Exhibit 10.45




 




FIRST AMENDMENT TO FINANCING AGREEMENT




 




This FIRST

AMENDMENT TO FINANCING AGREEMENT, dated as of April 8, 2002 (this “Amendment”),

is entered into by and among FiberMark, Inc., a Delaware corporation (“FiberMark”),

FiberMark Durable Specialties, Inc., a

Delaware corporation, FiberMark Filter and Technical Products, Inc., a Delaware

corporation, FiberMark Office Products, LLC, a Vermont limited liability

company, FiberMark DSI Inc., a New York corporation (each individually a “Borrower”

and collectively, the “Borrowers”), The CIT Group/Business

Credit, Inc., a New York corporation (in its capacity as agent for the Lenders,

the “Agent”)

and the Lenders.




 




A.            The Borrowers, FiberMark, the

Lenders and the Agent are parties to the Fourth Amended and Restated Financing

Agreement and Guaranty dated as of January 31, 2002 (the “Financing Agreement”)

pursuant to, and on the terms and conditions of, which the Lenders have agreed

to extend credit to the Borrowers.




 




B.            The Obligors have requested that the

Lenders provide support for the issuance of letters of credit for the account

of one or more Borrowers by agreeing to guaranty the Borrowers’ reimbursement

and related obligations with respect thereto. 

The Lenders, on the terms and conditions, and subject to the

limitations, set forth herein, are willing to provide such support.




 




Accordingly, the

Borrowers, the Guarantors, the Lenders and the Agent agree as follows:




 




1.                                      Defined

Terms.  All

initially-capitalized terms not otherwise defined herein have the meanings

ascribed to them in the Financing Agreement, unless the context clearly

indicates otherwise.




 




2.                                      Amendments

to Financing Agreement.




 




2.1                               Amendments to Article

I.




 




(a)           Each definition set forth below is

hereby added to Article I of the Financing Agreement in proper alphabetical

order:




 




“L/C” or “L/Cs”

means standby letters of credit issued by the L/C Issuer for the account of any

Borrower pursuant to Article IIIA, in each case as amended, supplemented or

modified from time to time.




 




“L/C Application” has

the meaning specified therefor in Section 3.01A(a).




 




“L/C Guaranty” means

one or more guaranties, in whatever form (including by becoming an account

party with respect to any L/C) by the Agent in favor of the L/C Issuer

guaranteeing the Borrower’s obligations to the L/C Issuer under a reimbursement

agreement, L/C Application or other like document in respect of any L/C.  Each L/C shall be considered “ancillary” to

the Financing Agreement and other Loan Documents.




 





























 




“L/C

Guaranty Fee” means, for any L/C, an amount, accruing

daily at a rate equal to 2.5% per annum on the stated amount of such L/C

(including, in the case of an amendment to an outstanding L/C that increases

the stated amount of such L/C, the stated amount of such L/C, as so increased),

as decreased from time to time, if applicable, by draws thereunder.  The L/C Guaranty Fee shall be calculated on

the basis of the actual number of days elapsed and a 360-day year.




 




“L/C

Issuer” means JP Morgan Chase Bank or such other

financial institution as may be acceptable to Agent in its sole and absolute

discretion.




 




“L/C

Obligations” means, at any time, the sum of (a) the L/C

Outstandings plus (b) any and all indebtedness, liabilities and obligations of

any kind (including indemnification for breakage costs, capital adequacy and

reserve requirement charges) for which the Agent may be liable to the L/C

Issuer pursuant to the L/C Guaranty.




 




“L/C

Outstandings” means, at any time and without duplication,

the sum of (a) the Reimbursement Obligations at such time, plus (b) the

aggregate maximum amount available for drawing under the L/Cs outstanding at

such time.




 




“L/C

Subfacility” means that portion of the Revolving Credit

Commitment equal to the lesser of (a) $10,000,000 and (b) the Revolving Credit

Limit.




 




“L/C

Subfacility Availability” means, at any time, the amount

equal to the then current L/C Subfacility, minus the then current L/C

Outstandings.




 




“Reimbursement

Obligations” means the obligations of the Borrowers to

reimburse the Agent and the Lenders for amounts payable by the Agent or the

Lenders under the L/C Guaranty, together with interest on any amounts paid by

the Agent or the Lenders under the L/C Guaranty as provided for in

Section 3.01A(c).




