Exhibit 10.47




 




THIRD

AMENDMENT TO FINANCING AGREEMENT




 




This THIRD AMENDMENT TO FINANCING AGREEMENT,

dated as of December 27, 2002 (this “Amendment”), is entered into by and among

FiberMark, Inc., a Delaware corporation (“FiberMark”), FiberMark Durable Specialties, Inc., a Delaware corporation, FiberMark

North America, Inc., a Delaware corporation (formerly known as FiberMark Filter

and Technical Products, Inc.), 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 that certain

Fourth Amended and Restated Financing Agreement and Guaranty dated as of

January 31, 2002 (the “Original Financing Agreement”), as amended

by that certain First Amendment to Financing Agreement dated as of April 8,

2002 (the “First Amendment”) and that certain Second Amendment to

Financing Agreement dated as of October 31, 2002 (the “Second Amendment”).  The term “Financing Agreement” as used

herein means the Original Financing Agreement as amended by the First Amendment

and the Second Amendment.  Pursuant to,

and on the terms and conditions of, the Financing Agreement the Lenders have

agreed to extend credit to the Borrowers.




 




B.            The

Obligors have requested that the Lenders establish a subfacility of

$10,000,000, a portion of which shall be used for capital expenditures by one

or more Borrowers and a portion of which shall be used for working capital and

general corporate purposes by one or more Borrowers.  The Lenders, on the terms and conditions, and subject to the

limitations, set forth herein, are willing to modify the Financing Agreement to

provide for such subfacility.




 




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:




 




“Aggregate

Capex Principal” means, as of any date of determination, the

aggregate outstanding principal balance of all Capex Loans as of the applicable

date.




 




“Calendar Quarter” means

each consecutive three (3) month period ending on a Quarterly Payment Date.




 




“Capex Availability”

means the lesser of (a) the Capex Subfacility less the aggregate original

principal amount of all Capex Loans previously funded; and 




 





























 




(b) the Revolving Credit

Facility less the outstanding aggregate amount of all outstanding Obligations

of all the Borrowers taken together.




 




“Capex Loan” means the

Initial Capex Loan and each subsequent advance under the Capex Subfacility.




 




“Capex Loan Maturity Date”

means, with respect to each Capex Loan, the earlier of (a) the Quarterly

Payment Date that is two (2) years and nine (9) months from the first Quarterly

Payment Date on which a payment is due with respect to such Capex Loan and (b)

the Revolving Credit Commitment Termination Date.




 




“Capex Prepayment Premium”

means, with respect to any prepayment of all or any portion of a Capex Loan, as

of any date of determination, an amount equal to the outstanding principal of

such Capex Loan being prepaid as of such date multiplied by the applicable

percentage set forth below:




 








	

  Date of Payment


  	

   


  	

  Percentage


  	

   


  
	

  Prior to the

  date that is 12 months from the date such Capex Loan is funded


  	

   


  	

  1.75


  	

  %


  
	

  On or after the

  date that is 12 months, but prior to the date that is 24 months, from the

  date such Capex Loan is funded


  	

   


  	

  0.75


  	

  %


  
	

  Anytime

  thereafter prior to the applicable Capex Loan Maturity Date


  	

   


  	

  0.50


  	

  %


  










 




“Capex Subfacility”

means an amount equal to $10,000,000.




 




“Converting Facilities Equipment”

means all currently owned or hereafter acquired interest of Borrowers, or any

of them, in the machinery, equipment, furnishings and fixtures described on

Schedule 1.01A, and all additions, substitutions and replacements thereof,

together with (a) all attachments, components, parts, equipment and accessories

installed thereon or affixed thereto; (b) all software and intellectual

property used in connection with the foregoing or that is necessary for the

operation of the foregoing in the ordinary course and in a manner that is safe

and that complies with applicable law; and (c) all proceeds and products of the

foregoing, of whatever sort.




 




“Converting Facilities Equipment’s Net

OLV” means the net orderly liquidation value of the Converting

Facilities Equipment as set forth in that certain appraisal dated November 8,

2002, with an effective date of September 20, 2002, by DoveBid Valuation

Services, Inc.




 




“Equipment Costs”

means, with respect to Financed Equipment, an amount not in excess of eighty

percent (80%) of the acquisition costs of such Financed Equipment (determined

at the time of acquisition), exclusive of costs related to assembly,

installation, maintenance, shipping, taxes and import or custom charges related

thereto.




 




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“Financed Equipment”

means any equipment purchased by a Borrower and financed in whole or in part

with the proceeds of a Capex Loan, together with (a) all attachments,

components, parts, equipment and accessories installed thereon or affixed

thereto; (b) all software and intellectual property used in connection with the

foregoing or that is necessary for the operation of the foregoing in the

ordinary course and in a manner that is safe and that complies with applicable

law; and (c) all proceeds and products of the foregoing, of whatever sort.




 




“Initial Capex Loan”

means the initial advance under the Capex Subfacility, to be funded on the date

hereof in the amount of the Initial Capex Loan Amount.




 




“Initial Capex Loan Amount”

means the lesser of (a) eighty-five percent (85%) of the Converting Facilities

Equipment’s Net OLV and (b) Three Million Dollars ($3,000,000).




 




“Lowville Capex Loan”

means an advance to be made under the Capex Subfacility the proceeds of which

will be used by a Borrower to purchase Financed Equipment installed, or to be

installed, at that certain real property more commonly known as 7740 West

Street, Lowville, New York.




 




(b)           The following definitions set forth

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

in their entirety as set forth below:




 




“Applicable

Lending Office” means, for each of the Lenders, the lending

office of such Lender (or of an Affiliate of such Lender) designated as such

for such Type of Loan on the signature page hereto or in the applicable

Assignment and Acceptance Agreement or such other office of such Lender (or of

an Affiliate of such Lender) as such Lender may from time to time specify to

Agent and the Borrowers as the office by which its Revolving Credit Loans or

Capex Loans of such Type are to be made and maintained.




 




“Applicable

Margin” means (a) with respect to all Revolving Credit Loans,

the relevant “Applicable Margin”, determined in accordance with Schedule 1.01

based on the Leverage Ratio as of the date of determination; and (b) with

respect to (i) Capex Loans that are Libor Rate Loans, three and one-half

percent (3.50%) and (ii) Capex Loans that are Chase Manhattan Bank Rate Loans,

two percent (2.00%).




 




“Availability”

means:




 




(a)                                  Through the date on which the financial

statements described in Section 9.01(a) hereof are delivered to the Agent for

the period ending December 31, 2003,

which demonstrate compliance with the financial covenants set forth in

Sections 11.01, 11.02 and 11.03 hereof, the excess of




 




(i)            the least of (A) the Borrowing Base

plus the Aggregate Capex Principal; (B) the Revolving Credit Facility; and (C)

the 1996 Indenture Limit; over




 




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(ii)           the sum of (A) the outstanding

aggregate amount of all outstanding Obligations of all the Borrowers taken

together, and (B) the Availability Block; and




 




(b)                                 After the date on which the financial statements

described in Section 9.01(a) hereof are delivered to the Agent for the period

ending December 31, 2003, which demonstrate compliance with the

financial covenants set forth in Sections 11.01, 11.02 and 11.03 hereof,

the excess of




 




(i)            the least of (A) the Borrowing Base

plus the Aggregate Capex Principal; (B) the Revolving Credit Facility; and (C)

the 1996 Indenture Limit; over




 




(ii)           the outstanding aggregate amount of

all outstanding Obligations of all the Borrowers taken together.




 




“Chase

Manhattan Bank Rate Loans” means that portion of the Revolving

Credit Loans or any Capex Loan with respect to which a Borrower has elected to

use the Chase Manhattan Bank Rate for interest rate calculations.




 




“Collateral”

means, collectively, (i) all of each Obligor’s right, title and interest,

whether now owned or hereafter acquired, in and to all present and future

Accounts and Inventory, wherever located, including all rights under all

permits granted in favor of any Borrower relating to the facility in

Brattleboro, Vermont and to any facility at which any Financed Equipment or the

Converting Facilities Equipment is located; and, to the extent not otherwise

included, all proceeds and products of any and all of the foregoing, in

whatever form (including, but not limited to, accounts, chattel paper,

commercial tort claims, deposit accounts, documents, goods, instruments,

investment property, letter-of-credit rights, letters of credit, money, oil,

gas or other minerals before extraction, and general intangibles); (ii) the

Brattleboro Collateral; (iii) all of each Obligor’s right, title and interest,

whenever acquired, in the Financed Equipment, together with all additions or

accessions thereto and replacements or substitutions thereof and all proceeds

and products of any and all of the foregoing, in whatever form; and (iv)  all

of each Obligor’s right, title and interest, whenever acquired, in the

Converting Facilities Equipment, together with all additions or accessions

thereto and replacements or substitutions thereof and all proceeds and products

of any and all of the foregoing, in whatever form.




 




“Lender

Loan Commitment” means, with respect to each Lender’s making of

the Revolving Credit Loans and the Capex Loans, the obligation of such Lender

to make Revolving Credit Loans and Capex Loans under this Financing Agreement

up to the aggregate principal amount outstanding at any time equal to the sum

of its Revolving Credit Commitment and its Pro Rata Share of the Overadvance

Availability.




 




“Libor

Period” or “Libor Rate Period” means a thirty (30)

day, sixty (60) day, or ninety (90) day interest period with respect to Libor

Rate Loans, as selected by a Borrower.




 




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“Libor

Rate Loans” means that portion of the Revolving Credit Loans or

any Capex Loan with respect to which a Borrower has elected to use the Libor

Rate for the interest calculations.




 




“Permitted

Encumbrances” means:




 




(a)           Liens expressly permitted, or

consented to, by the Agent;




 




(b)           Customarily Permitted Liens;




 




(c)           Liens granted the Agent by an

Obligor;




 




(d)           Liens of judgment creditors provided

such Liens do not exceed, in the aggregate, at any time, Two Hundred Fifty

Thousand Dollars ($250,000) (other than Liens bonded or insured to the

reasonable satisfaction of the Agent);




 




(e)           Liens for taxes not yet due and

payable or which are the subject of a Good Faith Contest and which Liens are

not (x) other than with respect to Real Estate, senior to the Liens of the

Agent or (y) for taxes due the United States of America; provided, however,

that in no event shall any Environmental Lien be deemed to be a Permitted

Encumbrance;




 




(f)            Liens granted by any Obligor on any

of its assets other than (i) the Brattleboro Collateral, the Financed Equipment

or the Converting Facilities Equipment, (ii) such Obligor’s Accounts, (iii)

such Obligor’s Inventory, or (iv) such Obligor’s equity interest, direct or

indirect, in any of its Subsidiaries, other than in non-Domestic Subsidiaries

acquired after the date of this Financing Agreement that own neither (x) any

equity interest in a Domestic Subsidiary of any Obligor, (y) any equity

interest in a non-Domestic Subsidiary of any Obligor owned as of the date of

this Financing Agreement, nor (z) any property described in any of the

preceding clauses (i) through (iii) of this paragraph (f) that has been, or is,

acquired from an Obligor; and




 




(g)           Purchase Money Liens.




 




“Pro Rata

Share” means, for purposes of this Financing Agreement and with

respect to each Lender, in the case of the Revolving Credit Loans, the Capex

Loans, the Unused Line Fees and the Overadvances, a fraction, the numerator of

which is such Lender’s Revolving Credit Commitment and the denominator of which

is the total of all the Lenders’ Revolving Credit Commitments.




 




“Purchase

Money Liens” means Liens on any item of equipment (other than

the Financed Equipment and, if applicable, the Converting Facilities Equipment)

acquired by an Obligor after the Closing Date, provided that (a) each such Lien

shall attach only to the property to be acquired, (b) a description of the

property so acquired is furnished to the Agent, and (c) the debt incurred in

connection with such acquisitions shall not exceed, in the aggregate for all

Obligors, Five Hundred Thousand Dollars ($500,000) in any Fiscal Year.




 




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“Required

Lenders” means, on the date calculation of Required Lenders is

made, the Lenders having Revolving Credit Commitments to lend at least

sixty-six and two-thirds percent (66 2/3%) of the Revolving Credit Loans

hereunder (or if the Revolving Credit Commitments have terminated and there

remain outstanding Revolving Credit Loans or Capex Loans, Lenders holding

sixty-six and two-thirds percent (66 2/3%) of the sum of the Revolving Credit

Loans plus the Aggregate Capex Principal); provided that for so long as

there are only two Lenders (each of them an Initial Lender or an assignee of the

entire Pro Rata Share of the Revolving Credit Facility initially owned by one

of the Initial Lenders), each of which has a 50% Pro Rata Share, Required

Lenders shall mean CITBC and any assignee of CITBC’s entire Pro Rata Share of

the Revolving Credit Facility.




 




“Settlement

Date” means the date each week on which the Agent and the

Lenders shall settle amongst themselves so that the Agent shall not have, as

Agent, any money at risk and on such Settlement Date each of the Lenders shall

have its Pro Rata Share of all outstanding Revolving Credit Loans and Capex

Loans, based upon its Revolving Credit Commitment.  Notwithstanding the previous sentence, upon the occurrence of an

Event of Default or a continuing decline or increase of the Revolving Credit

Loans, Capex Loans or other Obligations, the Agent may, at its discretion,

elect to settle its and the Lenders’ accounts more often than weekly.




