EX-10.8 7 dex108.txt AMENDMENT 2 TOREGISTRATION RIGHTS AGREEMENT Exhibit 10.8 AMENDMENT NO. 2 dated as of March 25, 2003 (this "Amendment"), to the REGISTRATION RIGHTS AGREEMENT dated as of May 31, 2000 (as amended, modified, supplemented or restated from time to time, the "Original Agreement"), among PLIANT CORPORATION, a Utah corporation (the "Company"), and certain of the stockholders of the Company signatory thereto. By executing and delivering this Amendment, the undersigned hereby agree as set forth below. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Original Agreement. Section 1. Amendments. The definition of "Warrants" in Section 1 of the Original Agreement shall be amended and restated in its entirety to read as set forth below. "Warrants" means any warrant to purchase shares of Common Stock issued pursuant to the Warrant Agreement. Section 2. No other Amendments or Waivers. Except as modified by this Amendment, the Original Agreement shall remain in full force and effect, enforceable in accordance with its terms. This Amendment is not a consent to any waiver or modification of any other terms or conditions of the Original Agreement or any of the instruments or documents referred to in the Original Agreement and shall not prejudice any right or rights which the parties thereto may now or hereafter have under or in connection with the Original Agreement or any of the instruments or documents referred to therein. Section 3. Effectiveness; Counterparts This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by the Company, Requisite Investor Stockholders, Requisite Trust Stockholders and Requisite Warrantholders (by facsimile or otherwise) to the other party, it being understood that all parties need not sign the same counterpart. Any counterpart or other signature to this Amendment that is delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery by such party of this Amendment. Section 4. Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. ******* IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 2 to the Registration Rights Agreement as of the date first above written. PLIANT CORPORATION By: /s/ Brian E. Johnson ------------------------------------- Name: Brian E. Johnson Title: Executive Vice President and Chief Executive Officer SOUTHWEST INDUSTRIAL FILMS, LLC By: J.P. Morgan Partners (BHCA), L.P. its Member By: JPMP Master Fund Manager, L.P., its General Partner By: JPMP Capital Corp., its General Partner By: /s/ Timothy Walsh ------------------------------------- Name: Title: WACHOVIA CAPITAL PARTNERS, LLC By: /s/ Robert G. Calton Name: Robert G. Calton Title: Partner WACHOVIA CAPITAL PARTNERS 2001, LLC By: /s/ Robert G. Calton ------------------------------------- Name: Robert G. Calton Title: Partner NEW YORK LIFE CAPITAL PARTNERS, L.P. By: NYLCAP Manager LLC, its Investment Manager By: _____________________________________ Name: Title: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: /s/ David A. Barras ------------------------------------- Name: David A. Barras Title: Its Authorized Representative THE CHRISTENA KAREN H. DURHAM TRUST By: /s/ Richard P. Durham ------------------------------------- Name: Richard P. Durham Title: Trustee PERRY ACQUISITION PARTNERS-3, L.P. By: Perry Investors-3, LLC, its General Partner By: Perry Capital, LLC, its Managing Member By: Perry Corp., its Managing Member By: /s/ Randall Borkenstein ------------------------------------- Name: Randall Borkenstein Title: Managing Director and Chief Financial Officer PERRY ACQUISITION PARTNERS-2, L.P. By: Perry Investors-2, LLC By: /s/ Randall Borkenstein ------------------------------------- Name: Randall Borkenstein Title: Managing Director and Chief Financial Officer DURHAM CAPITAL, LTD. By: /s/ Richard P. Durham Name: Richard P. Durham Title: General Partner SORENSEN CAPITAL, LLC By: _____________________________________ Name: Title: RONALD G. MOFFITT IRA By: _____________________________________ Name: Title: /s/ Jack E. Knott ----------------------------------------- Jack E. Knott /s/ Richard P. Durham ----------------------------------------- Richard P. Durham _________________________________________ Ronald G. Moffitt ----------------------------------------- Scott K. Sorensen /s/ Brian E. Johnson ----------------------------------------- Brian E. Johnson