 




(b)           The following definition set forth in

Article I of the Financing Agreement is hereby amended and restated to read in

its entirety as set forth below:




 




“Obligations”

shall mean collectively the FiberMark Obligations, FiberMark Durable

Obligations, FiberMark Filter Obligations, FiberMark Office Obligations, DSI

Obligations and the L/C Obligations. 

Whenever pursuant to this Agreement or any other Loan Document a

determination is required to be made of the “outstanding Obligations”, the “L/C

Obligations” shall be included in any such determination; and the “L/C

Obligations” shall be considered Obligations that are outstanding “Obligations”

for all purposes under this Agreement.




 




2.2          Amendment

to Section 3.01 of the Financing Agreement.  Section

3.01 of the Financing Agreement is hereby amended and restated to read in its

entirety as follows:




 




Section 3.01.          Revolving Credit Loans.  Subject to the terms and conditions of this

Financing Agreement, each Lender severally agrees to make loans (together with

all “Revolving Credit Loans,” as defined in, and made pursuant to, the 




 




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September 1999 Agreement that remain outstanding as of

the Closing Date, “Revolving Credit Loans”) to each Borrower from time to time

during the period from the Closing Date to the Revolving Credit Commitment

Termination Date, provided that, subject to Section 3.03, (a) the amount

of each Revolving Credit Loan does not exceed the then effective Availability,

and (b) the aggregate principal amount of all Revolving Credit Loans outstanding

at any time plus the L/C Outstandings at such time does not exceed the lesser

of:  (i) the Revolving Credit Facility

or (ii) the then effective Borrowing Base (“Revolving Credit Limit”).  Within the limits of the Revolving Credit

Limit, each Borrower may borrow, make a payment pursuant to Section 3.10, and

reborrow under this Section 3.01.  The

Revolving Credit Loans may be outstanding as Chase Manhattan Bank Rate Loans or

Libor Loans.  Each Type of Revolving

Credit Loan of each Lender shall be made and maintained at such Lender’s

Applicable Lending Office for such Type of Loan.  Each “Revolving Credit Loan,” as defined in, and made pursuant

to, the September 1999 Agreement that remains outstanding as of the Closing

Date, shall constitute a “Revolving Credit Loan” for purposes of this Financing

Agreement (including, without limitation, for purposes of determining

Availability).




 




2.3          Article

IIIA.  Article IIIA is hereby inserted into the Financing

Agreement, immediately following Article III, to read in its entirety as

follows:




 




ARTICLE IIIA




 




LETTERS OF CREDIT




 




SECTION

3.01A                   L/C Guaranty




 




(a)           In

order to assist the Borrowers in establishing or opening L/Cs with the L/C

Issuer, each of which shall have an expiration date, inclusive of any permitted

extensions, that does not extend beyond the Revolving Credit Commitment

Termination Date in effect at the time of issuance thereof, the Borrowers have

requested that the Agent join in the applications for such L/Cs, as more

particularly set forth in Section 3.04A, and/or guaranty payment or performance

of such L/Cs and any drafts thereunder through the issuance of the L/C

Guaranty, thereby lending the Agent’s credit to that of the Borrowers, and the

Agent has agreed to do so.  These

arrangements shall be coordinated by the Agent subject to the terms and

conditions set forth below.  The Agent

shall not be required to be the issuer of any letter of credit, including,

without limitation, any L/C.  One or

more Borrowers will be the account party or account parties, as applicable, for

the L/Cs.  The applications for the L/Cs

shall be on such written form, or effected pursuant to such computer

transmission system, as may from time to time be approved by the L/C Issuer and

the Agent, and shall be duly completed in a manner reasonably acceptable to the

Agent, together with such other certificates, agreements, documents and other

papers and information as the L/C Issuer or the Agent may reasonably request

(all of the foregoing, collectively, an “L/C Application”).  In the event of any conflict between the

terms of the L/C Application




 




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and this Agreement, for purposes of this Agreement,

the terms of this Agreement shall control.