 




“Unused

Line Fee” means the aggregate fee due to the Agent for the

ratable benefit of the Lenders at the end of each Calendar Quarter for each

Lender Loan Commitment, determined by multiplying the difference between the

Revolving Credit Facility and the average daily amount of the outstanding

Revolving Credit Loans and Capex Loans for such Calendar Quarter by the applicable

rate set forth on Schedule 1.01 for the number of days in said Calendar

Quarter.




 




2.2                               Usage

of “Revolving Credit Loans”.




 




(a)           In each

of the following Sections of the Financing Agreement, each instance of the term

“Revolving Credit Loans” is hereby amended and restated to read “Revolving

Credit Loans and Capex Loans”:  3.08,

3.16, 3.18, 3.20, 14.03 and 14.07.




 




(b)           In each

of the following Sections of the Financing Agreement, each instance of the term

“Revolving Credit Loans” is hereby amended and restated to read “Revolving

Credit Loans and/or Capex Loans”:  3.17,

13.10 (provided that any new loans made pursuant to the last two sentences of

the second paragraph thereof shall be made as Revolving Credit Loans), 14.01,

14.04 and 14.06.




 




(c)           In Section 12.02 of the Financing

Agreement, each of the first two instances of the term “Revolving Credit Loans”

is hereby amended and restated to read “Revolving Credit Loans and/or Capex

Loans”.




 




(d)           Clause (a) of Section 12.02 of the

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

follows:




 




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(a) declare (i) the

Revolving Credit Commitments terminated, whereupon such Revolving Credit

Commitments shall forthwith terminate immediately and any accrued fees shall

forthwith become due and payable and (ii) all Obligations and all other amounts

payable under this Financing Agreement and any other Loan Documents to be,

whereupon the same shall become, forthwith due and payable without presentment,

demand or protest of any kind, all of which are hereby waived by the Borrowers,

anything contained in this Financing Agreement to the contrary notwithstanding,

and, as liquidated damages for loss of a bargain and not as a penalty, a lost

transaction fee shall be due and payable in addition to the accelerated amounts

set forth herein equal to the full outstanding principal amounts of the

Revolving Credit Loans being accelerated multiplied by two percent (2%) plus

the Capex Prepayment Premium;




 




(e)           In the first paragraph of each of

Article IX and Article X of the Financing Agreement, each instance of the term

“Revolving Credit Loans” is hereby amended and restated to read “Revolving

Credit Loans and/or Capex Loans”.




 




(f)            In Section 13.08 of the Financing

Agreement, the term “Revolving Credit Loan” is hereby amended and restated to

read “Revolving Credit Loan and/or Capex Loan”.




 




(g)           In Section 14.01 of the Financing

Agreement, each instance of the term “Revolving Credit Note” is hereby amended

and restated to read “Revolving Credit Note and/or Capex Loan” and each

instance of the term “Revolving Credit Notes” is hereby amended and restated to

read “Revolving Credit Notes and/or Capex Loans”.




 




2.3                               Amended

and Restated 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

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 does not exceed the lesser of:  (i) the Revolving Credit Facility minus the Aggregate Capex

Principal and (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 Rate 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




 




7





























 




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).




 




2.4          Amended and Restated Section 3.09 of

the Financing Agreement.  Section 3.09 of the Financing Agreement is

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




 




Section 3.09.  Application of Payments.  Subject to Sections 5.03(b) and 9.07 hereof,

notwithstanding anything to the contrary contained in this Article 3 or in this

Financing Agreement (other than Sections 5.03(b) and 9.07), the Agent shall

apply all amounts received by it in payment of Accounts or Obligations of the

applicable Borrower in the following order: (i) first to Reimbursement

Obligations; (ii) second to Revolving Credit Loans that are Chase Manhattan

Bank Rate Loans; (iii) third to Revolving Credit Loans that are Libor Rate

Loans; (iv) fourth to Capex Loans that are Chase Manhattan Bank Rate Loans; and

(v) fifth to Capex Loans that are Libor Rate Loans; provided, however,

(a) upon the occurrence of an Event of Default or (b) in the event the

aggregate amount of outstanding Revolving Credit Loans of the Borrowers which

are Libor Rate Loans exceeds the Revolving Credit Limit, the Agent may apply

all such amounts received by it to the payment of Obligations in such manner

and in such order as the Agent may elect in its reasonable business

discretion.  In the event that any such

amounts are applied to Revolving Credit Loans or Capex Loans of any Borrower

which are Libor Rate Loans, such application shall be treated as a prepayment

of such loans of such Borrower and the Agent shall be entitled to the Libor

Rate Prepayment Premium and the Capex Prepayment Premium with respect thereto.




 




2.5                               Amended

and Restated 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 set forth below:




 




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

without limiting Section 5.03(b) hereof, any Borrower may prepay its Revolving

Credit Loans or Capex 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);

(b) Libor Rate Loans prepaid on any Business Day other than the last day of the

Libor Period applicable for such Loan shall require such Borrower to pay the

Libor Rate Prepayment Premiums; and (c) any prepayment of all or any part of a

Capex Loan shall be accompanied by payment of any applicable Capex Prepayment

Premium.




 




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




 




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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 and Capex 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 prepayment fee in the amount

of (A) 1% of the Revolving Credit Facility, other than with respect to such

portion of the Revolving Credit Facility comprised of Capex Loans and (B) with

respect to Capex Loans, the Capex Prepayment Premium.




 




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 Revolving

Credit Limit, the Borrowers shall pay to the Agent, for the ratable benefit of

the Lenders, the amount of such excess which shall be applied by the Agent in

the following order: (i) first to Reimbursement Obligations; (ii) second to

Revolving Credit Loans that are Chase Manhattan Bank Rate Loans; and (iii) third

to Revolving Credit Loans that are Libor Rate Loans.  To the extent that, following such payments and prepayments, the

L/C Outstandings exceed the Revolving Credit Limit, 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.




 




Without limiting Section

5.03(b) hereof, upon any sale, exchange or other disposition of any Financed

Equipment or any Converting Facilities

Equipment, the proceeds of any such sale, exchange or other disposition

shall not be commingled with any Borrower’s other property, but shall be

segregated, held by the applicable Borrower in trust for the Lenders as the

Lenders’ exclusive property, and shall be delivered immediately by such

Borrower to the Agent in the identical form received by the Borrower and shall

be (i) applied to payment of the applicable Capex Loan and the payment of any

Capex Prepayment Premium and Libor Rate Prepayment Premium, and (ii) to the

extent of any excess, returned to the Borrowers or otherwise remitted or

applied in accordance with the instructions of the Borrowers.  If the proceeds from any sale, exchange or

other disposition of any Financed Equipment or any Converting Facilities Equipment are insufficient to pay in full

the outstanding balance of the applicable Capex Loan and all other amounts

described in clause (i) of the immediately preceding sentence, then the

applicable Borrower shall concurrently pay any such shortfall to the Agent.




 




2.6          Amended and Restated Section 3.11

of the Financing Agreement.  Section 3.11 of the Financing Agreement is

hereby amended and restated to read in its entirety as set forth below:




 




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Section 3.11.  Funding of Revolving Credit Loans and Capex

Loans.   The Agent, for the account

of the Lenders, shall disburse all Revolving Credit Loans and Capex Loans and

shall handle all collections of Collateral and repayment of Obligations.




 




On each Settlement Date,

the Agent and the Lenders shall each remit to the other, in immediately

available funds, all amounts necessary so as to ensure that, as of such

Settlement Date, each Lender shall have its Pro Rata Share of (i) all

outstanding Revolving Credit Loans and (ii) all outstanding Capex Loans, in accordance

with its Lender Loan Commitment.




 




The Agent shall forward

to each Lender, at the end of each month, a copy of the account statement

rendered by the Agent to each Borrower.




 




2.7          Amended and Restated Sections 3.13,

3.14 and 3.15 of the Financing Agreement.  Sections

3.13, 3.14 and 3.15 of the Financing Agreement are hereby amended and restated

to read in their entirety as follows:




 




Section 3.13.  Obligations of Agent and Lenders.  Each Lender is solely responsible for its

Pro Rata Share of each Revolving Credit Loan and Capex Loan and neither Agent

nor any Lender shall be responsible for, nor assume any obligations for, the

failure of any Lender to make available its Pro Rata Share of any such

Revolving Credit Loans or Capex Loans. 

Should any Lender refuse to make available its Revolving Credit Loans or

Capex Loans, then each of the other Lenders may, but without obligation to do

so, increase, unilaterally, its portion of the Revolving Credit Loans or Capex

Loans in which event the applicable Borrower shall be so obligated to such

other Lender.




 




Nothing contained herein

shall be deemed to obligate the Agent to make available to the Borrowers the

full amount of a requested Revolving Credit Loan or Capex Loan when the Agent

has not received any Lender’s Pro Rata Share of such Revolving Credit Loan or

Capex Loan or if the Agent otherwise has any notice that any of the Lenders

will not advance its Pro Rata Share thereof. 

The Agent, for the account of the Lenders, shall disburse all Revolving

Credit Loans and Capex Loans and shall handle all collections of Collateral and

repayment of Obligations.




 




Unless the Agent shall

have been notified in writing by any Lender prior to any advance to a Borrower

that such Lender will not make the amount which would constitute its share of

the borrowing on such date available to the Agent, the Agent may assume that

such Lender shall make such amount available to the Agent on a Settlement Date,

and the Agent may, in reliance upon such assumption, make available to such

Borrower for the benefit of such Borrower a corresponding amount.  Absent such notice each Lender’s commitment

shall be absolute and unconditional and such Lender shall reimburse the Agent

its Pro Rata Share of such borrowing upon demand.  A certificate of the Agent submitted to any Lender with respect

to any amount owing under this subsection shall be conclusive, absent manifest

error.  If such Lender’s Pro Rata Share

of such borrowing is not in fact




 




10





























 




made available to the

Agent by such Lender on the Settlement Date, the Agent shall be entitled to

charge the applicable Borrower’s account with any such amount with interest

thereon at the rate per annum applicable to Revolving Credit Loans and/or Capex

Loans, as applicable, hereunder, on demand, from the applicable Borrower

without prejudice to any rights which the Agent may have against such Lender

hereunder.  Nothing contained in this

subsection shall relieve any Lender which has failed to make available its Pro

Rata Share of any borrowing hereunder from its obligation to do so in

accordance with the terms hereof. 

Nothing contained herein shall be deemed to obligate the Agent to make

available to the applicable Borrower the full amount of a requested advance

when the Agent has not received any Lender’s Pro Rata Share of such Revolving

Credit Loan and/or Capex Loan or if the Agent has any notice that any of the

Lenders will not advance its Pro Rata Share thereof.




 




Section 3.14.   Minimum Amounts.




 




(a)           The amount of all Revolving Credit

Loans borrowed on any given day and the aggregate amount of all Revolving

Credit Loans with the same interest rate after giving effect to the conversions

and continuations provided for in Section 6.01 shall, in the case of Revolving Credit

Loans that are Libor Rate Loans, be in an amount at least equal to One Million

Dollars ($1,000,000) or a greater amount which is an integral multiple of One

Hundred Thousand Dollars ($100,000) (Revolving Credit Loans that are Libor Rate

Loans having different Libor Rate Periods outstanding at the same time shall be

deemed separate Loans for purposes of the foregoing, one for each Libor Rate

Period).  There shall be no minimum

amount of principal applicable to a conversion or continuation of a Revolving

Credit Loan that is a Chase Manhattan Bank Rate Loan.




 




(b)           Each Capex Loan, other than the

Initial Capex Loan and the Lowville Capex Loan, shall be in an amount at least

equal to One Million Five Hundred Thousand Dollars ($1,500,000) or a greater

amount, not in excess of the Equipment Costs, which is an integral multiple of

One Hundred Thousand Dollars ($100,000). 

Each separate Capex Loan shall, in its entirety, be either a Chase

Manhattan Bank Rate Loan or a Libor Rate Loan; provided that any Capex

Loan with an outstanding principal balance of less than One Million Dollars

($1,000,000) shall be a Chase Manhattan Bank Rate Loan.  There shall be no minimum amount of

principal applicable to a conversion or continuation of a Capex Loan that is a

Chase Manhattan Bank Rate Loan.  The

amount of the Initial Capex Loan shall be the Initial Capex Loan Amount.




 




Section 3.15.  Use of Proceeds.




 




(a)           The proceeds of the Revolving Credit

Loans (other than the Capex Loans) shall be used by the applicable Borrower (i)

for its working capital and general corporate purposes, and (ii) to make loans

to any Obligor for working capital purposes; provided, however,

that proceeds of Revolving Credit Loans (other than the Capex Loans) may be

used to pay all or a portion of the consideration for the




 




11





























 




acquisition of stock or

assets of another Person only if each of the Restricted Payment Conditions is

satisfied with respect to such acquisition. 

