7.15 of the Credit
Agreement solely as a result of the Credit Parties failure to notify the Agent
and the Canadian Collateral Agent of the relocation of material books and
records related to the Mill Property located at Terrace Bay, Ontario to another
existing Credit Party location.
(B)
IN ADDITION TO THE OTHER TERMS AND CONDITIONS SET FORTH HEREIN,
THE BORROWERS ACKNOWLEDGE THAT (A) THE LIMITED WAIVERS SET FORTH IN THIS SECTION
13 ARE LIMITED SOLELY TO THE MATTERS AND THE TIME PERIODS EXPRESSLY SET FORTH IN
THIS SECTION 13, AND (B) NOTHING CONTAINED HEREIN SHALL OBLIGATE THE AGENT OR
ANY LENDER TO GRANT ANY WAIVER OF ANY OTHER OBLIGATION OF ANY BORROWER UNDER THE
CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR TO GRANT ANY FUTURE WAIVER OF
SECTIONS 6.1, 6.16, OR 7.15 OF THE CREDIT AGREEMENT.
SECTION 14.
REPRESENTATIONS AND WARRANTIES.
TO INDUCE THE OTHER PARTIES HERETO
TO ENTER INTO THIS AMENDMENT, THE CREDIT PARTIES REPRESENT AND WARRANT TO THE
AGENT AND EACH OF THE OTHER LENDER PARTIES THAT, AS OF THE EFFECTIVE DATE:
(A)
AFTER GIVING EFFECT TO THIS AMENDMENT, THE REPRESENTATIONS AND
WARRANTIES OF THE CREDIT PARTIES SET FORTH IN SECTION 5 OF THE CREDIT AGREEMENT
ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE EFFECTIVE DATE
WITH THE SAME EFFECT AS IF MADE ON AND AS OF THE EFFECTIVE DATE, EXCEPT TO THE
EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE,
IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES WERE TRUE AND CORRECT AS OF
SUCH EARLIER DATE, AND EXCEPT FOR ANY CHANGE OF FACTS PERMITTED UNDER THE
PROVISIONS OF THE CREDIT AGREEMENT AND THE OTHER DOCUMENTS;
(B)
AFTER GIVING EFFECT TO THIS AMENDMENT, NO DEFAULT HAS OCCURRED AND
IS CONTINUING UNDER THE CREDIT AGREEMENT;
(C)
THIS AMENDMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE CREDIT
PARTIES AND THE CREDIT AGREEMENT, AS AMENDED HEREBY, CONSTITUTES A LEGAL, VALID
AND BINDING
11
OBLIGATION OF THE CREDIT PARTIES, ENFORCEABLE AGAINST THE CREDIT PARTIES IN
ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY AND SUBJECT TO GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW;
(D)
THE SOLVENCY DEFICIENCY (WITHOUT REGARD TO WHETHER ANY UNFUNDED
AMOUNTS ARE THEN DUE AND PAYABLE) OF THE CREDIT PARTIES' CANADIAN PENSION PLANS
REGULATED BY THE FINANCIAL SERVICES COMMISSION OF ONTARIO ON THE DATE HEREOF IS
APPROXIMATELY $31,000,000; AND
(E)
THE CREDIT PARTIES HAVE MADE REASONABLE AND PRUDENT INVESTIGATIONS
INTO THE EXPECTED COSTS AND LIABILITIES ANTICIPATED TO BE INCURRED IN CONNECTION
WITH POTENTIAL RESTRUCTURING, CLOSURE AND DISPOSITION OF NEENAH PAPER COMPANY OF
CANADA'S TERRACE BAY FACILITY (INCLUDING CONSULTATION WITH LEGAL, PENSION,
ENVIRONMENTAL AND OTHER ADVISORS), AND BASED ON SUCH INVESTIGATIONS, THE
REASONABLE BEST ESTIMATE OF THE AGGREGATE CHARGES, EXPENSES AND LIABILITIES
RELATED TO THE RESTRUCTURING, CLOSURE OR DISPOSITION OF NEENAH PAPER COMPANY OF
CANADA'S TERRACE BAY FACILITY IS NOT GREATER THAN $120,000,000.
SECTION 15.
CONDITIONS TO EFFECTIVENESS.