 




(b)           The

aggregate L/C Outstandings shall not exceed the lesser of (i) the then

effective Availability (determined as if the L/C Outstandings were zero); and

(ii) the then effective amount of the L/C Subfacility.  No new L/C, or increase in the amount of any

outstanding L/C, shall exceed the L/C Subfacility Availability.  The terms and conditions of all L/Cs, and

all changes or modifications thereof by the Borrower and/or the L/C Issuer,

shall in all respects be subject to the prior approval of the Agent in its

reasonable discretion, and all documentation in connection therewith shall be

in form and substance reasonably satisfactory to the Agent and the L/C Issuer.




 




(c)           Each

Borrower for whose account an L/C is issued shall, jointly and severally with

each other Borrower for whose account such L/C is issued, reimburse to the

Agent upon demand, for itself and for any affected Lender(s), any and all

amounts paid by the Agent or any Lender under the L/C Guaranty in respect of

such L/C, together with interest thereon at the Default Rate of Interest.  Without limiting the foregoing:  any amount paid by the Agent or the Lenders

under the L/C Guaranty, without notice or action of any party, shall, to the

extent of Availability (determined after giving effect to the repayment of the

Reimbursement Obligations to be repaid with the proceeds thereof) be deemed for

all purposes hereunder a Revolving Credit Loan made by the Lenders to the

relevant Borrower(s) (divided equally among such Borrowers), funded by the

Agent on behalf of the Lenders (subject to Section 3.03A of this Agreement) on

the date such amount is paid.  Each of

the Lenders and the Obligors agrees that the Agent shall have the right to pay

any and all amounts due under the L/C Guaranty, and that such amounts shall be

deemed Revolving Credit Loans to the extent provided in the preceding sentence,

regardless of whether any Event of Default or Default shall have occurred and

be continuing or whether any of the conditions precedent set forth in Section

2.02 have been satisfied.  Any Revolving

Credit Loans made pursuant to this Section shall constitute Chase Manhattan

Bank Rate Loans.  Each such Revolving

Credit Loan shall otherwise be on the same terms and conditions as any other

Revolving Credit Loan made pursuant to the terms of this Financing Agreement

and the other Loan Documents, including without limitation, the payment of

principal and interest by the affected Borrower(s) and the ability to elect to

change the Type of such Revolving Credit Loan.




 




(d)           Each

Borrower for whose account an L/C is issued shall unconditionally, jointly and

severally with each other Borrower for whose account such L/C was issued,

indemnify the Agent and each Lender against, and hold the Agent and each Lender

harmless from, any and all liabilities, obligations, losses, damages, penalties,

actions, judgments, suits, costs, expenses or disbursements of any kind

whatsoever that may at any time be imposed on, incurred by or asserted against

the Agent or any Lender arising from any transactions or occurrences relating

to such L/C, any drafts or acceptances thereunder, and all of the L/C

Obligations in respect thereof, including any liabilities, obligations, losses,

damages, penalties, actions, judgments, suits, costs, expenses or disbursements

due to any action taken by the L/C Issuer, other than for any such liabilities,

obligations, losses, damages,




 




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penalties, actions, judgments, suits, costs, expenses

or disbursements due to any action taken by the L/C Issuer, other than for any

such liabilities, obligations, losses, damages, penalties, actions, judgments,

suits, costs, expenses or disbursements arising out of the gross negligence or

willful misconduct of the Agent or any Lender, as determined by a final

judgment of a court of competent jurisdiction. 

Each such Borrower further agrees, jointly and severally, to hold the

Agent and each Lender harmless from any errors or omissions, negligence or

misconduct by the L/C Issuer with respect to such L/C.  The Borrowers’ unconditional obligations to

the Agent and each Lender with respect to L/Cs hereunder shall not be modified

or diminished for any reason or in any manner whatsoever, other than as a

result of the Agent’s or such Lender’s gross negligence or willful misconduct

as determined by a final judgment of a court of competent jurisdiction.  The agreements in this paragraph shall

survive the payment of the Obligations.




 




(e)           Upon

any payments made to the L/C Issuer under the L/C Guaranty, the Agent or the

Lenders, as the case may be, shall, without prejudice to their rights under

this Agreement (including that such unreimbursed amounts shall constitute

Revolving Credit Loans hereunder), acquire by subrogation any rights or

remedies granted to any one or more of the Borrowers in any application for the

relevant L/C, any standing agreement relating such L/C or otherwise, all of

which shall be deemed to have been granted to the Agent and the Lenders and

apply in all respects to the Agent and the Lenders and shall be in addition to

any rights, remedies, duties or obligations contained herein.