No Borrower will, directly or indirectly, use any Revolving Credit Loan

proceeds for the purpose of purchasing or carrying any margin stock within the

meaning of Regulations T, U or X of the Board of Governors or to extend credit

to any Person for the purpose of purchasing or carrying any such margin stock.




 




(b)           The proceeds of a Capex Loan, other

than the Initial Capex Loan, shall be used by the applicable Borrower solely to

pay Equipment Costs of the Financed Equipment as such Equipment Costs are

represented to the Lenders in connection with such Borrower’s request for such

Capex Loan.  The proceeds of the Initial

Capex Loan shall be used by the Borrowers for working capital and general

corporate purposes.




 




2.8          New Article IIIB of the Financing

Agreement.  Article IIIB is hereby inserted into the Financing

Agreement, immediately following Article IIIA (which was inserted into the

Financing Agreement pursuant to the First Amendment), to read in its entirety

as follows:




 




ARTICLE IIIB




 




CAPEX LOANS




 




SECTION 3.01B             Capex Loans




 




(a)           In order to provide financing for

working capital and general corporate purposes (with respect to the Initial

Capex Loan only) and the purchase by the Borrowers of certain equipment, the

Borrowers have requested that the Lenders provide, and the Lenders have agreed

to provide, the Capex Subfacility.  Each

Lender severally agrees to make Capex Loans to the Borrowers in an aggregate

original principal amount not to exceed its Pro Rata Share of the Capex

Subfacility.  Each Type of Capex Loan of

each Lender shall be made and maintained at such Lender’s Applicable Lending

Office for such Type of Loan.  Capex

Loans made under the Capex Subfacility shall be subject to the terms and

conditions set forth herein.




 




(b)           In addition to satisfaction of all of

the conditions precedent set forth in Section 2.02 (as if the Initial Capex

Loan was a Revolving Credit Loan), the obligations of the Lenders to make the

Initial Capex Loan shall be subject to the further conditions precedent that:




 




(i)            the Agent shall have received prior

to the funding date, and approved, a request for the Initial Capex Loan from

the applicable Borrower(s), which request shall include, in addition to the

other information required hereby, a detailed description of the Converting

Facilities Equipment, descriptions of the real property on which it is located

sufficient for purposes of permitting the filing of an effective fixture filing

under the Uniform Commercial Code, as in effect in the jurisdiction in which it

is located, and that certain appraisal




 




12





























 




with respect to the

Converting Facilities Equipment dated November 8, 2002, with an effective date

of September 20, 2002, by DoveBid Valuation Services, Inc.;




 




(ii)           the Agent shall have determined, in

good faith, that the amount of the Initial Capex Loan will not exceed

eighty-five percent (85%) of the Converting Facilities Equipment’s Net OLV;




 




(iii)          the amount of such Initial Capex Loan

shall not exceed Capex Availability, determined immediately prior to funding

such Initial Capex Loan (but after giving effect to any Revolving Credit Loans

and other Capex Loans made on such date);




 




(iv)          the Agent shall have received

evidence, satisfactory to the Agent, that each Borrower owning an interest in

the Converting Facilities Equipment has obtained the insurance described in

Section 9.07 with respect to the Converting Facilities Equipment; and




 




(v)           Borrower shall have delivered to the

Agent, in form and substance satisfactory to the Agent, such documentation and

evidence that, upon disbursement of the Initial Capex Loan, Lender shall have a

perfected security interest in the Converting Facilities Equipment having the

priority required under this Agreement, as the Agent may reasonably

request.  Such documentation may

include, without limitation, financing statements and, if applicable, fixture

filings related to the Converting Facilities Equipment.




 




(c)                                  In

addition to satisfaction of all of the conditions precedent set forth in

Section 2.02 (as if Capex Loans were Revolving Credit Loans), the obligations

of the Lenders to make each Capex Loan, other than the Initial Capex Loan,

shall be subject to the further conditions precedent that:




 




(i)            the Agent shall have received, at

least thirty (30) days prior to the requested funding date, and approved, a

request for a Capex Loan from the applicable Borrower, which request shall

include, in addition to the other information required hereby, a detailed

description of the Equipment Costs and Financed Equipment proposed to be

acquired therewith;




 




(ii)           evidence shall have been submitted to

the Agent, in form and substance satisfactory to the Agent (which shall include

invoices and other contracts for purchases), that the amount of such Capex Loan

will not exceed the related Equipment Costs;




 




(iii)          the requested Capex Loan, other than

the Lowville Capex Loan, shall be for an amount of no less than One Million

Five Hundred Thousand Dollars ($1,500,000);




 




(iv)          the amount of such Capex Loan shall

not exceed Capex Availability, determined immediately prior to funding such

Capex Loan (but after giving effect to any Revolving Credit Loans and other

Capex Loans made on




 




13





























 




such date) and, upon

funding such Capex Loan, the original principal amount of all Capex Loans

previously made plus such Capex Loan shall not exceed the Capex Subfacility;




 




(v)           the Agent shall have received

evidence satisfactory to the Agent that the disbursement of the Capex Loan will

be concurrent with, or within three (3) months after, delivery, assembly and

installation of the Financed Equipment to be acquired therewith;




 




(vi)          the Agent shall have received

evidence, satisfactory to the Agent, that the applicable Borrower has obtained

the insurance described in Section 9.07 with respect to such Financed

Equipment;




 




(vii)         Borrower shall have delivered to the

Agent, in form and substance satisfactory to the Agent, such documentation and

evidence that, upon disbursement of the Capex Loan, Lender shall have a

perfected security interest in the Financed Equipment having the priority

required under this Agreement, as the Agent may reasonably request.  Such documentation may include, without

limitation, financing statements and, if applicable, fixture filings related to

the Financed Equipment; and




 




(viii)        no other Capex Loan shall have been

funded during the Calendar Quarter on which the requested Capex Loan is to be

funded.




 




(c)                                  Commencing

on the second Quarterly Payment Date following the date on which a Capex Loan

is made (or if such Capex Loan is made on a Quarterly Payment Date, the first

Quarterly Payment Date following the date on which such Capex Loan is made),

and continuing on each Quarterly Payment Date thereafter until the Capex Loan

Maturity Date for such Capex Loan, Borrower shall make principal amortization

payments for each Capex Loan in such amount as would be necessary to fully

amortize the principal amount of such Capex Loan on a quarterly straight-line

basis in sixteen (16) equal payments of principal.  On each Capex Loan Maturity Date, Borrower shall pay to the

Agent, for the ratable benefit of the Lenders, all outstanding principal,

accrued and unpaid interest, and any other amounts due under the applicable

Capex Loan.




 




2.9                               New

Section 5.01(f) of the Financing Agreement.  Section 5.01(f) is hereby inserted into the

Financing Agreement, immediately following Section 5.01(e), to read in its

entirety as follows:




 




(f)            Grant of a Security Interest by

Borrowers.  As security for the

prompt payment in full of all Obligations, each Borrower hereby pledges and

grants to the Agent for the ratable benefit of the Lenders a continuing general

Lien upon and security interest in all of its right, title and interest in and

to the Financed Equipment and the Converting Facilities Equipment, whether now

owned or hereafter acquired, together with

all additions or accessions thereto and replacements or substitutions thereof

and all proceeds and products of any and all of the foregoing, in




 




14





























 




whatever form (including, but not limited

to, accounts, chattel paper, commercial tort claims, deposit accounts,

documents, goods, instruments, investment property, letter-of-credit rights,

letters of credit, money, oil, gas or other minerals before extraction, and general

intangibles).




 




2.10                        Amended

and Restated Section 5.03 of the Financing Agreement.  Section

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

entirety as set forth below:




 




Section 5.03.  Covenants Regarding Equipment, Financed

Equipment and Converting Facilities Equipment.




 




(a)           Equipment.  The Equipment is and will only be used by

FiberMark Office in its business and will not be held for sale or lease, or

removed from its premises, or otherwise disposed of by FiberMark Office without

the prior written approval of the Agent. 

FiberMark Office will not sell, transfer, lease or otherwise dispose of

any of the Equipment constituting a part of the Brattleboro Collateral, or

attempt, offer or contract to do so, except for sales of assets permitted by

this Financing Agreement.  Concurrently

with any such permitted disposition, the property acquired by a transferee in

such disposition shall automatically be released from the security interest

created by this Financing Agreement (the “Security Interest”).  It is acknowledged and agreed that

notwithstanding any release of property from the Security Interest in

accordance with the foregoing provisions of this Section 5.03, the Security

Interest shall in any event continue in the proceeds of the Brattleboro

Collateral.  The Agent shall promptly

execute and deliver (and, when appropriate, shall cause any separate agent,

co-agent or trustee to execute and deliver) any releases, instruments or

documents reasonably requested by FiberMark Office to accomplish or confirm the

release of the Equipment constituting a part of the Brattleboro Collateral

provided by this Section 5.03.  Any such

release of the Equipment constituting a part of the Brattleboro Collateral

provided by the Agent shall specifically describe that portion of the

Brattleboro Collateral to be released, shall be expressed to be unconditional

and shall be without recourse or warranty (other than a warranty that the Agent

has not assigned its rights and interests to any other Person).  The Borrowers shall pay all of the Agent’s

out-of-pocket expenses in connection with any release of the Brattleboro

Collateral.




 




The Borrowers agree at

their own cost and expense to keep the Equipment in as good and substantial

repair and condition as the same is now or at the time the Lien and security

interest granted herein shall attach thereto, reasonable wear and tear

excepted, making any and all repairs and replacements when and where

necessary.  The Borrowers also agree to

safeguard, protect and hold all Equipment for the Lenders’ account and make no

disposition thereof unless the Borrowers first obtain the prior written

approval of the Agent.  Any sale,

exchange or other disposition of any Equipment shall only be made with the

prior written approval of the Agent, and the proceeds of any such sales shall

not be commingled with FiberMark Office’s or any other Borrower’s other

property, but shall be segregated, held by the Borrowers in trust for the

Lenders as the Lenders’ exclusive




 




15





























 




property, and shall be

delivered immediately by the Borrowers to the Agent in the identical form

received by the Borrowers by deposit to the Depository Accounts.  Upon the sale, exchange, or other

disposition of the Equipment, as herein provided, the security interest

provided for herein shall, without break in continuity and without further

formality or act, continue in, and attach to, all proceeds, including any

instruments for the payment of money, accounts receivable, contract rights,

documents of title, shipping documents, chattel paper and all other cash and

non cash proceeds of such sales, exchange or disposition.  As to any such sale, exchange or other

disposition, the Agent shall have all of the rights of an unpaid seller,

including stoppage in transit, replevin, rescission and reclamation.  Notwithstanding anything hereinabove

contained to the contrary, FiberMark Office may sell, exchange or otherwise

dispose of obsolete Equipment or Equipment no longer needed in FiberMark

Office’s operations, provided, however, that (a) the then book value of the

Equipment so disposed of does not exceed Five Hundred Thousand Dollars

($500,000) in the aggregate in any Fiscal Year and (b) the proceeds of such

sales or dispositions are delivered to the Agent for the ratable benefit of the

Lenders in accordance with the foregoing provisions of this paragraph, except

that FiberMark Office may retain and use such proceeds to purchase forthwith

replacement Equipment which FiberMark Office determines in its reasonable

business judgment to have a collateral value at least equal to the Equipment so

disposed of or sold, provided, however, that the aforesaid right shall

automatically cease upon the occurrence of an Event of Default which is not

waived.




 




In the event of any

merger of Fibermark Office into another Borrower, or any transfer by Fibermark

Office of the Equipment to another Borrower, the covenants set forth in this

Section 5.03(a) shall bind such successor/transferee Borrower, as fully as

though its name were originally set forth in this Section.




 




(b)           Financed Equipment and Converting

Facilities Equipment.  The Financed

Equipment and Converting Facilities Equipment are and will only be used by the

Borrowers in their business and will not be held for sale or lease, or removed

from the premises on which such Financed Equipment and/or Converting Facilities

Equipment is initially (or, in the case of Converting Facilities Equipment, is

currently) installed, or otherwise disposed of by any Borrower without the

prior written approval of the Agent.  No

Borrower shall permit any of the Financed Equipment or Converting Facilities

Equipment to be located in any of the Excluded Premises.  The Borrowers agree at their own cost and

expense to keep the Financed Equipment and the Converting Facilities Equipment

in as good and substantial repair and condition as the same is on the date

acquired by a Borrower or at the time the Lien and security interest granted

herein shall attach thereto, reasonable wear and tear excepted, making any and

all repairs and replacements when and where necessary.  The Borrowers also agree to safeguard,

protect and hold all Financed Equipment and Converting Facilities Equipment for

the Lenders’ account.  The Borrowers

will not sell, transfer, lease or otherwise dispose of any of the Financed

Equipment or Converting Facilities Equipment until all of the Capex Loans have

been paid in full.  Concurrently with

any disposition not prohibited by the 




 




16





























 




immediately preceding

sentence, the property acquired by a transferee in such disposition shall

automatically be released from the security interest created by this Financing

Agreement.  The Agent shall promptly execute

and deliver (and, when appropriate, shall cause any separate agent, co-agent or

trustee to execute and deliver) any releases, instruments or documents

reasonably requested by a Borrower to accomplish or confirm the release of such

Financed Equipment or Converting Facilities Equipment.  Any such release of the Financed Equipment

or Converting Facilities Equipment provided by the Agent shall specifically

describe that portion of the Financed Equipment or Converting Facilities

Equipment to be released, shall be expressed to be unconditional and shall be

without recourse or warranty (other than a warranty that the Agent has not

assigned its rights and interests to any other Person).  The Borrowers shall pay all of the Agent’s

out-of-pocket expenses in connection with any release of the Collateral

comprised of Financed Equipment or Converting Facilities Equipment.




