THE MAKING OF
ANY LOANS OR ADVANCES TO ANY CREDIT PARTY; OR (IV) THE TRANSFER OF ANY OF ITS
PROPERTIES OR ASSETS TO ANY CREDIT PARTY, OR (B) CAUSE ANY OFFSHORE ENTITY TO
AGREE TO RESTRICT OR CONDITION THE PAYMENT OF ANY DIVIDENDS OR OTHER
DISTRIBUTIONS TO ANY OFFSHORE ENTITY OR TO ANY CREDIT PARTY TO THE EXTENT SUCH
CONDITION OR RESTRICTIONS WOULD PROHIBIT THE DISTRIBUTION OF AMOUNTS NECESSARY
TO PAY THE INTEREST ACCRUING ON THE UNPLEDGED INTER-COMPANY LOANS.
SECTION 29.
Amendment to Section 7.18 of the Credit Agreement.
Upon the
effectiveness of this Amendment in accordance with Section 37 hereof, Section
7.18 is hereby amended to read in full as follows:
7.18
DEPOSIT ACCOUNTS.
(A) ESTABLISH ANY ADDITIONAL DEPOSIT ACCOUNTS
FOR ANY PURPOSE (I) WHICH ARE NOT LISTED ON SCHEDULE 5.29 (AS UPDATED FROM TIME
TO TIME PURSUANT TO THE TERMS HEREOF) AND (II) UNLESS SUCH ADDITIONAL DEPOSIT
ACCOUNTS ARE CONTROLLED ACCOUNTS; PROVIDED, THAT THE REQUIREMENT SET FORTH IN
THE FOREGOING CLAUSE (II) SHALL BE WAIVED FOR A PERIOD OF SEVEN BUSINESS DAYS
AFTER THE FIBERMARK ACQUISITION EFFECTIVE DATE WITH RESPECT TO ALL DEPOSIT
ACCOUNTS ESTABLISHED SOLELY BY NP INTERNATIONAL OR NP INTERNATIONAL HOLDCO ON OR
WITHIN THE SEVEN BUSINESS DAYS PERIOD PRIOR TO THE FIBERMARK ACQUISITION
EFFECTIVE DATE, (B) ALLOW ANY OF PARENT'S FOREIGN EXCHANGE ACCOUNTS NUMBERED
11190-065, 11190-221, AND 11190-122, EACH WITH BANK OF AMERICA, N.A., TO REMAIN
OPEN OR TO BE REOPENED, OR TO HOLD ANY FUNDS OF ANY CREDIT PARTY, UNLESS SUCH
FOREIGN EXCHANGE ACCOUNTS ARE COVERED BY A TRI-PARTY AGREEMENT CONTAINING
ARRANGEMENTS SATISFACTORY TO THE AGENT WITH RESPECT TO SUCH ACCOUNTS, OR
(C) ALLOW (1) THE BALANCE OF CITIBANK ACCOUNT 30574566/CIGNA OMNIBUS (REFERRED
TO ON SCHEDULE 5.29 AS IN EFFECT ON THE CLOSING DATE) TO EXCEED $30,000 UNLESS
SUCH ACCOUNT IS SUBJECT TO A TRI-PARTY AGREEMENT, (2) THE AGGREGATE BALANCE OF
ONE OR MORE NEW ACCOUNTS ESTABLISHED IN THE ORDINARY COURSE OF BUSINESS AS PART
OF THE ADMINISTRATION OF EMPLOYEE BENEFITS OR OTHER CORPORATE-RELATED SERVICE
MATTERS AND NOT SUBJECT TO A TRI-PARTY AGREEMENT TO EXCEED $100,000 OR (3) ALLOW
ANY ACCOUNT REFERRED TO AS A "DISBURSEMENT/PASS-THROUGH ACCOUNT" ON
SCHEDULE 5.29 (AS IN EFFECT ON THE CLOSING DATE) TO HAVE A POSITIVE BALANCE OF
FUNDS OF ANY CREDIT PARTY
27
(EXCEPT AS SPECIFICALLY PROVIDED IN SUCH SCHEDULE AS IN EFFECT ON THE CLOSING
DATE) UNLESS SUCH ACCOUNT IS SUBJECT TO A TRI-PARTY AGREEMENT.
SECTION 30.
ADDITION OF NEW SECTION 7.20 TO THE CREDIT AGREEMENT.
UPON THE
FIBERMARK ACQUISITION EFFECTIVE DATE, THE CREDIT AGREEMENT IS HEREBY AMENDED BY
ADDING THE FOLLOWING PARAGRAPH THERETO AS A NEW SECTION 7.20 THEREOF:
7.20
LIMITATION ON INDEBTEDNESS OF OFFSHORE ENTITIES.
PERMIT (A) FINCO
TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST INDEBTEDNESS OTHER THAN THE PLEDGED
INTER-COMPANY LOANS, AND (B) THE OFFSHORE ENTITIES (OTHER THAN FINCO) TO CREATE,
INCUR, ASSUME OR SUFFER TO EXIST INDEBTEDNESS IN EXCESS OF €30,000,000 AT ANY
TIME OUTSTANDING.
SECTION 31.
AMENDMENT TO SECTION 8.1 OF THE CREDIT AGREEMENT.
UPON THE
FIBERMARK ACQUISITION EFFECTIVE DATE,