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.
5.2
LOAN DOCUMENT.
THIS AMENDMENT SHALL BE A LOAN
DOCUMENT FOR ALL PURPOSES.
5.3
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.
5.4
SEVERABILITY; SECTION HEADINGS.
5.4.1
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.
5.4.2
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.
5.5
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.
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11
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 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