THE EVENT THAT THE BORROWERS SHALL CAUSE THE REVOLVING CREDIT FACILITY TO BE
CANCELLED EFFECTIVE AS OF ANY DATE PRIOR TO THE THEN-CURRENT REVOLVING CREDIT
COMMITMENT TERMINATION DATE AND FIBERMARK OR ANY BORROWER SHALL OBTAIN AN
ALTERNATIVE COMMITMENT FROM ANOTHER LENDER FOR FINANCING, ALL BORROWERS SHALL
PREPAY ALL REVOLVING CREDIT LOANS IN WHOLE WITH ACCRUED INTEREST TO THE DATE OF
SUCH CANCELLATION AND SHALL PROVIDE EITHER (A) CASH COLLATERAL IN AN AMOUNT
EQUAL TO 105% OF THE AGGREGATE AMOUNT REMAINING AVAILABLE TO BE DRAWN UNDER ALL
L/CS OR (B) AN INDEMNIFICATION, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE AGENT, FROM A COMMERCIAL BANK OR OTHER FINANCIAL INSTITUTION ACCEPTABLE TO
THE AGENT FOR THE L/C OBLIGATIONS WITH RESPECT TO THE L/CS.
IN ADDITION, UNLESS
SUCH CANCELLATION IS IN CONNECTION WITH (I) AN OFFERING OF SENIOR NOTES
REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR (II) AN
ASSET ACQUISITION (AS DEFINED IN EITHER INDENTURE), THE BORROWERS SHALL PAY TO
THE AGENT, FOR THE RATABLE ACCOUNT OF EACH LENDER, A FEE ("PREPAYMENT FEE") IN
THE AMOUNT OF 1% OF THE REVOLVING CREDIT FACILITY.
TO THE EXTENT THAT, AT ANY TIME, THE SUM OF THE OUTSTANDING PRINCIPAL AMOUNT OF
ALL THE REVOLVING CREDIT LOANS PLUS THE L/C OUTSTANDINGS TAKEN TOGETHER EXCEEDS
THE BORROWING BASE, THE BORROWERS SHALL PAY ALL OUTSTANDING REIMBURSEMENT
OBLIGATIONS, AND PREPAY THE REVOLVING CREDIT LOANS, IN AN AMOUNT EQUAL THE
AMOUNT OF SUCH EXCESS.
TO THE EXTENT THAT, FOLLOWING SUCH PAYMENTS AND
PREPAYMENTS, THE L/C OUTSTANDINGS EXCEED THE BORROWING BASE, THE BORROWERS SHALL
PROVIDE CASH COLLATERAL TO THE AGENT IN AN AMOUNT EQUAL TO 105% OF SUCH EXCESS,
TO BE HELD IN ACCORDANCE WITH SECTION 3.02A.
2.5
SECTION 6.03 OF THE FINANCING AGREEMENT.
SECTION 6.03 OF THE
FINANCING AGREEMENT IS HEREBY AMENDED BY INSERTING THE FOLLOWING PARAGRAPH
IMMEDIATELY PRIOR TO THE LAST PARAGRAPH THEREOF:
THE BORROWER(S) FOR WHOSE ACCOUNT AN L/C IS ISSUED SHALL PAY TO THE AGENT, FOR
THE RATABLE ACCOUNT OF THE LENDERS IN ACCORDANCE WITH THE LENDERS' PRO RATA
SHARES, THE L/C GUARANTY FEE ACCRUED DURING EACH QUARTER, IN ARREARS, ON EACH
QUARTERLY PAYMENT DATE.
2.6
SECTION 12.04 OF THE FINANCING AGREEMENT.
SECTION 12.04 IS HEREBY
INSERTED INTO THE FINANCING AGREEMENT TO READ IN ITS ENTIRETY AS FOLLOWS:
SECTION 12.04
CASH COLLATERAL.
IF ANY EVENT OF DEFAULT SHALL OCCUR AND
ALL OBLIGATIONS SHALL HAVE BECOME, OR BEEN DECLARED, IMMEDIATELY DUE AND
PAYABLE, THEN, WITHOUT ANY REQUEST OR THE TAKING OF ANY OTHER ACTION BY AGENT OR
ANY LENDER, THE BORROWERS SHALL FORTHWITH PAY TO AGENT AN AMOUNT IN IMMEDIATELY
AVAILABLE FUNDS EQUAL TO THE THEN AGGREGATE AMOUNT OF 105% OF THE AMOUNT
REMAINING AVAILABLE TO BE DRAWN UNDER ALL OUTSTANDING L/CS (REGARDLESS OF
WHETHER ANY AMOUNTS ARE THEN DUE UNDER THE L/C GUARANTY), TO BE HELD BY AGENT AS
CASH COLLATERAL AS PROVIDED IN SECTION 3.02A.
9
2.7
EXHIBIT B TO FINANCING AGREEMENT.
EXHIBIT B TO THE FINANCING
AGREEMENT IS HEREBY REPLACED WITH THE FORM OF EXHIBIT B ATTACHED HERETO.
3.
REPRESENTATIONS AND