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	LIBERTY FLOATING RATE ADVANTAGE FUND,
	By:	STEIN ROE & FARNHAM INCORPORATED, as Advisor
	By:	/S/    JAMES R. FELLOWS       Name:    James R. Fellows Title:    Sr. Vice President & Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:	GALAXY CLO 1999-1 LTD.,
Name of Institution	By:	/S/    W. JEFFREY BAXTER
		Name:    W. Jeffrey Baxter Title:    Authorized Agent

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:
Name of Institution	KZH SOLEIL LLC
	By:	/s/    Joyce Fraser-Bryant
		Name:    Joyce Fraser-Bryant Title:    Authorized Agent

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:
Name of Institution	KZH SOLEIL-2 LLC
	By:	/S/    JOYCE FRASER-BRYANT
		Name:    Joyce Fraser-Bryant Title:    Authorized Agent

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	VAN KAMPEN CLO I, LIMITED,
	By:	Van Kampen Investment Advisory Corp., as Collateral Manager
	By:	/S/    SEAN B. KELLEY         Name:    Sean B. Kelley Title:    Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	VAN KAMPEN CLO II, LIMITED,
	By:	Van Kampen Investment Advisory Corp., as Collateral Manager
	By:	/S/    SEAN B. KELLEY     Name:    Sean B. Kelley Title:    Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	VAN KAMPEN PRIME RATE INCOME TRUST,
	By:	Van Kampen Investment Advisory Corp.
	By:	/S/    CHRISTINA JAMIESON         Name:    Christina Jamieson Title:    Vice President

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	VAN KAMPEN SENIOR FLOATING RATE FUND,
	By:	Van Kampen Investment Advisory Corp.
	By:	/S/    DARVIN D. PIERCE Name:    Darvin D. Pierce Title:    Executive Director

SIGNATURE PAGE TO

AMENDMENT, DATED AS OF

NOVEMBER 6, 2002

To Approve the Amendment:

Name of Institution	VAN KAMPEN SENIOR INCOME TRUST,
	By:	Van Kampen Investment Advisory Corp.
	By:	/S/    CHRISTINA JAMIESON         Name:    Christina Jamieson Title:    Vice President

SCHEDULE 6.05(i)(A)

PLIANT CORPORATION

CREDIT AGREEMENT

Amendment No. 4

November 6, 2002

Section 6.05(i)(A) investments in Joint Ventures and Unrestricted Subsidiaries

Pliant Investment, Inc.	$	5,300,0001
Alliant Company, LLC	$	375,0002

¹Investment in Pliant Investment , Inc. by Pliant Corporation.

² Investment in Alliant Company, LLC by Pliant Investment, Inc., an Unrestricted Subsidiary.

EX-99.1

Exhibit 99.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Pliant Corporation (the “Company”) on Form 10-Q for the fiscal quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack E. Knott, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/S/    JACK E. KNOTT
	Jack E. Knott Chief Executive Officer November 14, 2002

EX-99.2

Exhibit 99.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Pliant Corporation (the “Company”) on Form 10-Q for the fiscal quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian E. Johnson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/S/    BRIAN E. JOHNSON
	Brian E. Johnson Chief Financial Officer November 14, 2002