CONSOLIDATED UNAUDITED BALANCE SHEET OF FIBERMARK AND ITS SUBSIDIARIES AS OF
SEPTEMBER 30, 2001, THE RELATED STATEMENTS OF INCOME, STATEMENTS OF
STOCKHOLDERS' EQUITY (DEFICIT) AND STATEMENTS OF CASH FLOWS OF SUCH ENTITIES FOR
THE SIX-MONTH PERIODS THEN ENDED, AND THE ACCOMPANYING FOOTNOTES, COPIES OF
WHICH HAVE BEEN FURNISHED TO THE LENDERS, ARE COMPLETE AND CORRECT AND FAIRLY
PRESENT THE FINANCIAL CONDITION OF FIBERMARK AND ITS SUBSIDIARIES, AS AT SUCH
DATES AND THE RESULTS OF THE OPERATIONS OF FIBERMARK AND ITS SUBSIDIARIES FOR
THE PERIODS COVERED BY SUCH STATEMENTS, ALL IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED.
THERE ARE NO LIABILITIES OF FIBERMARK AND ITS SUBSIDIARIES, FIXED OR
CONTINGENT, WHICH ARE MATERIAL BUT NOT REFLECTED IN THE FINANCIAL STATEMENTS OR
IN THE NOTES THERETO, OTHER THAN LIABILITIES ARISING IN THE ORDINARY COURSE OF
BUSINESS SINCE SEPTEMBER 30, 2001.
NO INFORMATION, EXHIBIT, OR REPORT FURNISHED
BY FIBERMARK AND ITS SUBSIDIARIES TO THE AGENT OR ANY LENDER IN CONNECTION WITH
THE NEGOTIATION OF THIS FINANCING AGREEMENT CONTAINED ANY MATERIAL MISSTATEMENT
OF FACT OR OMITTED TO STATE A MATERIAL FACT OR ANY FACT NECESSARY TO MAKE THE
STATEMENTS CONTAINED THEREIN NOT MATERIALLY MISLEADING.
(C)
NO MATERIAL ADVERSE CHANGE.
SINCE DECEMBER 31, 2000, THERE HAS BEEN NO
MATERIAL ADVERSE CHANGE WITH RESPECT TO ANY OBLIGOR.
SECTION 8.06.
OWNERSHIP AND LIENS; LOCATION OF INVENTORY AND EQUIPMENT.
NO
OBLIGOR HAS ANY FEE INTERESTS IN ANY REAL PROPERTY OR LEASEHOLD INTERESTS IN
REAL PROPERTY HAVING AN UNEXPIRED TERM (INCLUDING ANY OPTION OR RENEWAL PERIODS)
IN EXCESS OF 20 YEARS OTHER THAN THE INTEREST ENCUMBERED BY THE MORTGAGE.
EACH
OBLIGOR HAS TITLE TO, OR VALID LEASEHOLD INTERESTS IN, ALL OF ITS PROPERTIES AND
ASSETS, REAL AND PERSONAL, INCLUDING THE PROPERTIES AND ASSETS, AND LEASEHOLD
INTERESTS REFLECTED IN THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 8.05
(OTHER THAN ANY PROPERTIES OR ASSETS DISPOSED OF IN THE ORDINARY COURSE OF
BUSINESS), AND NONE OF THE PROPERTIES AND ASSETS OWNED BY SUCH OBLIGOR AND NONE
OF ITS LEASEHOLD INTERESTS IS SUBJECT TO ANY LIEN, EXCEPT PERMITTED
ENCUMBRANCES.
THE INVENTORY AND EQUIPMENT OWNED OR LEASED BY EACH OBLIGOR IS
LOCATED AT THE RESPECTIVE FACILITIES SET FORTH UNDER THE NAME OF SUCH OBLIGOR ON
SCHEDULE 5.04.
SECTION 8.07.
TAXES.
EACH OBLIGOR HAS FILED ALL TAX RETURNS (FEDERAL, STATE
AND LOCAL) REQUIRED TO BE FILED AND HAS PAID ALL TAXES,
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ASSESSMENTS AND GOVERNMENTAL CHARGES AND LEVIES THEREON TO BE DUE, INCLUDING
INTEREST AND PENALTIES, EXCEPT TO THE EXTENT THEY ARE THE SUBJECT OF A GOOD
FAITH CONTEST.
SECTION 8.08.
ERISA.
EACH OBLIGOR IS SUBSTANTIALLY IN COMPLIANCE WITH ALL
APPLICABLE PROVISIONS OF ERISA AND THE CODE.
NO REPORTABLE EVENT HAS OCCURRED
WITH RESPECT TO ANY PENSION PLAN; NO NOTICE OF INTENT TO TERMINATE A PENSION
PLAN HAS BEEN FILED NOR HAS ANY PENSION PLAN BEEN TERMINATED; NO OBLIGOR NOR ANY
OTHER PERSON, INCLUDING ANY FIDUCIARY, HAS ENGAGED IN ANY PROHIBITED TRANSACTION
(AS DEFINED IN SECTION 4975 OF THE CODE OR SECTION 406 OF ERISA) WHICH COULD
SUBJECT ANY OBLIGOR, OR ANY ENTITY WHICH ANY OBLIGOR