 




SECTION

3.02A   Cash Collateral Account




 




(a)           All

amounts required to be deposited as cash collateral with Agent pursuant to

Section 3.10 or Section 12.04 shall be deposited in a cash collateral account

(such account, and any replacement or supplemental account into which any such

cash collateral may at any time be deposited, collectively, the “Cash

Collateral Account”) established by one or more Borrowers with the Agent (or

established by the Agent with a financial institution selected by the Agent in

its sole discretion) and under the dominion and control of the Agent, to be

held or applied, or released for application, as provided in this Section

3.02A.  Each Obligor hereby grants to

the Agent, for the benefit of the Agent and the Lenders, as security for the

payment and performance of the Obligations, a security interest in and lien on

(i) the Cash Collateral Account, (ii) all amounts now or at any time on deposit

therein, (iii) all investment property or other financial assets from time to

time credited thereto, and (iv) all proceeds of any of the foregoing, in

whatever form.  Upon the termination of

all Lender Loan Commitments, the termination, expiration, drawing in full or cancellation

of all outstanding L/Cs and payment in full of all L/C Obligations and other

Obligations (if any), Agent (and the Lenders, if required under applicable law)

shall take, at Borrowers’ expense (such liability to be joint and several

obligations of the Borrowers), such actions as any Borrower may reasonably

request to effect the release of the security interest and lien granted

pursuant to this paragraph (a).




 




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(b)           If

and when any portion of the L/C Obligations on which a deposit of cash collateral

was based (the “Relevant Contingent Exposure”) shall become fixed (a “Direct

Exposure”) as a result of a payment by the Agent or any Lender pursuant to the

L/C Guaranty, the amount of such Direct Exposure (but not more than the amount

in the Cash Collateral Account at the time) shall be withdrawn by Agent from

the Cash Collateral Account and shall be paid to the Agent and/or the affected

Lender(s) and shall be applied against such Direct Exposure, and the Relevant

Contingent Exposure shall thereupon be reduced by such amount.  If at any time the amount in the Cash

Collateral Account exceeds 105% of the Relevant Contingent Exposure, the excess

amount shall, so long as no Default or Event of Default shall have occurred and

be continuing, be withdrawn by the Agent and paid to the Borrower(s) for whose

account the relevant L/C was issued.  If

a Default or an Event of Default shall have occurred and be continuing, such

excess amount shall be retained in the Cash Collateral Account and, if and when

requested by the Required Lenders during the continuance of an Event of

Default, shall be withdrawn by the Agent and applied to repay any due and

unpaid Obligations.  Any amount

remaining in the Cash Collateral Account after payment and performance of all

Obligations in full shall be paid to the applicable Borrower(s).  If, at any time when any amount is required

to be on deposit in the Cash Collateral Account, the amount in the Cash

Collateral Account is less than the Relevant Contingent Exposure, the Borrowers

shall promptly deposit in the Cash Collateral Account additional cash

collateral in the amount of such shortfall (such obligation shall be a joint

and several obligation of the Borrowers).




 




(c)           Notwithstanding

the foregoing, in the case of cash collateral held by the Agent pursuant to the

last paragraph of Section 3.10, such cash collateral shall be released to the

applicable Borrower(s) at such time as (i) the L/C Outstandings no longer

exceed the Borrowing Base and (ii) there exists no Default or Event of Default.