 




While any Capex Loans are

outstanding, any sale, exchange or other disposition of any Financed Equipment

or Converting Facilities Equipment shall only be made by a Borrower with the

prior written approval of the Agent, and the proceeds of any such sales shall

not be commingled with any Borrower’s other property, but shall be segregated,

held by the applicable Borrower in trust for the Lenders as the Lenders’

exclusive property, and shall be delivered immediately by such Borrower to the

Agent in the identical form received by the Borrower and shall be applied as

provided in Section 3.10 hereof.  Upon

the sale, exchange, or other disposition of the Financed Equipment or Converting

Facilities Equipment, as herein provided, the security interest provided for

herein shall, without break in continuity and without further formality or act,

continue in, and attach to, all proceeds, including any instruments for the

payment of money, accounts receivable, contract rights, documents of title,

shipping documents, chattel paper and all other cash and non-cash proceeds of

such sales, exchange or disposition.  As

to any such sale, exchange or other disposition, the Agent shall have all of

the rights of an unpaid seller, including stoppage in transit, replevin,

rescission and reclamation.




 




2.11                        Amended

and Restated Sections 6.01, 6.02 and 6.05 of the Financing Agreement.  Sections

6.01, 6.02 and 6.05 of the Financing Agreement are hereby amended and restated

to read in their entirety as set forth below:




 




Section 6.01.  Method of Electing Interest Rates.   The Revolving Credit Loans and Capex Loans

made to the Borrowers shall bear interest at either the Chase Manhattan Bank

Rate or the Libor Rate; provided, however, that with respect to

Capex Loans that are Libor Rate Loans (i) in no event shall the applicable

Libor Rate Period extend beyond the next Quarterly Payment Date; and (ii) the

entire amount of such Capex Loan shall be a Libor Rate Loan.  Thereafter, the applicable Borrower may from

time to time elect to change or continue the Type borne by each Revolving

Credit Loan or Capex Loan, as follows:




 




(a)           if such Revolving Credit Loans or

Capex Loans are Chase Manhattan Bank Rate Loans, the applicable Borrower may

elect to convert such




 




17





























 




Revolving Credit Loans or

Capex Loans to Libor Rate Loans as of any Business Day; provided that

with respect to Capex Loans (i) in no event shall the applicable Libor Rate

Period extend beyond the next Quarterly Payment Date; (ii) the entire amount of

such Capex Loan shall be a Libor Rate Loan; and (iii) the outstanding principal

balance of such Capex Loan exceeds One Million Dollars ($1,000,000).




 




(b)           if such Revolving Credit Loans or

Capex Loans are Libor Rate Loans, the applicable Borrower may elect to convert

such Revolving Credit Loans or Capex Loans to Chase Manhattan Bank Rate Loans,

or elect to continue such Libor Rate Loans as Libor Rate Loans for an

additional Libor Rate Period, in each case effective on the last day of the

then current Libor Rate Period applicable to such Revolving Credit Loans or

Capex Loans; provided, however, that with respect to Capex Loans

in no event shall the applicable Libor Rate Period extend beyond the next

Quarterly Payment Date.




 




Each such election shall

be made by delivering a notice substantially in the form of Exhibit C hereto (a

“Notice of Interest Rate Selection”) to Agent by (1) 12:00 Noon (New York City

time) at least one (1) Business Day before the conversion of a Libor Rate Loan

into a Chase Manhattan Bank Rate Loan, or (2) 12:00 Noon (New York City time)

at least three (3) Business Days before the conversion of a Chase Manhattan

Bank Rate Loan into a Libor Rate Loan or the continuation of a Libor Rate Loan

as a Libor Rate Loan.  A Notice of

Interest Rate Selection may, if it so specifies, apply to only a portion of the

aggregate principal amount of the relevant Revolving Credit Loan; provided that

the portion to which such notice applies, and the remaining portion to which it

does not apply, each are sufficient to meet the minimum amount specified in

Section 3.14.  A Notice of Interest Rate

Selection with respect to a Capex Loan shall apply to the entire principal amount

of the relevant Capex Loan.




 




Each Notice of Interest

Rate Selection relating to a Chase Manhattan Bank Rate Loan or Libor Rate Loan

shall specify:




 




(i)  the Revolving Credit Loan (or portion

thereof) or the Capex Loan to which such notice applies;




 




(ii)  the date on which the conversion or

continuation selected in such notice is to be effective, which shall comply

with the applicable clause of the first paragraph of this Section 6.01;




 




(iii)  if the Revolving Credit Loans or the Capex

Loans are to be converted, and if such new Revolving Credit Loans or Capex

Loans are Libor Rate Loans, the duration of the initial Libor Rate Period

applicable thereto (subject to the limitation with respect to Capex Loans that

such Libor Rate Period does not extend beyond the next Quarterly Payment Date);

and




 




(iv)  if such Revolving Credit Loans or Capex

Loans are to be continued as Libor Rate Loans for an additional Libor Rate

Period, the duration of




 




18





























 




such additional Libor

Rate Period (subject to the limitation with respect to Capex Loans that such

Libor Rate Period does not extend beyond the next Quarterly Payment Date).




 




Each Libor Rate Period

specified in a Notice of Interest Rate Selection shall comply with the provisions

of the definition of Libor Rate Period. 

No conversion into a Libor Rate Loan and no continuation of a Libor Rate

Loan shall be permitted when a Default or Event of Default has occurred and is

continuing.  If the applicable Borrower

fails to deliver a timely Notice of Interest Rate Selection to the Agent for

any Libor Rate Loans to such Borrower such Revolving Credit Loans or Capex

Loans shall be converted into Chase Manhattan Bank Rate Loans on the last day

of the then current Libor Rate Period applicable thereto.




 




Anything herein to the

contrary notwithstanding, at no time shall there be outstanding more than five

(5) different Libor Rate Periods relating to Libor Rate Loans in the aggregate

for all Borrowers.




 




Section 6.02.  Interest.  Each applicable Borrower shall pay interest on the outstanding

unpaid principal amount of its Revolving Credit Loans and/or Capex Loans for

each day from and including the date such Revolving Credit Loan or Capex Loan

is made until but excluding the date such Revolving Credit Loan or Capex Loan

is paid in full, at one of the following rates per annum:




 




(a)           Chase Manhattan Bank Rate Loan.  For a Chase Manhattan Bank Rate Loan, a rate

per annum equal at all times to the sum of the Chase Manhattan Bank Rate in

effect for such day plus the Applicable Margin; and




 




(b)           Libor Rate Loan.  For a Libor Rate Loan, a rate per annum

equal at all times during each Libor Rate Period of such Revolving Credit Loan

or Capex Loan to the sum of the Libor Rate for such Libor Rate Period plus the

Applicable Margin.




 




All accrued and unpaid

interest on the Revolving Credit Loans (including accrued and unpaid interest

under the September 1999 Agreement as of the Closing Date) and Capex Loans will

be payable in arrears on each Quarterly Payment Date, regardless of interest

rate, and shall be calculated based on a 360 day year.  The Agent shall be entitled to charge the

applicable Borrower’s account with the applicable interest rate(s) until all

such Obligations have been paid in full.




 




The interest rate on

Chase Manhattan Bank Rate Loans shall change when the Chase Manhattan Bank Rate

changes.  Interest on the Chase

Manhattan Bank Rate Loans and the Libor Rate Loans shall not exceed the maximum

amount permitted under applicable Law. 

Upon the occurrence of an Event of Default interest will accrue at the

Default Rate of Interest as provided in Section 12.02.




 




Agent shall determine

each interest rate applicable to the Revolving Credit Loans and Capex Loans

hereunder.  Agent shall give prompt

notice to the




 




19





























 




applicable Borrower and

each Lender of each rate of interest so determined, and its determination

thereof shall be conclusive in the absence of manifest error.




 




Section 6.05.  Certain Compensation.  Each Borrower hereby agrees to indemnify the

Agent and each Lender and hold the Agent and each Lender harmless from any

loss, cost or expense they may sustain or incur as a consequence of the failure

by such Borrower to complete any borrowing hereunder of a Libor Rate Loan after

notice thereof has been given by such Borrower to the Agent, including, without

limitation, any loss, cost or expense incurred by reason of the liquidation or

re-employment of deposits or other funds acquired by the Agent to fund such

borrowing when the applicable amount of the Revolving Credit Loan or the Capex

Loan, as a result of such failure, is not made subject to such interest rates

on such date.  The Agent shall certify

the amount of its and/or the Lenders’ loss, cost or expense to the applicable

Borrower, and such certification shall be final and conclusive absent manifest

error.




 




Without limiting the

foregoing, such compensation shall include the Libor Rate Prepayment Premium.




 




2.12                        Amended

and Restated Section 9.07 of the Financing Agreement.  Section

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

entirety as set forth below:




 




Section 9.07.          Insurance.             (a)  FiberMark Office will maintain, with financially sound and

reputable companies, acceptable to the Agent, insurance policies (i) insuring

FiberMark Office, the Agent and the Lenders against Comprehensive General

Liability and auto liability, liability for personal injury and property damage

relating to the Brattleboro Collateral and Inventory and (ii) insuring the

Brattleboro Collateral and Inventory of FiberMark Office against all risk of

loss by fire, explosion, theft and auto comprehensive/collision, and such other

casualties as may be reasonably satisfactory to the Agent, such policies to be

in such amounts and on such terms as the Agent shall reasonably require.  All policies covering the Brattleboro

Collateral and Inventory are, subject to the rights of any holders of Permitted

Encumbrances holding claims senior to the Lenders, to be made payable to the

Agent for the benefit of the Lenders, in case of loss, under a standard non

contributory “mortgage”, “lender” or “secured party” clause and are to contain

such other provisions as the Lenders may require to fully protect the Lenders’

interest in the Real Estate and shall protect the Lenders’ interest in the

Brattleboro Collateral and Inventory and any payments to be made under such

policies.  All original certificates of

Insurance, policies or true copies thereof are to be delivered to the Agent,

premium prepaid, with the loss payable endorsement in the Agent’s favor for the

benefit of the Lenders, and shall provide for not less than thirty (30) days

prior written notice to the Agent of the exercise of any right of cancellation.




 




In addition to the

foregoing, FiberMark Office will maintain Business Interruption and

Comprehensive Boiler and Machinery Insurance in form and




 




20





























 




amounts and with insurers

acceptable to the Agent.  In addition,

Workman’s Compensation Insurance in amounts required by applicable law and in

form acceptable to the Agent shall be maintained in connection with the

Brattleboro Collateral and Inventory.




(b)           Each Corporate Obligor will maintain,

with financially sound and reputable companies, acceptable to the Agent,

insurance policies (i) insuring such Corporate Obligor, the Agent and the

Lenders against Comprehensive General Liability and auto liability, liability

for personal injury and property damage relating to the Inventory of such

Corporate Obligor and (ii) insuring the Inventory of such Corporate Obligor

against all risk of loss by fire, explosion, theft and auto

comprehensive/collision, and such other casualties as may be reasonably

satisfactory to the Agent, such policies to be in such amounts and on such

terms as the Agent shall reasonably require. 

All policies covering the Inventory of each such Corporate Obligor are,

subject to the rights of any holders of Permitted Encumbrances holding claims

senior to the Lenders, to be made payable to the Agent for the benefit of the

Lenders, in case of loss, under a standard non contributory “lender” or

“secured party” clause and are to contain such other provisions as the Lenders

may require to fully protect the Lenders’ interest in the Inventory of such

Corporate Obligor and any payments to be made under such policies.  All original certificates of Insurance,

policies or true copies thereof are to be delivered to the Agent, premium prepaid,

with the loss payable endorsement in the Agent’s favor for the benefit of the

Lenders, and shall provide for not less than thirty (30) days prior written

notice to the Agent of the exercise of any right of cancellation.




 




In addition to the

foregoing, each such Corporate Obligor will maintain Business Interruption and

Comprehensive Boiler and Machinery Insurance in form and amounts and with

insurers acceptable to the Agent.  In

addition, Workman’s Compensation Insurance in amounts required by applicable

law and in form acceptable to the Agent shall be maintained in connection with

the Inventory of each such Corporate Obligor.




