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EXHIBIT 4.04
FLEET Mail Stop: NH DE 01102A
COMMERCIAL BANKING 1155 Elm Street
Manchester, NH 03101
May 31, 2001
Nashua Corporation
11 Trafalgar Square, 2nd Floor
Nashua, NH 03063
Rittenhouse Paper Company
250 South Northwest Highway
Parkridge, IL 60068
Rittenhouse, L.L.C.
250 South Northwest Highway
Parkridge, IL 60068
RE: MODIFICATION
Ladies and Gentlemen:
Reference is hereby made to that certain Revolving Credit and Term Loan
Agreement dated April 14, 2000 as amended by letter agreements dated October 23,
2000 and February 28, 2001, respectively (as amended, the "Credit Agreement") by
and among Nashua Corporation ("Nashua"), Rittenhouse, L.L.C. ("Rittenhouse"),
Rittenhouse Paper Company ("RPC") (Nashua, Rittenhouse and RPC are referred to
individually as a "Borrower" and collectively as the "Borrowers") and Fleet
National Bank (successor by merger to Fleet Bank-NH) ("Fleet"), as a Lender and
as an Agent for itself and the other Lender, LaSalle Bank National Association
("LaSalle") and other lenders from time to time as a party thereto
(collectively, the "Lenders"). Capitalized terms used herein which are not
otherwise defined, shall have the meaning given to such terms in the Credit
Agreement.
The purpose of this correspondence is to set forth the terms and
conditions of the Lenders' agreement to modify the requirement that the
Borrowers provide, among other things, Five Million Dollars worth of additional
collateral to the Lenders by a date certain. Accordingly, the Borrowers and the
Lenders agree to amend the Credit Agreement and other Loan Documents as follows:
1. Paragraph 9 of the Letter Agreement between the Borrowers and the
Lenders dated February 28, 2001 is hereby amended to read as follows:
"Upon the request of any of the Lenders, the Borrowers shall provide
and grant the Lenders, within thirty (30) days of such request, with a first
priority security interest in additional Collateral in the form of additional
machinery and equipment of Nashua or Rittenhouse with an orderly liquidation
value of at least Five Million Dollars ($5,000,000). The Borrowers agree to
execute and deliver any and all documents that any Lender requests to carry out
the foregoing, including, without limitation, an amendment to the Loan
Documents, additional financing statements, an opinion of counsel (including
Delaware counsel) and a detailed listing of said machinery and equipment, all of
which must be in form and substance acceptable to the Lenders."
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May 31, 2001
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2. The Borrowers hereby grant to and confirm unto the Agent, as
collateral agent for the Lenders, a security interest in or mortgage
upon the Collateral described in the Security Documents to secure the
Obligations, as they may be amended, modified, extended, restated or
renewed from time to time, and the terms and conditions of said
Security Documents are hereby ratified and confirmed.
This Letter Agreement shall constitute an amendment to the terms and
conditions of the Loan Documents as well as the Credit Agreement. All references
to the Loan Documents, shall hereinafter refer to such documents as amended. The
provisions of the Loan Documents, as modified herein, shall remain in full force
and effect in accordance with their terms and are hereby ratified and confirmed.
The Borrowers shall execute and deliver such additional documents and
do such other acts as the Lenders may reasonable require to implement the intent
of this Letter Agreement fully. The Borrowers shall pay all costs and expenses,
including but not limited to, attorneys' fees, incurred by the Lenders in
connection with this Letter Agreement. To the extent not otherwise paid from the
Revolving Credit Loan, the Agent, at its option, but without any obligation to
do so, may advance funds to pay any such costs and expenses that are the
obligations of the Borrowers, and all such funds advanced shall bear interest at
the highest rate provided in any Notes. This Letter Agreement may be executed in
several counterparts by the Borrowers and the Lenders, each of which shall be
deemed an original but all of which together shall constitute one and the same
Agreement.
If the foregoing is acceptable, please sign below to indicate your
consent and agreement to the above.
Very truly yours,
FLEET NATIONAL BANK (successor by
Merger to FLEET BANK-NH), as Agent
/s/ Marybeth Bighinatti By: /s/ John A. Hopper
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Witness John A. Hopper, Its Duly
Authorized Senior Vice President
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May 31, 2001
Page 3
Agreed and consented to:
NASHUA CORPORATION
/s/ Marybeth Bighinatti By: /s/ John L. Patenaude
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Witness John L. Patenaude, Its Duly
Authorized V.P. Finance and CFO
RITTENHOUSE PAPER COMPANY
/s/ Marybeth Bighinatti By: /s/ John L. Patenaude
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Witness John L. Patenaude, Its Duly
Authorized V.P. Finance and CFO
RITTENHOUSE, L.L.C.
/s/ Marybeth Bighinatti By: /s/ John L. Patenaude
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Witness John L. Patenaude, Its Duly
Authorized V.P. Finance and CFO
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