 




(d)           Interest

and other payments and distributions made on or with respect to the cash

collateral held by the Agent shall be for the account of the Borrowers

depositing same and shall constitute cash collateral to be held by the Agent or

returned to the Borrowers in accordance with paragraph (b) of this Section

3.02A; provided that the Agent shall have no obligation to invest any

cash collateral on behalf of any Borrower or any other Person.  Beyond the exercise of reasonable care in

the custody thereof, the Agent shall have no duty as to any cash collateral in

its possession or control or in the possession or control of any agent or

bailee or any income thereon or as to the preservation of rights against prior

parties or any other rights pertaining thereto.  The Agent shall be deemed to have exercised reasonable care in

the custody and preservation of the cash collateral in its possession if the

cash collateral is accorded treatment substantially equal to that which it

accords its own property, and shall not be liable or responsible for any loss

or damage to any of the cash collateral, or for any diminution in the value

thereof, by reason of the act or omission of any agent or bailee selected by

the Agent in good faith.  All expenses

and liabilities incurred by the Agent in connection with taking, holding and

disposing of any cash collateral (including customary custody and similar fees

with




 




6





























 




respect to any cash collateral held directly by the

Agent) shall be paid by the Borrowers from time to time upon demand.  Upon an Event of Default, the Agent shall be

entitled to apply (and, at the request of the Required Lenders, but subject to

applicable law, shall apply) cash collateral or the proceeds thereof to payment

of any such expenses, liabilities and fees.




 




SECTION

3.03A                   Participations




 




(a)           Purchase

of Participations.  Immediately upon

issuance by the L/C Issuer of any L/C, each Lender shall be deemed to have

irrevocably and unconditionally purchased and received from the Agent, without

recourse or warranty, an undivided interest and participation, to the extent of

such Lender’s Pro Rata Share, in all obligations of the Agent under the L/C

Guaranty.




 




(b)           Obligations

Irrevocable.  The obligations of a Lender

to make payments to the Agent for the account of the Agent, any other Lender or

the L/C Issuer with respect to the L/C Guaranty shall be irrevocable, without

any qualification or exception whatsoever, and shall be made upon demand and

otherwise in accordance with the terms and conditions of this Agreement under

all circumstances, including, without limitation, any of the following

circumstances:




 




(i)             any lack of validity or

enforceability of this Agreement or any of the other Loan Documents;




 




(ii)            the existence of any claim, setoff,

defense or other right that the Borrowers, or any of them, may have at any time

against a beneficiary named in such L/C or any transferee of such L/C (or any

Person for whom any such transferee may be acting), the Agent, any Lender, or

any other Person, whether in connection with this Agreement, such L/C, the

transactions contemplated herein or any unrelated transactions (including any

underlying transaction between any Borrower or any other party and the

beneficiary named in such L/C);




 




(iii)           any draft, certificate or any other

document presented under such L/C proving to be forged, fraudulent, invalid or

insufficient in any respect or any statement therein being untrue or inaccurate

in any respect;




 




(iv)          the surrender, release or impairment

of any security for the performance or observance of any of the terms of any of

the Loan Documents, or the failure to perfect any such security interest;




 




(v)           any failure by the Agent to provide

any notices required pursuant to this Agreement relating to such L/C;




 




(vi)          any payment by the L/C Issuer under

such L/C against presentation of a draft or certificate that does not comply

with the terms of such L/C; and




 




(vii)         the occurrence of any Default or Event

of Default.




 




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SECTION

3.04A                   Letters of

Credit.




 




(a)           Request

for Issuance.  Any Borrower may,

upon notice not later than 12:00 noon, New York City time, at least three (3)

Business Days (or such earlier time as may be required by the L/C Issuer) in

advance of the date on which an L/C is to be issued by the L/C Issuer, request

that the Agent assist the Borrower in establishing or opening such L/C by

delivering to the Agent, with a copy to the L/C Issuer, an L/C Application,

together with any necessary related documents. 

The Agent shall not provide support for an L/C, pursuant to the L/C

Guaranty, unless and until the following conditions precedent are satisfied as

of the date on which such L/C is to be issued:




 




(i)             all of the conditions precedent set

forth in Section 2.02 (as if the incurring by the Agent of its obligations

under the L/C Guaranty with respect to such L/C were the making of a Revolving

Credit Loan);




 




(ii)            neither any order, judgment or

decree of any governmental authority or arbitrator shall have been issued that

purports by its terms to enjoin or restrain the Agent or the Lenders from

supporting such L/C, nor any requirement of law applicable to the Agent or the

Lenders or any request or directive (whether or not having the force of law)

from any governmental authority with jurisdiction over the Agent or the Lenders

shall prohibit or request that the Agent or the Lenders refrain from supporting

the L/C; and




 




(iii)           the L/C Issuer shall have issued the

L/C (which issuance may be contemporaneous with the Agent’s provision of

support therefor).