 




(c)           Each Borrower shall maintain with

financially sound and reputable companies, acceptable to the Agent, insurance

policies insuring the Financed Equipment and Converting Facilities Equipment

against all risk of loss by fire, explosion, theft and auto

comprehensive/collision, and such other casualties as may be reasonably

satisfactory to the Agent, such policies to be in such amounts and on such

terms as the Agent shall reasonably require. 

All policies covering the Financed Equipment and Converting Facilities

Equipment are to be made payable to the Agent for the benefit of the Lenders,

in case of loss, under a standard non-contributory “mortgage”, “lender” or

“secured party” clause and are to contain such other provisions as the Lenders

may require to fully protect the Lenders’ interest in the Financed Equipment

and Converting Facilities Equipment and shall protect the Lenders’ interest in

the Financed Equipment and Converting Facilities Equipment and any payments to

be made under such policies.  All

original certificates of Insurance, policies or true copies thereof are to be

delivered to the Agent, premium prepaid, with the loss payable endorsement in

the Agent’s favor for the benefit of the




 




21





























 




Lenders, and shall

provide for not less than thirty (30) days prior written notice to the Agent of

the exercise of any right of cancellation.




 




(d)           At the request of FiberMark or if any

Obligor fails to maintain such insurance, the Agent may arrange for such

insurance, but at the applicable Obligor’s expense and without any

responsibility on the Lenders’ part for: 

obtaining the insurance, the solvency of the insurance companies, the adequacy

of the coverage, or the collection of claims. 

Upon the occurrence and during the continuance of an Event of Default,

the Agent shall, subject to the rights of any holders of Permitted Encumbrances

holding claims senior to the Lenders, have the sole right, in the name of the

Agent for the benefit of the Lenders or the applicable Obligor, to file claims

under any insurance policies, to receive, receipt and give acquittance for any

payments that may be payable thereunder, and to execute any and all endorsements,

receipts, releases, assignments, reassignments or other documents that may be

necessary to effect the collection, compromise or settlement of any claims

under any such insurance policies.




 




In the event of any loss

or damage by fire or other casualty, insurance proceeds relating to Inventory

shall first reduce all the outstanding Revolving Credit Loans and then be paid

to the Agent to be held as cash collateral pending repair, restoration or

replacement of the insured property pursuant to the provisions below.  In the event of any loss or damage by fire

or other casualty related to the Financed Equipment or Converting Facilities

Equipment, insurance proceeds relating thereto shall at the election of the Agent,

in its sole and absolute discretion, either (i) reduce the outstanding Capex

Loans or (ii) be held as cash collateral pending repair, restoration or

replacement of the Financed Equipment or Converting Facilities Equipment, as

applicable, pursuant to the provisions below.




 




(1)           Brattleboro Collateral.  In the event any part of the Brattleboro

Collateral is damaged by fire or other casualty and the insurance proceeds for

such damage or other casualty (the “Proceeds”) is less than or equal to One

Hundred Thousand Dollars ($100,000), the Agent shall promptly apply such

Proceeds to reduce the outstanding balances of all the Revolving Credit Loans.




 




As long as no Event of

Default shall have occurred and be continuing, FiberMark Office has sufficient

business interruption insurance to replace the lost profits of any of its

facilities, and the Proceeds are in excess of One Hundred Thousand Dollars

($100,000), FiberMark Office may elect (by delivering written notice to the

Agent) to repair or restore the Brattleboro Collateral to substantially the

equivalent condition prior to such fire or other casualty as set forth herein,

or to replace the same with substantially the equivalent or functionally

equivalent Real Estate or Equipment.  If

FiberMark Office does not, or cannot, elect to use the Proceeds as set forth

above, the Agent may, subject to the rights of any holders of Permitted

Encumbrances holding claims senior to the Lenders and the Agent, apply the

Proceeds to the payment of the Obligations in such manner and in such order as

the Agent may reasonably elect.




 




22





























 




If FiberMark Office

elects to use the Proceeds for the repair, replacement or restoration of any

Real Estate or Equipment, and there is then no Event of Default, (a) proceeds

on Equipment and Real Estate in excess of One Hundred Thousand Dollars

($100,000) will be applied to the reduction of the Revolving Credit Loans, and

(b) the Agent may set up a reserve against Availability for an amount equal to

the amount of proceeds so allocated to the Revolving Credit Loans.  The reserves will collectively be reduced

dollar for dollar upon receipt of non cancelable executed purchase orders,

delivery receipts or contracts for the replacement, repair or restoration of

Equipment or the Real Estate and disbursements in connection therewith, such

reduction to be allocated between FiberMark Office’s reserve in such

proportions as the Agent shall determine. 

Prior to the commencement of any restoration, repair or replacement of

Real Estate, FiberMark Office shall provide the Agent with a restoration plan

and a total budget certified by the chief executive officer and chief financial

officer of FiberMark Office, and, if the total budget exceeds One Million

Dollars ($1,000,000), also certified by an independent third party experienced

in construction costing.  If there are

insufficient proceeds to cover the cost of restoration as so determined,

FiberMark Office shall be responsible for the amount of any such insufficiency

prior to the commencement of restoration and shall demonstrate evidence of such

before the reserve will be reduced. 

Completion of restoration shall be evidenced by a final, unqualified

certification of the design architect employed, if any, but only if the cost of

restoration exceeded One Million Dollars ($1,000,000); an unconditional

certificate of occupancy, if applicable; such other certification as may be

required by law; or if none of the above is applicable, a written good faith

determination of completion by the chief executive officer and chief financial

officer of FiberMark Office as the case may be (herein collectively the

“Completion”).  Upon Completion, any

remaining reserves as established hereunder will be automatically released.




 




(2)           Financed Equipment and Converting

Facilities Equipment.  In the event

any part of the Financed Equipment or Converting Facilities Equipment is

damaged by fire or other casualty, the insurance proceeds for such damage or

other casualty (the “Capex Insurance Proceeds”), shall, at the Borrowers’

election if no Default or Event of Default exists and otherwise in the Agent’s

sole and absolute discretion, either be (i) applied to reduce the outstanding

balance of the related Capex Loan (with any excess Capex Insurance Proceeds

applied to the outstanding balance of the Revolving Credit Loans) or (ii) held

by the Agent as cash collateral pending repair, restoration or replacement of

the Financed Equipment or Converting Facilities Equipment, as applicable,

pursuant to the provisions below.  If

the Agent elects to proceed under clause (i) of the immediately preceding

sentence and if the Capex Insurance Proceeds are insufficient to pay in full

the outstanding balance of the applicable Capex Loan, then the applicable

Borrower shall concurrently pay to the Agent the additional amounts required to

pay in full the outstanding balance of the applicable Capex Loan.




 




If the Agent has elected

to hold the Capex Insurance Proceeds as cash collateral and so long as no Event

of Default shall have occurred and be continuing,




 




23





























 




the applicable Borrower

may repair or restore the Financed Equipment or Converting Facilities

Equipment, as applicable, to substantially the equivalent condition prior to

such fire or other casualty as set forth herein, or to replace the same with

substantially the equivalent or functionally equivalent Financed Equipment or

Converting Facilities Equipment, as applicable.  If the applicable Borrower does not, or cannot, use the Capex

Insurance Proceeds as set forth above, the Agent shall apply the Capex

Insurance Proceeds to the payment of the related Capex Loan (with any excess

Capex Insurance Proceeds applied to the outstanding balance of the Revolving

Credit Loans) and the applicable Borrower shall concurrently pay to the Agent

any additional amounts required to pay in full the outstanding balance of the

applicable Capex Loan.




 




If the Agent has elected

to hold the Capex Insurance Proceeds as cash collateral and if there is then no

Event of Default, the Agent shall disburse the Capex Insurance Proceeds on a

dollar-for-dollar basis upon receipt of non-cancelable executed purchase

orders, delivery receipts or contracts for the replacement, repair or

restoration of the applicable Financed Equipment or Converting Facilities

Equipment.




 




All policies of insurance

required under the provisions of this Section 9.07 shall contain (a) an

endorsement by the insurer that any loss shall be payable in accordance with

the terms of such policy notwithstanding any act or negligence of any Obligor

that might otherwise give rise to a defense by the insurer to its payment of

such loss, and (b) a waiver by the insured of all rights of subrogation to any

rights of the additional insureds against the applicable Obligor, and (c) a

disclaimer of all rights of setoff, counterclaim or deduction against the

insureds other than the applicable Obligor. 

The applicable Obligor shall not take out separate insurance concurrent

in form or contributing in the event of loss with that required by this Financing

Agreement unless the same shall contain a standard non-contributory lender’s

loss payable endorsement in scope and form approved by the Required Lenders

prior to the Closing Date with loss payable to the Agent for the benefit of the

Lenders as its interests may appear. 

All retentions and deductibles under policies where the Agent is loss

payee shall be the sole responsibility of the applicable Obligor maintaining

such policies subject to the Lenders’ approval.




 




Without limiting any of

the foregoing, each of the insurance policies required by this Section 9.07

which is required to name the Agent in its capacity as agent for each of the

Lenders, as an additional insured thereunder shall provide:




 




(a)  that no cancellation, reduction in amount or

material change in coverage thereof shall be effective until at least thirty

(30) days after receipt by the Agent of written notice thereof;




 




(b)  that the interests of Agent and each of the

Lenders will be insured regardless of any breach by any Obligor or any other

Person of any warranties, declarations or conditions contained therein; and




 




24





























 




(c)  that neither Agent nor any of the Lenders

shall have any obligation or liability for premiums, commissions, assessments

or calls in connection with such insurance.




 




On or before the Closing

Date (or, with respect to (y) Financed Equipment, the relevant funding date of

the Capex Loan related to such Financed Equipment and (z) Converting Facilities

Equipment, the funding date of the Initial Capex Loan) and prior to each policy

expiration thereafter, each Obligor shall deliver to the Agent an original

certificate or binder signed by the insurer or its duly authorized

representative showing the insurance then maintained by such Obligor pursuant

to this Section 9.07, and stating that such insurance complies with the terms

of this Section 9.07, together with evidence that payment of the premiums on

such insurance is current.  Each Obligor

shall effect such changes in the form (but not the amount or types) of the

policies required pursuant to this Section 9.07, as may be required by the

Agent, provided such changes (a) are commercially available at reasonable

rates, which determination shall be made by Agent and (b) the effect of such

changes by FiberMark Office would not result in a violation of the provisions

of the Mortgage.




 




2.13                        Amendments

to Sections 10.05 and 10.06.  Each reference to “Section 9.07” set forth in

Sections 10.05 and 10.06 is hereby corrected to read “Section 9.10”.




 




2.14                        Amended

and Restated Section 12.01(a) of the Financing Agreement.  Section

12.01(a) of the Financing Agreement is hereby amended and restated to read in

its entirety as set forth below:




 




(a)           failure of any Obligor to pay any of

its Obligations within five (5) business days of the due date thereof, provided

that nothing contained herein shall prohibit the Agent from charging such

amounts to any Obligor’s loan account on the due date thereof and such amount

shall be deemed to be a Revolving Credit Loan (if the Agent so charges such

Obligor’s loan account, no Event of Default relating to non-payment of

Obligations will be deemed to have occurred) and, provided  further,

that if the Agent chooses not to charge such amounts to an Obligor’s loan account

on the due date thereof, the Agent shall so notify the Obligor and the Obligor

shall have five (5) days from the date it receives such notice to pay such

Obligations;




 




2.15                        Schedule

1.01A of the Financing Agreement.  Schedule 1.01A attached hereto is hereby

inserted into the Financing Agreement as Schedule 1.01A.




 




3.                                      Execution

of Loan Documents by FiberMark Office Products, LLC.  Certain Loan Documents to which FiberMark

Office Products, LLC, a Vermont limited liability company (“FiberMark

Office”), is a party have been executed on behalf of FiberMark

Office by FiberMark, Inc., identified as the sole member of FiberMark

Office.  FiberMark Office acknowledges

that, on December 18, 1997, FiberMark, Inc. conveyed its interest in FiberMark

Office to FiberMark Filter and Technical Products, Inc. (“FiberMark Filter”), and

FiberMark Office acknowledges and agrees that it intended to execute, and to be

bound by, all of the Loan Documents that have been




 




25





























 




executed on its behalf by FiberMark, Inc., and hereby

ratifies and confirms the execution and delivery of such Loan Documents and the

grants of security interests and liens set forth therein and all actions taken

by FiberMark Office thereunder or otherwise in connection therewith.  All such Loan Documents executed on behalf

of FiberMark Office by FiberMark, Inc. shall be deemed to have been properly

executed by FiberMark Office.




 




4.                                      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:




 




4.1          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; or (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.




 




4.2          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.




 




4.3          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.




 




4.4          After giving effect to this Amendment, no Event of

Default or Default has occurred and is continuing.




 




4.5          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.




 




5.                                      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 Capex Loans incurred by any other Obligor

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

Obligation.




 




26





























 




6.                                      Miscellaneous.




 




6.1                               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.




 




6.2                               Loan

Document.  This Amendment shall be a Loan Document for all purposes.




 




6.3                               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.




 




6.4                               Severability;

Section Headings.




 




6.4.1       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.




 




6.4.2       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.




