Exhibit 4.1
13% SENIOR SUBORDINATED NOTES
2000 INDENTURE
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as
of November 4, 2005, among Pliant Corporation, a corporation incorporated under
the laws of the State of Utah (the "COMPANY"), as issuer, the Note Guarantors
listed on the signature pages hereto (the "GUARANTORS"), as guarantors, and The
Bank of New York, a banking corporation organized under the laws of the State of
New York (the "TRUSTEE"), as trustee.
W I T N E S S E T H:
WHEREAS, the Company, the Guarantors and the Trustee have heretofore
entered into an Indenture, dated as of May 31, 2000 the ("ORIGINAL INDENTURE"),
relating to the Company's outstanding 13% Senior Subordinated Notes due 2010
(the "NOTES");
WHEREAS, the Company has solicited consents from Holders of the Notes
to an amendment (the "AMENDMENT") to the Original Indenture which is set forth
in this Supplemental Indenture;
WHEREAS, the Company has received the written consent to the Amendment
from Holders of a majority in aggregate principal amount of the outstanding
Notes; and
WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto mutually covenant and agree for the equal and ratable benefit of
Holders of the Notes as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINITIONS.
The Original Indenture together with this Supplemental Indenture are
hereinafter sometimes collectively referred to as the "INDENTURE." For the
avoidance of doubt, references to any "Section" of the "Indenture" refer to such
Section of the Original Indenture as supplemented and amended by this
Supplemental Indenture. All capitalized terms which are used herein and not
otherwise defined herein are defined in the Original Indenture and are used
herein with the same meanings as in the Original Indenture. If a capitalized
term is defined in the Original Indenture and this Supplemental Indenture, the
definition in this Supplemental Indenture shall apply to the Indenture and the
Notes.
ARTICLE II
AMENDMENT
SECTION 2.01. AMENDMENT TO LIMITATION ON INDEBTEDNESS.
Clause (xii) of Section 4.03(b) of the Original Indenture is hereby
deleted in its entirety and replaced with the following:
"(xii) Indebtedness of the Company and its Restricted
Subsidiaries (in addition to Indebtedness permitted to be
Incurred pursuant to Section 4.03(a) or any other clause of this
Section 4.03(b)) in an aggregate principal amount on the date of
Incurrence that, when added to all other Indebtedness Incurred
pursuant to this clause (xii) and then outstanding, shall not
exceed $45.0 million."
ARTICLE III
MISCELLANEOUS
SECTION 3.01. EFFECTIVENESS AND OPERATION OF SUPPLEMENTAL INDENTURE.
(a) This Supplemental Indenture shall be effective upon execution
hereof by the Company, the Guarantors and the Trustee. From and after such date,
the Amendment set forth herein shall be deemed to have modified the applicable
sections, or portions thereof, or clauses of the Original Indenture.
(b) The Original Indenture shall be read together with this
Supplemental Indenture and shall have the same effect over the Notes in the same
manner as if the provisions of the Original Indenture and this Supplemental
Indenture were contained in the same instrument.
(c) In all other respects, the Original Indenture is confirmed by the
parties hereto as supplemented by the terms of this Supplemental Indenture.
(d) In the event that there is a conflict or inconsistency between the
Original Indenture and this Supplemental Indenture, the provisions of this
Supplemental Indenture shall control.
SECTION 3.02. TRUST INDENTURE ACT CONTROLS.
If any provision of this Supplemental Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Supplemental Indenture by the TIA, the required provision shall control. If any
provision of this Supplemental Indenture modifies any TIA provision that may be
so modified, such TIA provision shall be deemed to apply to this Supplemental
Indenture as so modified. If any provision of this Supplemental Indenture
excludes any TIA provision that may be so excluded, such TIA provision shall be
excluded from this Supplemental Indenture.
SECTION 3.03. GOVERNING LAW.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.
SECTION 3.04. COUNTERPARTS.
The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
SECTION 3.05. SUCCESSORS.
All agreements of the Company and the Guarantors in this Supplemental
Indenture shall bind their respective successors. All agreements of the Trustee
in this Supplemental Indenture shall bind its successors.
SECTION 3.06. SEVERABILITY.
In case any provision in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
SECTION 3.07. EFFECT OF HEADINGS.
The headings of the Articles and Sections of this Supplemental
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.
SECTION 3.08. TRUSTEE.
The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for
or in respect of the recitals contained herein, all of which recitals are made
solely by the Company and the Guarantors.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.
PLIANT CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxx
Senior Vice President and Chief
Financial Officer
GUARANTORS:
PLIANT CORPORATION INTERNATIONAL
PLIANT FILM PRODUCTS OF MEXICO, INC.
PLIANT SOLUTIONS CORPORATION
UNIPLAST HOLDINGS, INC.
UNIPLAST U.S., INC.
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxx
Executive Vice President and Chief
Financial Officer
PLIANT PACKAGING OF CANADA, LLC
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx
President
THE BANK OF NEW YORK,
AS TRUSTEE
By: /s/ Xxxxxx Xxxxxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: Assistant Vice President
