HAS BEEN NO DEFAULT OR CONDITION WHICH,
WITH THE PASSAGE OF TIME OR NOTICE, OR BOTH, WOULD CONSTITUTE A DEFAULT OR EVENT
OF DEFAULT UNDER THIS FINANCING AGREEMENT AND SUCH OFFICER HAS OBTAINED NO
KNOWLEDGE OF ANY DEFAULT; PROVIDED, HOWEVER, THAT IF ANY EXECUTIVE OFFICER HAS
KNOWLEDGE THAT ANY DEFAULT OR EVENT OF DEFAULT HAS OCCURRED DURING SUCH PERIOD,
THE EXISTENCE OF AND A DETAILED DESCRIPTION OF SAME SHALL BE SET FORTH IN THE
OFFICER'S CERTIFICATE; AND (B) FIBERMARK HAS NOT RECEIVED ANY NOTICE OF
CANCELLATION WITH RESPECT TO ITS PROPERTY INSURANCE POLICIES THAT HAVE NOT BEEN
REPLACED; AND (III) FOR ANY PERIOD ENDING AFTER SEPTEMBER 30, 2002, THAT EACH OF
THE COVENANTS SET FORTH IN ARTICLE XI HAS BEEN SATISFIED AND SETTING FORTH, IN
REASONABLE DETAIL, CALCULATIONS DEMONSTRATING THE ACCURACY OF SUCH
CERTIFICATION;
(D)
MANAGEMENT LETTER:
PROMPTLY AFTER RECEIPT THEREOF, A COPY OF EACH REPORT
DELIVERED TO FIBERMARK BY THE INDEPENDENT PUBLIC ACCOUNTANTS WHICH CERTIFY
FIBERMARK'S FINANCIAL STATEMENTS IN CONNECTION WITH ANY ANNUAL OR INTERIM AUDIT
OF ITS BOOKS, INCLUDING ANY MANAGEMENT REPORTS OR LETTERS, IF ANY, ADDRESSED TO
FIBERMARK OR ANY OF THEIR RESPECTIVE OFFICERS BY SUCH ACCOUNTANTS;
(E)
OTHER INFORMATION:
FROM TIME TO TIME, WITH REASONABLE PROMPTNESS, SUCH
OTHER INFORMATION WITH RESPECT TO EACH OBLIGOR AS AGENT OR LENDER MAY FROM TIME
TO TIME REASONABLY REQUEST;
(F)
ACCOUNTS RECEIVABLE AGING SUMMARIES:
WITHIN THIRTY (30) DAYS AFTER THE END
OF EACH MONTH, ACCOUNTS RECEIVABLE AGING SUMMARIES WITH RESPECT TO EACH OBLIGOR
AND WITHIN THIRTY (30) DAYS AFTER THE END OF EACH QUARTER OF EACH FISCAL YEAR OF
SUCH OBLIGOR, DETAILED ACCOUNTS RECEIVABLE AGING SCHEDULES WITH RESPECT TO EACH
OBLIGOR, PREPARED IN ACCORDANCE WITH GAAP;
84
(G)
REPORTS:
PROMPTLY AFTER THE SENDING OR FILING THEREOF, COPIES OF ALL PROXY
STATEMENTS, FINANCIAL STATEMENTS AND REPORTS WHICH FIBERMARK SENDS TO ALL ITS
STOCKHOLDERS, AND COPIES OF ALL REGULAR, PERIODIC AND SPECIAL REPORTS, AND ALL
REGISTRATION STATEMENTS WHICH FIBERMARK FILES WITH THE SECURITIES AND EXCHANGE
COMMISSION OR ANY AGENCY WHICH MAY BE SUBSTITUTED THEREFOR, OR WITH ANY NATIONAL
SECURITIES EXCHANGE;
(H)
BORROWING BASE CERTIFICATE:
A BORROWING BASE CERTIFICATE (I) NO LATER THAN
THE TENTH (10TH) DAY OF EACH MONTH, WITH RESPECT TO THE LAST DAY OF THE
IMMEDIATELY PRECEDING MONTH, AND (II) NO LATER THAN THE TWENTY-FIFTH (25TH) DAY
OF EACH MONTH, WITH RESPECT TO THE FIFTEENTH (15TH) DAY OF SUCH MONTH; AND (III)
AT SUCH OTHER TIMES AS AGENT MAY REQUIRE IN ITS SOLE DISCRETION; AND
(I)
PROJECTIONS:
NO LATER THAN SEPTEMBER 30, 2002, PROJECTIONS FOR THE
BORROWERS AND THEIR SUBSIDIARIES, IN SUBSTANTIALLY THE FORMAT OF EXHIBIT I OR IN
SUCH OTHER FORMAT AS MAY BE REASONABLY ACCEPTABLE TO THE AGENT, FOR THE PERIOD
COMMENCING OCTOBER 1, 2002 AND ENDING SEPTEMBER 30, 2005.
SECTION 9.02.
NOTICES.
FIBERMARK WILL, PROMPTLY UPON OBTAINING KNOWLEDGE OF
ANY OF THE FOLLOWING OCCURRENCES AND PROMPTLY UPON THE GIVING OR RECEIPT OF ANY
OF THE FOLLOWING NOTICES, DELIVER TO AGENT:
(A)
WRITTEN NOTICE OF THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT,
SPECIFICALLY STATING THAT