 




6.5                               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 ]




27





























 




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 first 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 NORTH

  AMERICA, INC.,


  	 

	

   


  	

  a Delaware corporation,


  	 

	

   


  	

  formerly known as FiberMark Filter and Technical

  Products, Inc.


  	 

	

   


  	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	

   


  	 

	

   


  	

  By


  	

    /s/ Bruce Moore


  	

   


  	 

	

   


  	

   


  	

  Name: 


  	

    Bruce Moore


  	

   


  	 

	

   


  	

   


  	

  Title: 


  	

      Vice President


  	

   


  
	

   


  	

   


  	

   


  	

   


  	 

	

   


  	

  FIBERMARK

  OFFICE PRODUCTS, LLC,


  	 

	

   


  	

  a Vermont limited liability company


  	 

	

   


  	

   


  	

   


  	

   


  	 

	

   


  	

  BY


  	

  FIBERMARK

  NORTH AMERICA, INC.,


  	 

	

   


  	

   


  	

  its sole Member


  	 

	

   


  	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

  By


  	

  /s/ Bruce Moore


  	

   


  	 

	

   


  	

   


  	

   


  	

  Name: 


  	

    Bruce Moore


  	

   


  	 

	

   


  	

   


  	

   


  	

  Title: 


  	

      Vice President


  	

   


  	 

											





 




28





























 




	

   


  	

  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/ Edward M. Alt


  	

   


  
	

   


  	

   


  	

  Name: 


  	

    Edward M. Alt


  	

   


  
	

   


  	

   


  	

  Title: 


  	

      Vice President


  	

   


  
							





 




29





























 




SCHEDULE 1.01A




 




Converting

Facilities Equipment Located at


7740 West Street


Lowville, New York




 




	

  Qty


  	

   


  	

   


  
	

   


  	

   


  	

  Laminating

  Department


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Specially Manufactured

  60”W Laminator; (Complete Line Refurbished In 2001); 60 Yards/Minute Maximum

  Operating Speed, To Include:


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Specially Manufactured

  Unwind Stand; 44”D x 60”W Maximum Roll Capacity


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Specially Manufactured

  60”W Automatic Tension

  Roll Stand; with Fife Web Guide


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Specially Manufactured Glue Application Stand; with

  Dip Pan; 7”D x 64”W Glue Applicator Roll; 14”D x 60”W Rubber Backing Roll;

  (2) Nip Rolls; and Variable-Speed Controls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Specially Manufactured

  Unwind Stand; 44”D x 60”W Roll Capacity, Powered; with Fife Web Guide


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Can Drying Section,

  (1993); with (2) 36”D x 64”W Hot Water Heated Drying Cans, Driven


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Waldron Hartig Rewinder,

  (1975); 44”D x 60”W Maximum Wind-Up Roll; with Automatic Tension Controls;

  and Fife Web Guide


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Coffing 2-Ton Chain Hoist; Pendant Controlled; with Roll Lift


  
	

   


  	

   


  	

  (2)


  	

   


  	

  Budgit 2-Ton Chain Hoists; Pendant Controlled; Each with Roll Lift


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Controls


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Coating Department


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Rogers Machine 60”W Coating Line, Asset #2, (1999);

  60 Yards/Minute Maximum Operating Speed, Single Sided, To Include:


  
	

   


  	

   


  	

   


  	

  (1)        Therioult

  Unwind Stand; 44”D x 64”W Maximum Roll Capacity; with Automatic Brake

  Tensioner; and Fife Web Guide


  
	

   


  	

   


  	

   


  	

  (1)        Rogers

  Machine 64”W Coating Applicator Stand; Meyer Rod Type; with Steel Covered

  Roll


  
	

   


  	

   


  	

   


  	

  (1)        J.R.

  Greene Natural Gas Fired Drying Oven; 450°F Maximum Operating Temperature,

  2-Zone, Estimated 8’W x 50’L; with Steel Roller Powered Feed Through Conveyor


  
	

   


  	

   


  	

   


  	

  (1)        Specially

  Manufactured Chill Roll Stand; with (2) 19”D x 70”W Water Cooled Chill Rolls


  
	

   


  	

   


  	

   


  	

  (-)        Therioult

  Automatic Tensioning Rolls


  
	

   


  	

   


  	

   


  	

  (1)        Rogers

  Machine 64”W Coating Applicator Stand; Meyer Rod Type;


  
						





 




30





























 




	

  Qty


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  with

  Rubber Applicator Roll


  
	

   


  	

   


  	

   


  	

  (1)        Coffing

  2-Ton Chain Hoist; Pendant Controlled; with Lift Bar


  
	

   


  	

   


  	

   


  	

  (1)        J.R.

  Greene Natural Gas Fired Drying Oven; 450°F Maximum Operating Temperature,

  2-Zone, Estimated 8’W x 50’L; with Steel Roller Powered Feed Through Conveyor


  
	

   


  	

   


  	

   


  	

  (-)        Therioult

  Automatic Tensioning Rolls


  
	

   


  	

   


  	

   


  	

  (1)        Rogers

  Machine Chill Roll Stand; with (2) 19”D x 70”W Water Cooled Chill Rolls


  
	

   


  	

   


  	

   


  	

  (1)        Specially

  Manufactured Backwetting Stand; 64”W; with Rotogravure Roll; and Tensioning

  Rolls


  
	

   


  	

   


  	

   


  	

  (1)        John

  Berduin Machine 40-Ton Calender, S/N 765-A-8155; 60”W; with (3) 14”D x 64”W

  Steel Covered Rolls; and Pressure Controls


  
	

   


  	

   


  	

   


  	

  (1)        Rogers

  Machine Chill Roll Stand; with (2) 19”D x 70”W Water Cooled Chill Rolls


  
	

   


  	

   


  	

   


  	

  (1)        Therioult

  Surface-Type Rewind Stand; Powered, 44”D x 60”W Maximum Roll Capacity


  
	

   


  	

   


  	

   


  	

  (-)        Controls


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Rogers Machine 60”W Coating Line, Asset #8, (2000);

  60 Yards/Minute Maximum Operating Speed, Single Sided, To Include:


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Therioult

  Unwind Stand; 44”D x 60”W Maximum Roll Capacity; with Automatic Brake

  Tensioner; and Fife Web Guide


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Rogers

  Machine 64”W Coating Applicator Stand; Meyer Rod Type; with Steel Covered

  Roll


  
	

   


  	

   


  	

  (1)


  	

   


  	

  J.R.

  Greene Natural Gas Fired Drying Oven; 450°F Maximum Operating Temperature,

  2-Zone, Estimated 8’W x 50’L; with Steel Roller Powered Feed Through Conveyor


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Rogers

  Machine Chill Roll Stand; with (2) 19”D x 70”W Water Cooled Chill Rolls


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Therioult

  Automatic Tensioning Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Rogers

  Machine 64”W Coating Applicator Stand; Meyer Rod Type; with Steel Covered

  Roll


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Coffing

  2 Ton Chain Hoist; Pendant Controlled; with Lift Bar


  
	

   


  	

   


  	

  (1)


  	

   


  	

  J.R.

  Greene Natural Gas Fired Drying Oven; 450°F Maximum Operating Temperature,

  2-Zone, Estimated 8’W x 50’L; with Steel Roller Feed Through Conveyor


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Therioult

  Automatic Tensioning Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Rogers

  Machine Chill Roll Stand; with (2) 19”D x 70”W Water Cooled Chill Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Specially

  Manufactured Backwetting Stand; 64”W; with Rotogravure Roll; and Tensioning

  Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Rogers

  Machine Chill Roll Stand; with (2) 19”D x 70”W Water Cooled Chill Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Therioult

  Surface-Type Rewind Stand; Powered, 44”D x 60”W Maximum Roll Capacity


  





 




31





























 




	

  Qty


  	

   


  	

   


  
	

   


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Controls


  
	

   


  
	

  1-


  	

   


  	

  Magnat 62”W Coating Line,

  Asset #11, (1977); 135 Yards/Minute Maximum Operating Speed, 2 Sided Coating,

  To Include:


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Magnat

  2-Position Unwind Stand; 60”D x 70”W Roll Capacity; with (2) Powered

  Unwinders, Automatic Brake Tensioner; Automatic Flying Cut-Off Splicer;

  Displacing Head; and Tensioning Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Magnat

  Coating Applicator Stand; 64”W, Meyer Rod Type; with Tensioning Rolls


  
	

   


  	

   


  	

   


  	

   


  	

  (1)        Magnat

  Drying Oven; Top and Bottom Dual-Entry Type, 350°F Maximum Operating

  Temperature, 2-Zone; with Electric Infrared Heaters; Steam Heated Coils, Hot

  Air; Powered Roller Feed Through Conveyor; and Temperature Controls


  
	

   


  	

   


  	

   


  	

   


  	

  (1)        Magnat

  Chill Roll Stand; with 12”D x 64”W Water Cooled Chill Roll


  
	

   


  	

   


  	

   


  	

   


  	

  (1)        Turn

  Bar Station; with (2) 120”L 90° Turn Bars; and Blower


  
	

   


  	

   


  	

   


  	

   


  	

  (1)        Magnat

  64”W Coating Application Stand; Meyer Rod Type; with Tensioning Rolls


  
	

   


  	

   


  	

   


  	

   


  	

  (-)        Automatic

  Tensioning Rolls


  
	

   


  	

   


  	

   


  	

   


  	

  (1)        Fife

  Web Guide


  
	

   


  	

   


  	

   


  	

   


  	

  (1)        Magnat

  Backwet Station; 64”W


  
	

   


  	

   


  	

   


  	

   


  	

  (1)        Thermo

  Web Systems Steam Foil Stand; 64”W


  
	

   


  	

   


  	

   


  	

   


  	

  (1)        Magnat

  2-Position Unwind Stand; 70”W; with Powered Slate Roll; (2) Unwind Stations;

  and Automatic Flying Cut-Off Splicer


  
	

   


  	

   


  	

   


  	

   


  	

  (1)        Roll

  Outfeed Shuttle-Type Conveyor; with Outfeed Ramp, Estimated 6’W x 45’L; and

  Toledo Model 8136 Floor Scale, 48” x 48” Platform


  
	

   


  	

   


  	

   


  	

   


  	

  (1)        Shaw

  Box 3-Ton Cable Hoist; Pendant Controlled; with Roll Lift


  
	

   


  	

   


  	

   


  	

   


  	

  (-)        Controls


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Specially Manufactured 58”W Coating Line, Asset #12;

  (Components Estimated 1960 To Mid 1995), 50 Yards/Minute Maximum Operating

  Speed, 2-Sided Coating, 3-Pass, To Include:


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Stanford Model T0-40-M

  Dual Turret Unwinder, S/N 565-2303; 450 Feet/Minute Maximum Operating Speed,

  44”D x 60”W Maximum Roll Capacity


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Splice On The Fly Roll

  Change Unit; 64”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Specially Manufactured

  Coating Application Stand; 64”W, Meyer Rod Type


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Steam Coil-Type Drying

  Oven; Dual Pass, 64”W Capacity, Estimated 6’W x 40’L, 290°F Maximum Operating

  Temperature, 2-Zone; with Steel Roll Powered Feed Through Conveyor


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Specially Manufactured

  Coating Applicator; (Water Base Top Coat), 64”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Festoon Box; with (3) Top

  Rolls; and (3) Bottom Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Glenro Electric IR Dryer,

  (1996); with Controls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  AccuGuide Electronic Web

  Guide


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Specially Manufactured

  64”W Coating Application Stand; Meyer Rod Type


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Chill Roll Stand; with (2)

  20”D x 64”W Water Cooled Chill Rolls


  





 




32





























 




	

  Qty


  	

   


  	

   


  
	

   


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Web Guide


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Chill Roll Stand; with

  12”D x 64”W Water Cooled Chill Roll


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Surface-Type Rewinder;

  Powered, 44”D x 62”W Maximum Roll Capacity


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Budgit 2-Ton Chain Hoist;

  Pendant Controlled; with Roll Lift


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Controls


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Rogers Machine 58”W Direct

  Gravure Printing Press, Asset #4, (2000); 60 Yards/Minute Maximum Operating

  Speed, Single Color, Single-Sided Printing, To Include:


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Therioult Surface-Type

  Unwinder; 44”D x 60”W Maximum Roll Capacity


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Therioult Tensioning Roll

  Stand; with Fife Web Guide


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Rogers Machine Printing

  Unit; 60”W, Direct Gravure Type; with Rubber Covered Nip Roll; Spare Aqueous

  Knife Coating Unit, 2-Tone, Spanish Type; and 24 Spare Patterned Gravure

  Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  J.R. Greene Natural Gas

  Drying Oven; 400°F Maximum Operating Temperature, 2-Zone; with Powered Roller

  Feed Through Conveyors


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Rogers Machine Chill Roll

  Stand; with (2) 16”D x 64”W Water Cooled Chill Rolls, Powered


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Dahlgren Model LAS62JR

  Mini Backwetting Stand, S/N 300-84, (1984); 65”W; with (2) 6”D x 65”W Rubber

  Rolls; and 6”D x 65”W Steel Roll


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Tensioning Roll Stand;