 




(b)           L/C

Issuer Charges; L/C Guaranty Fee. 

The Borrower shall pay directly to the L/C Issuer any and all fees,

costs or charges assessed by the L/C Issuer in connection with the issuance, administration,

amendment, payment or cancellation of the L/Cs.  The Borrowers shall pay to the Agent, for the ratable account of

the Lenders, the L/C Guaranty Fee in accordance with Section 6.03(a).




 




2.4          Section

3.10 of the Financing Agreement.  Section 3.10 of the Financing

Agreement is hereby amended and restated to read in its entirety as follows:




 




Section 3.10.          Prepayments.  Subject to the limitation noted below, any

Borrower may prepay its Revolving Credit Loans upon at least one (1) Business

Day’s notice to Agent in the case of Chase Manhattan Bank Rate Loans, and at

least three (3) Business Day’s notice to Agent in the case of Libor Rate Loans,

in whole or in part with accrued interest to the date of such prepayment on the

amount prepaid, provided that (a) each partial prepayment shall be in the case

of a Libor Rate Loan, in a principal amount of not less than One Million

Dollars ($1,000,000) and integral multiples of One Hundred Thousand Dollars

($100,000); and (b) Libor Rate Loans prepaid on any Business Day other than the

last day of the Libor Rate Period applicable for such Loan shall require such

Borrower to pay the Libor Rate Prepayment Premiums.




 




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In the event that the Borrowers shall cause the Revolving

Credit Facility to be cancelled effective as of any date prior to the

then-current Revolving Credit Commitment Termination Date and FiberMark or any

Borrower shall obtain an alternative commitment from another lender for

financing, all Borrowers shall prepay all Revolving Credit Loans in whole with

accrued interest to the date of such cancellation and shall provide either (a)

cash collateral in an amount equal to 105% of the aggregate amount remaining

available to be drawn under all L/Cs or (b) an indemnification, in form and

substance reasonably satisfactory to the Agent, from a commercial bank or other

financial institution acceptable to the Agent for the L/C Obligations with

respect to the L/Cs.  In addition,

unless such cancellation is in connection with (i) an offering of senior notes

registered under the Securities Exchange Act of 1934, as amended, or (ii) an

Asset Acquisition (as defined in either Indenture), the Borrowers shall pay to

the Agent, for the ratable account of each Lender, a fee (“Prepayment Fee”) in

the amount of 1% of the Revolving Credit Facility.




 




To the extent that, at any time, the sum of the

outstanding principal amount of all the Revolving Credit Loans plus the L/C

Outstandings taken together exceeds the Borrowing Base, the Borrowers shall pay

all outstanding Reimbursement Obligations, and prepay the Revolving Credit

Loans, in an amount equal the amount of such excess.  To the extent that, following such payments and prepayments, the

L/C Outstandings exceed the Borrowing Base, the Borrowers shall provide cash

collateral to the Agent in an amount equal to 105% of such excess, to be held

in accordance with Section 3.02A.




 




2.5          Section

6.03 of the Financing Agreement.  Section 6.03 of the Financing

Agreement is hereby amended by inserting the following paragraph immediately

prior to the last paragraph thereof:




 




The Borrower(s) for whose account an L/C is issued

shall pay to the Agent, for the ratable account of the Lenders in accordance

with the Lenders’ Pro Rata Shares, the L/C Guaranty Fee accrued during each

quarter, in arrears, on each Quarterly Payment Date.




 




2.6          Section

12.04 of the Financing Agreement.  Section 12.04 is hereby inserted into the Financing

Agreement to read in its entirety as follows:




 




Section 12.04         Cash

Collateral.  If any Event of Default

shall occur and all Obligations shall have become, or been declared,

immediately due and payable, then, without any request or the taking of any

other action by Agent or any Lender, the Borrowers shall forthwith pay to Agent

an amount in immediately available funds equal to the then aggregate amount of

105% of the amount remaining available to be drawn under all outstanding L/Cs

(regardless of whether any amounts are then due under the L/C Guaranty), to be

held by Agent as cash collateral as provided in Section 3.02A.




