WARRANTIES.
TO
INDUCE THE AGENT AND THE LENDERS TO ENTER INTO THIS AMENDMENT, THE OBLIGORS
HEREBY REPRESENT AND WARRANT TO THE AGENT AND THE LENDERS AS FOLLOWS:
3.1
CORPORATE POWER AND AUTHORITY; NO CONFLICTS.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY EACH OBLIGOR OF THIS AMENDMENT HAS BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE ACTION AND DO NOT AND WILL NOT: (A) IN THE
CASE OF EACH CORPORATE OBLIGOR REQUIRE ANY CONSENT OR APPROVAL OF ITS
STOCKHOLDERS AND IN THE CASE OF FIBERMARK OFFICE REQUIRE ANY CONSENT OR APPROVAL
OF ITS MEMBERS-MANAGERS, WHICH CONSENT OR APPROVAL HAS NOT ALREADY BEEN
OBTAINED; (B) IN THE CASE OF EACH CORPORATE OBLIGOR CONTRAVENE ITS CERTIFICATE
OF INCORPORATION OR BY-LAWS AND IN THE CASE OF FIBERMARK OFFICE CONTRAVENE ITS
ARTICLES OF ORGANIZATION OR OPERATING AGREEMENT; (C) VIOLATE ANY PROVISION OF,
OR REQUIRE ANY FILING, REGISTRATION, CONSENT OR APPROVAL UNDER ANY LAW
(INCLUDING, WITHOUT LIMITATION, REGULATION U), ORDER, WRIT, JUDGMENT,
INJUNCTION, DECREE, DETERMINATION OR AWARD PRESENTLY IN EFFECT HAVING
APPLICABILITY TO SUCH OBLIGOR; (D) RESULT IN A BREACH OF OR CONSTITUTE A DEFAULT
UNDER OR REQUIRE ANY CONSENT UNDER ANY INDENTURE OR LOAN OR CREDIT AGREEMENT OR
ANY OTHER AGREEMENT, LEASE OR INSTRUMENT TO WHICH SUCH OBLIGOR IS A PARTY OR BY
WHICH IT OR ITS PROPERTIES MAY BE BOUND OR AFFECTED; (E) RESULT IN, OR REQUIRE,
THE CREATION OR IMPOSITION OF ANY LIEN (OTHER THAN AS CREATED HEREUNDER), UPON
OR WITH RESPECT TO ANY OF THE PROPERTIES NOW OWNED OR HEREAFTER ACQUIRED BY SUCH
PERSON.
3.2
LEGALLY ENFORCEABLE AGREEMENTS.
THIS AMENDMENT IS A LEGAL, VALID
AND BINDING OBLIGATION OF SUCH OBLIGOR, ENFORCEABLE AGAINST SUCH OBLIGOR IN
ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT SUCH ENFORCEMENT MAY BE
LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY AND OTHER SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY.
3.3
BOTH BEFORE AND AFTER GIVING EFFECT TO THIS AMENDMENT, THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE VIII OF THE FINANCING
AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS WITH THE SAME EFFECT AS
IF MADE ON THE DATE HEREOF, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND
WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE.
3.4
AFTER GIVING EFFECT TO THIS AMENDMENT, NO EVENT OF DEFAULT OR
DEFAULT HAS OCCURRED AND IS CONTINUING.
3.5
SINCE JANUARY 31, 2002, THERE HAS BEEN NO DEVELOPMENT OR EVENT, OR
ANY PROSPECTIVE DEVELOPMENT OR EVENT, WHICH HAS HAD OR COULD RESULT IN A
MATERIAL ADVERSE CHANGE.
4.
EXECUTION BY GUARANTORS.
EACH
GUARANTOR, AS A GUARANTOR, IS EXECUTING THIS AMENDMENT AND CONSENTING TO THE
MODIFICATIONS TO THE FINANCING AGREEMENT SET FORTH HEREIN.
EACH GUARANTOR
HEREBY REAFFIRMS ITS GUARANTY SET FORTH IN THE FINANCING AGREEMENT AND
ACKNOWLEDGES THAT ALL L/C OBLIGATIONS INCURRED BY ANY OTHER OBLIGOR SHALL
AUTOMATICALLY, WITHOUT NOTICE OR ACTION OF ANY PARTY, BE A GUARANTY OBLIGATION.
10
5.
MISCELLANEOUS.
5.1
FINANCING AGREEMENT.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS
AMENDMENT SHALL NOT, BY IMPLICATION OR OTHERWISE, LIMIT, IMPAIR, CONSTITUTE A
WAIVER OF, OR OTHERWISE AFFECT THE RIGHTS AND REMEDIES OF THE LENDERS UNDER THE