  65”W; with Fife Web Guide


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Therioult Surface-Type

  Rewinder; Powered, 44”D x 60”W Maximum Roll Capacity


  
	

   


  	

   


  	

  (2)


  	

   


  	

  Coffing 2-Ton Chain

  Hoists; Pendant Controlled; Each with Roll Lift Bar


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Controls


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Embossing Department


   


  
	

  1-


  	

   


  	

  Fadows Machine Works 58”W

  Embosser, Asset #4; (Estimated 1960s); 70 Yards/Minute Maximum Operating

  Speed; with Surface-Type Unwind Stand, Manual, with Automatic Brakes, and

  Fife Web Guide; 18”D x 60”W Rubber Covered Powered Pressure Roll; Embossing

  Roll, 225°F Maximum Operating Temperature; Chill Roll; Budzar Heat Exchanger,

  225°F Maximum Operating Temperature; IR Heater; and Surface-Type Rewind

  Stand, 60”W, Powered


   


  
	

  1-


  	

   


  	

  Fadows Machine Works 58”W

  Embosser, Asset #7; (Estimated 1960s); 83 Yards/Minute Maximum Operating

  Speed; with Surface-Type Unwind Stand, Manual, with Automatic Brakes, and

  Fife Web Guide; 18”D x 60”W Rubber Covered Powered Pressure Roll; Embossing

  Roll, 225°F Maximum Operating Temperature; Chill Roll; Budzar Heat Exchanger,

  225°F Maximum Operating Temperature; and Surface-Type Rewind Stand, 60”W,

  Powered


   


  
	

  1-


  	

   


  	

  Fadows Machine Works 58”W Embosser, Asset #8;

  (Estimated 1960s); 53 Yards/Minute Maximum Operating Speed; with Surface-Type

  Unwind Stand, 


   


  





 




33





























 




	

  Qty


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Manual, with Automatic

  Brakes, and Fife Web Guide; 18”D x 60”W Paper Backing Rubber Covered Powered

  Pressure Roll; Embossing Roll, 250°F Maximum Operating Temperature; Chill

  Roll; and Surface-Type Rewind Stand, 60”W, Powered


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Fadows Machine Works

  58”W Embosser, Asset #10; (Estimated 1960s); 70 Yards/Minute Maximum

  Operating Speed; with Surface-Type Unwind Stand, Manual, with Automatic Brakes,

  and Fife Web Guide; 18”D x 60”W Rubber Covered Powered Pressure Roll;

  Embossing Roll, 225°F Maximum Operating Temperature; Chill Roll; IR Heater;

  and Surface-Type Rewind Stand, 60”W, Powered


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Fadows Machine Works 58”W Embosser, Asset #9; (Estimated

  1960s); 75 Yards/Minute Maximum Operating Speed; with Surface-Type Unwind

  Stand, Manual, with Friction Brake, and Fife Web Guide; 18”D x 60”W Rubber

  Covered Powered Pressure Roll; Embossing Roll, 250°F Maximum Operating

  Temperature; Chill Roll; Surface-Type Rewind Stand, 60”W, Manual; and

  Friction Brake


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Fadows Machine Works 58”W Embosser, Asset #5;

  (Estimated 1960s); 80 Yards/Minute Maximum Operating Speed; with Surface-Type

  Unwind Stand, Manual, with Friction Brake, and Fife Web Guide; 18”D x 60”W

  Rubber Covered Powered Pressure Roll; Embossing Roll, 225°F Maximum Operating

  Temperature; Chill Roll; Budzar Heat Exchanger, 225°F Maximum Operating

  Temperature; and Surface-Type Rewind Stand, 60”W, Powered


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Johnstone Model RTE4

  58”W Embosser, S/N 32235, Asset #6; (Refurbished In 1995), Custom Built, 100

  Yards/Minute Maximum Operating Speed; with 60”W Powered Unwind Stand, with

  Automatic Tensioners, and Secondary Friction Brake; Embossing Station, 60”W,

  with 4-Position Turret-Type Embossing Roll Changer, Steam Heated, 250°F

  Maximum Operating Temperature; 20”D x 60”W Rubber Covered Pressure Roll; and

  Powered 60”W Forward and Reverse Rewind Stand


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Sheeting

  Department


   


  
	

  1-


  	

   


  	

  Maxson Model 5664M 60” Precision Sheeter, S/N

  Unknown, Asset #2, (1997); 300 Feet/Minute Maximum Operating Speed, 60” x 54”

  Maximum Cut Size, 10.875” Minimum Sheet Length, 7 Maximum Slits Across, 3” to

  6” Core Sizes, 46” Maximum Pile Height, To Include:


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Unwind Stand; Powered, 44”D x 70”W Roll Capacity


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Inspection Station; with Lighting


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Decurler Stand; with Slitting Station, Double Fly

  Knife-Type, 60”W Capacity, 9 Knife Capability; with Automation Defect

  Rejection System; and Edge Trimmers


  
	

   


  	

   


  	

  (6)


  	

   


  	

  Tabbers


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Takeoff Conveyor Section


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Automatic Stacker; 34” x 64” Platform, 46” Maximum

  Pile Height, Vibrating Stacker Type


  





 




34





























 




	

  Qty


  	

   


  	

   


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Controls; with Automatic Sheet and Rejection Count


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Strachen Henshaw Model 1700DK 60” Sheeter, S/N

  3C23-01, (1996); 1,000 Feet/Minute Maximum Operating Speed, 60” Maximum Web

  Width, 48” Maximum Sheet Length, 60” x 48” Maximum Cut Size, 11” x 12”

  Minimum Cut Size, 46” Maximum Pile Height, 3” to 6” Core Sizes, (4) Maximum

  Slits Across, To Include:


  
	

   


  	

   


  	

  (1)


  	

   


  	

  60”W Unwind Stand; with

  Automatic Tensioner


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Fife Web Guide


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Automatic Decurler

  System


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Sheeter Section;

  Single-Fly Knife Type, 6-Knife Blade Capability; with Edge Trimmers; and

  Automatic Defect Rejection System


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Take-Away Conveyor

  Section


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Automatic Stacker; 46”

  Pile Height, 66” x 75” Platform, Vibrating Type, Automatic Drop Capability


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Controls, with

  Automatic Defect and Sheet Counting


  





 




35





























 




Converting

Facilities Equipment Located at


45 North Fourth Street


Quakertown, Pennsylvania




 




	

  Qty


  	

   


  	

   


  
	

   


  	

   


  	

  Finishing

  Department


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Shanks Model Unknown 64”W

  Slitter/Rewinder, Asset #3; (Estimated Mid 1970s), 300 Yards/Minute Maximum

  Operating Speed, 50” Maximum Unwind Roll Diameter, 40” Maximum Wind-Up Roll

  Diameter, 3” Minimum Wind-Up Roll Diameter; with Dusenbery 64”W Unwind Stand;

  Rewind Station; (2) Trimming Blades, 19” Minimum Slitting Width; and Web

  Tension/BrakeVariable-Speed Controls


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Dusenbery Model 840-XY 62”W

  Slitter/Rewinder, S/N 52700, Asset #4, (1967); 300 Yards/Minute Maximum

  Operating Speed, 50” Maximum Roll Unwind Diameter, 40” Maximum Wind-Up Roll

  Diameter, 3” Minimum Wind-Up Roll Diameter; with Dusenbery 62”W Unwind Stand;

  (2) Trimming Blades; Rewind Stand; and Web Tension/Brake/Variable-Speed

  Controls


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Dusenbery Model 840-XAL

  84”W Slitter/Rewinder, S/N 56077, Asset #5, (1970); 300 Yards/Minute Maximum

  Operating Speed, 50” Maximum Roll Unwind Diameter, 50” Maximum Wind-Up Roll

  Diameter, 3” Minimum Wind-Up Roll Diameter; with Dusenbery 84”W Unwind Stand;

  (2) Trimming Blades; Rewind Stand; and Web Tension/Brake/Variable-Speed

  Controls


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Dusenbery Model 840-AL

  84”W Slitter/Rewinder, S/N 57873, Asset #6, (1979); 400 Yards/Minute Maximum

  Operating Speed, 50” Maximum Roll Unwind Diameter, 50” Maximum Wind-Up Roll

  Diameter, 3” Minimum Wind-Up Roll Diameter; with Dusenbery 84”W Unwind Stand;

  (2) Trimming Blades; Rewind Stand; and Web Tension/Brake/Variable-Speed

  Controls


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Cameron Model 26 48”W

  Slitter, Asset #1; (Estimated Early 1970s), 100 Yards/Minute Maximum

  Operating Speed, 45” Maximum Unwind Roll Diameter, 18” Maximum Wind-Up Roll

  Diameter, 1-1/2” Minimum Slit Width, Accurate to 1/64”; with 48”W Unwind

  Stand; Slitting Blades; 2-Position Rewind Station; and Variable-Speed

  Controls


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Shanks Model 521-30 54”W

  Slitter, Asset #4, (1992); 100


  





 




36





























 




	

  Qty.


  
	

   


  	

   


  	

  Yards/Minute Maximum

  Operating Speed, 45” Maximum Unwind Roll Diameter, 30” Maximum Wind-Up Roll

  Diameter, 1-1/2” Minimum Slit Width, Accurate to 1/64”; with 54”W Unwind

  Stand; Slitting Blades; 2-Position Rewind Station; and Variable-Speed

  Controls


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Shanks Model 521 54”W

  Slitter, Asset #3; (Estimated Early 1980s), 100 Yards/Minute Maximum

  Operating Speed, 45” Maximum Unwind Roll Diameter, 30” Maximum Wind-Up Roll

  Diameter, 1-1/2” Minimum Slit Width, Accurate to 1/64”; with 54”W Unwind

  Stand; Slitting Blades; 2-Position Rewind Station; and Variable-Speed

  Controls


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Cameron Model 28-3D 60”W Slitter, Asset #2;

  (Estimated Early 1970s), 100 Yards/Minute Maximum Operating Speed, 45”

  Maximum Unwind Roll Diameter, 30” Maximum Wind-Up Roll Diameter, 1-1/2”

  Minimum Slit Width, Accurate to 1/64”; with 60”W Unwind Stand; Slitting Blades;

  2-Position Rewind Station; and Variable-Speed Controls


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  BF Perkins 62”W Calender, S/N H-5304-81, (1981);

  1,000 Feet/Minute Maximum Operating Speed, 2,000 Lbs./Linear Inch, 3-Roll

  Stack Type, Double Nip, 52” Maximum Unwind Roll Diameter, 48” Maximum Wind-Up

  Roll Diameter, Single or Double Roll Nipping; with 62”W Unwind Stand; Tension

  Roll; 20”D x 62”W Upper and Lower Nip Rolls, Steel Covered, Hot Oil Heated,

  325°F Maximum Operating Temperature; 23”D x 62”W Center Calender Roll, Nylon

  Covered, 350°F Maximum Operating Temperature, Hot Oil Heated; Outfeed

  Tensioning Rolls; and BF Perkins 62”W Rewind Stand; (Built To Add 4th Roll;

  Currently Used As 3-Roll)


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Beck 60”W Sheeter, S/N 2514; (Estimated 1970s), 100

  Sheets/Minute Maximum Operating Speed, 12” to 70” Minimum to Maximum Sheet

  Length Capacity; with 60”W Unwind Stand; Slitting and Cutting Station;

  Outfeed Conveyor; Outfeed Table; and Variable-Speed Controls


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Brackett Model RFES 27-1/2”W End Sheeter, S/N P194,

  Asset #2; Estimated 200 Sheets/Minute Maximum Operating Speed; with (2) 28”W

  In-Line Unwind Stands; 28”W Side-Mounted Unwind Stand; Nip-and-Fold Roll

  Station; Feed Through Belt Conveyor Station, with Tape and Glue Application;

  Cut To Length Station; Counter; Stack Outfeed Table; and Variable-Speed

  Controls


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Brackett Model RFES 27-1/2”W End Sheeter, Asset #1;

  Estimated 150 Sheets/Minute Maximum Operating Speed; with (2) 28”W In-Line

  Unwind Stands; 28”W Side-Mounted Unwind Stand; Nip-and-Fold Roll Station;

  Feed Through Belt Conveyor Station, with Tape Applicator, Animal Glue

  Applicator, and Hot Air Dryer; (2) Elmer’s Glue Applicators, Top and Bottom;

  Cut-To-Length Station; Stack Table; and Variable-Speed Controls


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Coating

  Department


  
	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Black Clawson 62”W Coating Line, Asset #10;

  (Estimated Mid 1980s), 300 Yards/Minute Maximum Operating Speed, Meyer Rod

  Type, Tandem Type, (2) Coats On One Side Capability, Single Side-Coating, To

  Include:


  





 




37





























 




	

  Qty.