 




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2.7          Exhibit

B to Financing Agreement.  Exhibit B to the Financing Agreement is

hereby replaced with the form of Exhibit B attached hereto.




 




3.                                      Representations

and Warranties.  To induce the

Agent and the Lenders to enter into this Amendment, the Obligors hereby

represent and warrant to the Agent and the Lenders as follows:




 




3.1          Corporate

Power and Authority; No Conflicts.  The execution, delivery and

performance by each Obligor of this Amendment has been duly authorized by all

necessary corporate action and do not and will not: (a) in the case of each

Corporate Obligor require any consent or approval of its stockholders and in

the case of FiberMark Office require any consent or approval of its

members-managers, which consent or approval has not already been obtained;

(b) in the case of each Corporate Obligor contravene its certificate of

incorporation or by-laws and in the case of FiberMark Office contravene its Articles

of Organization or Operating Agreement; (c) violate any provision of, or

require any filing, registration, consent or approval under any Law (including,

without limitation, Regulation U), order, writ, judgment, injunction, decree,

determination or award presently in effect having applicability to such

Obligor; (d) result in a breach of or constitute a default under or require any

consent under any indenture or loan or credit agreement or any other agreement,

lease or instrument to which such Obligor is a party or by which it or its

properties may be bound or affected; (e) result in, or require, the creation or

imposition of any Lien (other than as created hereunder), upon or with respect

to any of the properties now owned or hereafter acquired by such Person.




 




3.2          Legally

Enforceable Agreements.  This Amendment is a legal, valid and binding

obligation of such Obligor, enforceable against such Obligor in accordance with

its terms, except to the extent that such enforcement may be limited by

applicable bankruptcy, insolvency and other similar laws affecting creditors’

rights generally.




 




3.3          Both before and after giving effect to this

Amendment, the representations and warranties set forth in Article VIII of the

Financing Agreement are true and correct in all material respects with the same

effect as if made on the date hereof, except to the extent such representations

and warranties expressly relate to an earlier date.




 




3.4          After giving effect to this Amendment, no Event of

Default or Default has occurred and is continuing.




 




3.5          Since January 31, 2002, there has been no

development or event, or any prospective development or event, which has had or

could result in a Material Adverse Change.




 




4.                                      Execution

by Guarantors.  Each Guarantor,

as a guarantor, is executing this Amendment and consenting to the modifications

to the Financing Agreement set forth herein. 

Each Guarantor hereby reaffirms its guaranty set forth in the Financing

Agreement and acknowledges that all L/C Obligations incurred by any other Obligor

shall automatically, without notice or action of any party, be a Guaranty

Obligation.




 




10





























 




5.                                      Miscellaneous.




 




5.1          Financing

Agreement.   Except as expressly set forth herein, this

Amendment shall not, by implication or otherwise, limit, impair, constitute a

waiver of, or otherwise affect the rights and remedies of the Lenders under the

Financing Agreement, and shall not alter, modify, amend or in any way affect

any of the terms, conditions, obligations, covenants or agreements contained in

the Financing Agreement, all of which are ratified and affirmed in all respects

and shall continue in full force and effect. 

Nothing herein shall be deemed to entitle any Obligor to a consent to,

or a waiver, amendment, modification or other change of, any of the terms,

conditions, obligations, covenants or agreements contained in the Financing

Agreement in similar or different circumstances.  This Amendment shall apply and be effective only with respect to

the provisions of the Financing Agreement specifically referred to herein.  After the date hereof, any reference to “the

Financing Agreement,” in the Financing Agreement or any other Loan Document,

shall mean the Financing Agreement as amended hereby.




 




5.2                               Loan Document.  This

Amendment shall be a Loan Document for all purposes.




 




5.3                               Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD

TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN NYGOL 5-1401.




 




5.4                               Severability; Section

Headings.




 




5.4.1       If any provision or

agreement in or obligation under this Amendment shall be held to be invalid,

illegal or unenforceable in any jurisdiction, the validity, legality and

enforceability of the remaining provisions or obligations, or of such provision

or obligation in any other jurisdiction, shall not in any way be affected or

impaired thereby.




 




5.4.2       The headings herein are

included for convenience of reference only and shall be ignored in the

construction or interpretation hereof. 

When used in this Amendment, (i) “or” is not exclusive; (ii) “including”

is not limiting; (iii) a reference to any law, rule or regulation includes any

amendment or modification thereto or thereof, as well as any replacement therefor;

and (iv) unless otherwise provided for in this Amendment, a reference to any

Loan Document or other agreement, instrument or document, shall include such

Loan Document, other agreement, instrument or document, as it may be amended,

restated, supplemented or otherwise modified from time to time in accordance

with its terms.  References herein to

Articles, Sections, paragraphs, Schedules and the like, unless otherwise stated

are references to Articles, Sections or paragraphs of, or Schedules to, this Amendment.  Terms such as “herein”, “hereof” or

“hereunder” refer to this Amendment as a whole, and not to any particular

provision hereof.




 




5.5                               Counterparts.  This

Amendment may be executed in any number of counterparts and by different

parties hereto in separate counterparts, each of which when so executed and

delivered shall be an original, but all of which shall together constitute one

and the same instrument.




 




[ remainder of page

intentionally blank ]




 




11





























 




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to

be executed and delivered by their proper and duly authorized officers as of

the date set forth above.




 




	

   


  	

  FIBERMARK, INC.,


  	

   


  
	

   


  	

  a Delaware corporation


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

    /s/ Bruce

  Moore


  	

   


  
	

   


  	

   


  	

  Name: 


  	

    Bruce Moore


  	

   


  
	

   


  	

   


  	

  Title:


  	

     Vice

  President


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  FIBERMARK DURABLE SPECIALTIES, INC.,


  
	

   


  	

  a Delaware corporation


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

    /s/ Bruce

  Moore


  	

   


  
	

   


  	

   


  	

  Name: 


  	

    Bruce Moore


  	

   


  
	

   


  	

   


  	

  Title: 


  	

    Vice

  President


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  FIBERMARK FILTER AND TECHNICAL PRODUCTS, INC.,


  	

   


  
	

   


  	

  a

  Delaware corporation


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

    /s/ Bruce

  Moore


  	

   


  
	

   


  	

   


  	

  Name: 


  	

    Bruce Moore


  	

   


  
	

   


  	

   


  	

  Title: 


  	

    Vice

  President


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  FIBERMARK OFFICE PRODUCTS, LLC,


  
	

   


  	

  a Vermont limited

  liability company


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  BY


  	

  FIBERMARK, INC.,


  	

   


  
	

   


  	

   


  	

  its sole Member


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By


  	

    /s/ Bruce

  Moore


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

    Bruce Moore


  	

   


  
	

   


  	

   


  	

   


  	

  Title:


  	

    Vice

  President


  	

   


  
								





 




12





























 




	

   


  	

  FIBERMARK DSI INC.,


  
	

   


  	

  a New York corporation


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

    /s/ Bruce

  Moore


  	

   


  
	

   


  	

   


  	

  Name: 


  	

    Bruce Moore


  	

   


  
	

   


  	

   


  	

  Title: 


  	

    Vice

  President


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  THE CIT GROUP/BUSINESS CREDIT, INC.,


  
	

   


  	

  a New York corporation,


  
	

   


  	

  as Agent


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

    /s/

  Roderick Jarrett


  	

   


  
	

   


  	

   


  	

  Name: 


  	

    Roderick

  Jarrett


  	

   


  
	

   


  	

   


  	

  Title: 


  	

    Assistant

  Vice President


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  THE CIT GROUP/BUSINESS CREDIT, INC.,


  
	

   


  	

  a New York corporation,


  
	

   


  	

  as Lender


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

    /s/

  Roderick Jarrett


  	

   


  
	

   


  	

   


  	

  Name: 


  	

    Roderick

  Jarrett


  	

   


  
	

   


  	

   


  	

  Title: 


  	

    Assistant

  Vice President


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  THE CIT GROUP/EQUIPMENT FINANCING, INC.,


  
	

   


  	

  a New York corporation,


  
	

   


  	

  as a Lender


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

    /s/ Mark E.

  Saylor


  	

   


  
	

   


  	

   


  	

  Name: 


  	

    Mark Saylor


  	

   


  
	

   


  	

   


  	

  Title: 


  	

    Vice

  President


  	

   


  
							





 




13