  
	

   


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Dual-Turret Unwinder; 44”D x 62”W Roll

  Capacity, Brake Type


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Splice On The Fly Unit; 62”W Capacity


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Model 150010311 Dancer Roll, S/N

  386935, (2000); 66”W Capacity


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Coating Application Station; (Water

  Based Latex), Meyer Rod Type, 62”W Capacity; with Applicator Roll; Dip Pan;

  and Air Knife Doctor Roll


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Vacuum Belt; Estimated 70”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Tec Systems Natural Gas Fired Flotation Drying Oven;

  500°F Maximum Operating Temperature, Estimated 10’W x 32’L, 2-Zone, 4” x 66”

  Opening


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Mixing Platform; with (4) Carbon Steel Open Top

  Mixing Tanks, Estimated 500 Gallon Capacity, with Center-Mounted Agitators,

  Variable-Speed, and Pumps


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Edge Guides


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Chill Roll Stand; with (2) 24”D x 70”W

  Water Cooled Chill Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Blower; Estimated 25 hp


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Coating Application Stand; (Water Based Clear Coat),

  Meyer Rod Type, 62”W Capacity; with Applicator Roll; and Air Knife Doctor

  Roll


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Vacuum Belt; Estimated 62”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Tec Systems Natural Gas Fired Drying Flotation Oven;

  500°F Maximum Operating Temperature, Estimated 10’W x 60’L, 3-Zone, 4” x 66”

  Opening


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Edge Guides


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Chill Roll Stand; with (2) 24”D x 70”W

  Water Cooled Chill Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Roll Change Flying Knife Cut-Off

  Stand; with Tension Control


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Model 21-201 Dual-Turret Unwinder, S/N

  3030262273, (1980); 44”D x 62”W Maximum Wind-Up Roll


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Control Console


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Black Clawson 62”W Coating Line, Asset #8;

  (Estimated Mid 1960s), 160 Yards/Minute Maximum Operating Speed, Air Knife

  Type, Tandem Type, (2) Coats On One Side Capability, Single-Side Coating, To

  Include:


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Dual-Turret Unwinder; Rig Type, 62”W

  Roll Capacity, 42” Maximum Roll Diameter


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Splice On The Fly Unit; Estimated 62”W

  Capacity


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Coating Application Station; (Water

  Based Latex); with Applicator Roll; Dip Pan; and Air Knife Doctor Roll


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Vacuum Belt; Estimated 70”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Natural Gas Fired Hot Box Type Drying Oven; 450°F

  Maximum Operating Temperature, Single Zone, Estimated 10’W x 18’L; with

  Teflon Slat-Type Conveyor


  





 




38





























 




	

  Qty.


  
	

   


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Mixing Platform; with Carbon Steel Open Top Mixing

  Tanks, Estimated 300 Gallon Capacity; with Center-Mounted Agitators,

  Variable-Speed, Pumps; and Fairbanks Scales


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Edge Guides


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Chill Roll Stand; with (2) Estimated

  20”D x 70”W Water Cooled Chill Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Coating Application Stand; (Water

  Based Clear Coat); with Applicator Roll; Dip Pan; and Air Knife Doctor Roll


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Natural Gas Fired Hot Box Type Drying Oven;

  Estimated 450°F Maximum Operating Temperature, Estimated 10’W x 90’L, 5-Zone;

  with Teflon Slat-Type Conveyor


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Edge Guides


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Chill Roll Stand; with (2) 20”D x 62”W

  Water Cooled Chill Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Model 113 Roll Change Flying Knife

  Cut-Off Stand, S/N 293E162993; 62”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Model 20F Dual-Turret Unwinder, S/N

  303D162901, (1965); 62”W, 61” Maximum Wind-Up Roll Diameter


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Control Console


  
	

   


  
	

  1-


  	

   


  	

  Black Clawson 62”W Coating Line, Asset #11, (2000);

  300 Yards/Minute Maximum Operating Speed, Air Knife Type, Tandem Type, (2)

  Coats On One Side Capability, 2-Sided Coating, To Include:


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Model 130041001 Dual-Turret Unwinder,

  S/N 385568; AC Drive Type, 62”W Roll Capacity, 50” Maximum Unwind Roll

  Diameter; with Allen-Bradley Model PanelView 1000 Touch Screen Interface

  Control


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Dancer Roll; 62”W Capacity


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Model 101063311 Coating Application

  Station, S/N 386462; 66”W; with Meyer Rod Metering System; Applicator Roll;

  Dip Pan; Air Knife Doctor Roll; and Allen-Bradley Model PanelView 1000 Touch

  Screen Interface Control


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Natural Gas Fired Drying Oven; 500°F

  Maximum Operating Temperature, 2-Zone, Estimated 12’W x 35’L; with

  Flotation/Roll Support Type Feed Through Conveyor


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Mixing Platform; with (4) Carbon Steel Open Top

  Mixing Tanks; Estimated 600 Gallon Capacity, Each with Center-Mounted

  Agitators, and Pumps


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Chill Roll Stand; with (3) 20”D x 70”W

  Water Cooled Chill Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Turn Bar Station; with (2) 90° Turn Bars, Estimated

  120”L


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Coating Application Stand; 66”W; with

  Meyer Rod Metering System; Applicator Roll; Dip Pan; Air Knife Doctor Roll;

  and Allen-Bradley Model PanelView 1000 Touch Screen Control


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Natural Gas Fired Drying Oven; 500°F

  Maximum Operating Temperature, 3-Zone, Estimated 12’W x 60’L; with

  Flotation/Roll Support Feed Through Conveyor


  





 




39





























 




	

  Qty.


  
	

   


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Model 150070130 Chill Roll Stand, S/N

  Unknown, (2000); with (3) 20”D x 66”W Water Cooled Chill Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Specially Manufactured 72”W Calendar; Single-Nip, 2

  Roll; with Kusters Variable-Speed Crown, 18”D x 72”W Roll; 24”D x 72”W Steel

  Roll; and Allen-Bradley Model PanelView 600 Interface Control


  
	

   


  	

   


  	

  (3)


  	

   


  	

  Valmet Caliper Profile Gauging Systems, (1992);

  (Upgraded; To Be Installed; (2) Used As Spares)


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Dual-Turret Unwinder; 62”W, AC Driven;

  with Allen-Bradley Model PanelView 1000 Touch Screen Interface Controls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Control Console


  
	

   


  
	

  1-


  	

   


  	

  Specially Manufactured 48”W Coating Line, Asset #1;

  (Estimated 1970s), 100 Yards/Minute Maximum Operating Speed, To Include:


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Lembo 60”W Unwind Stand; Line Shaft Driven


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Corotec Corona Treater; 50”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Flexographic Analox Roll-Type Print Station; with

  Rubber Coated Transfer Roll


  
	

   


  	

   


  	

  (2)


  	

   


  	

  Natural Gas Fired Dryers; Estimated 6’W x 10’L,

  Single Zone, 400°F Maximum Operating Temperature


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Rotogravure Print Station; 50”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Surface-Type Rewinder; Line Shaft Driven


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Controls


  
	

   


  
	

  1-


  	

   


  	

  Inta Roto 48”W Coating Line, S/N M270, Asset #2,

  (1975); (Estimated Early 1980s), 100 Yards/Minute Maximum Operating Speed, To

  Include:


  
	

   


  	

   


  	

  (1)


  	

   


  	

  2-Position Unwinder; 60”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Corotec Corona Treater; 50”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Tension Roll Station


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Meyer Rod-Type Coating Station; Double Rod


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Natural Gas Fired Dryer; Single-Zone, 400°F Maximum

  Operating Temperature


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Flexographic Coating Station; with Analox Rollers;

  and Rubber Print Roll; (Varnish Finish)


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Natural Gas Fired Dryer; Single-Zone, 400°F Maximum

  Operating Temperature


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Rotogravure Coating Station; 48”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Natural Gas Fired Dryer; Single-Zone, 400°F Maximum

  Operating Temperature


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Tension Roll Stand


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Surface-Type Rewinder; Line Shaft Driven


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Controls


  
	

   


  





 




40





























 




	

   


  	

   


  	

  Saturation

  Department


  
	

  Qty.


  
	

   


  
	

  1-


  	

   


  	

  Black Clawson 62”W Saturator, Asset #7; (Estimated

  New In Mid 1980s; Rebuilt In 2001); 250 Yards/Minute Maximum Operating Speed,

  To Include:


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Dual-Turret 62”W Unwinder; Brake Type,

  50”D x 62”W Maximum Roll Capacity


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Splice Unit; 62”W; (Slows Down On The

  Fly)


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Vacuum Roll; with Dancer Roll, 66”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Zink Manufacturing Saturator; (Early 1990s); with

  (2) Squeeze Rolls, Estimated 14”D x 68”W, Chilled Iron, Chrome Plated; and

  Dip Tank


  
	

   


  	

   


  	

  (2)


  	

   


  	

  Web Flotation Units


  
	

   


  	

   


  	

  (2)


  	

   


  	

  Marsden Gas IR Units, (2001)


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Mixing Platform; with (2) Open Top Mixing Tanks, 6’D

  x 4-1/2’H; Center-Mounted Agitators; and Pumps


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Tec Systems Natural Gas Fired Flotation-Type Drying

  Oven, (1985); 500°F Maximum Operating Temperature, 2-Zone, Estimated 6’W x

  40’L


  
	

   


  	

   


  	

  (-)


  	

   


  	

  Edge Guides


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Morrison Can Dryer; 10-Can, 100-Lbs. Pressure/Can,

  Steam Heated, 36”D x 66”W, 3-Zone, 320°F Maximum Operating Temperature; with

  Allen-Bradley Model PanelView 600 Control; and (2) ABB Kent Taylor Model

  Commander 1900 Chart Recorders


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Chill Roll Station; with (3) Water Cooled Chill

  Rolls, Estimated 20”D x 66”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Specially Manufactured Calender; 66”W; with Crown

  Roll, Estimated 20” x 66”; and Flat Roll, Estimated 20” x 66”


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Roll Change Flying Cut-Off Unit; 62”W Capacity


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Dual-Turret Unwinder; 62”W Capacity,

  50” Maximum Wind Up Roll Diameter, AC Driven


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Control Console


  
	

   


  
	

  1-


  	

   


  	

  Black Clawson 62”W Saturator, Asset #6; (Estimated

  Mid 1950s), 120 Yards/Minute Maximum Operating Speed, To Include:


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Dual-Turret Unwinder; Estimated 40”D x

  62”W Maximum Roll Capacity


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Vacuum Roll; Estimated 62”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson 65”W Saturator; with (2) Squeeze

  Rolls, (1) Rubber Covered, (1) Chilled Iron and Chrome Plated; and Dip Pan


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Drying Oven; Estimated 10’W x 20’L; with Marsden Natural

  Gas IR Unit, (2001); Marsden Electric IR Unit; Steam Coils; and Controls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Mixing Platform; with (2) Estimated 300-Gallon Open

  Top Mixing Tanks; Center-Mounted Agitators; and Pumps


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Can Dryer; Estimated 66”W; with (6)

  31”D x 66”W Horizontally-Stacked Steam Heated Cans; (4) 24”D x 66”W

  Vertically-Stacked Steam Heated Cans; (10) 24”D x 62”W Vertically-Stacked

  Steam Heated Cans; and (10) 24”D x 66”W Vertically-Stacked Steam Heated Cans


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Corrugated Roll Station; with (2) 12”D x 62”W

  Corrugated Rolls, Water


  





 




41





























 




	

  Qty.


  
	

   


  	

   


  	

   


  	

   


  	

  Cooled, Powered


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Chill Roll Station; with (2) 20”D x 66”W Chill Rolls


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Model 20 Manual Dual-Turret Rewinder,

  S/N 303A99070; 42”D x 62”W Maximum Roll Capacity


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Control Console


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  1-


  	

   


  	

  Black Clawson 78”W Saturator, Asset #9; (Estimated

  Early 1970s), 250 Yards/Minute Maximum Operating Speed, To Include:


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Model 21/221 Dual-Turret Unwinder, S/N

  99D194431, (1970); Estimated 84”W, 46” Maximum Roll Diameter


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Splice Unit; Estimated 84”W; (Slow

  Down On The Fly); with Automatic Tensioning Control


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Vacuum Roll; 24”D x 84”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Tensioning Roll Station


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Saturator; 84”W; with (2) Squeeze

  Rolls, Estimated 14”D x 84”W, Chilled Iron, Chrome Plated


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Drying Oven; 10’ x 35’; with Marsden

  Natural Gas IR Unit, (2000); Electric IR Units; and Steam Coils, with Blowers


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Mixing Platform; with (2) Carbon Steel Mixing Tanks,

  Estimated 500 Gallon Capacity; Center-Mounted Agitators; and Pumps


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Morrison Can Dryer; with (24) 48”D x 84”W

  Horizontally-Stacked Steam Heated Cans, 100-Lb. Steam Pressure, 320°F Maximum

  Operating Temperature; and (2) Cooling Drums, 48”D x 84”W, Water Cooled


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Tension Roll Stand


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Roll Change Flying Knife Cut-Off Unit;

  62”W


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Dual-Turret Rewinder; 48”D x 76”W

  Maximum Roll Wind-Up


  
	

   


  	

   


  	

  (1)


  	

   


  	

  Black Clawson Control Console


  





 




42