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EXHIBIT 4.02
AMENDMENT NO. 1 TO NOTE AGREEMENT
THIS AGREEMENT, entered into as of December 31, 1991, by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Prudential") and NASHUA
CORPORATION (the "Company").
W I T N E S S E T H:
WHEREAS, the parties hereto have executed and delivered that
certain Note Agreement, dated as of September 13, 1991 (the "Note Agreement");
WHEREAS, Prudential is the holder of 100% of the Notes issued
under the Note Agreement; and
WHEREAS, the parties hereto wish to amend certain terms of the
Note Agreement.
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Amendment of Paragraph 6H of the Note Agreement. Clause (iii)
of paragraph 6H of the Note Agreement is hereby amended and restated as
follows:
"(iii) Investments in
(a) commercial paper issued by any Person organized under the
laws of the United States or any state thereof and rated "P-1" or higher by
Moody's Investors Service, Inc. or "A-1" or higher by Standard & Poor's
Corporation;
(b) certificates of deposit issued by any bank (i) organized
under the laws of the United States or any state thereof, (ii) the deposits of
which are insured by the Federal Deposit Insurance Corporation and (iii) having
combined capital and surplus aggregating in excess of Five Hundred Million
Dollars ($500,000,000);
(c) marketable direct obligations of, or obligations
unconditionally guaranteed by, the United States government or any agency
thereof;
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(d) Investments issued by any Person organized under the laws
of the United States or any state thereof rated "MIG-1" or "VMIG-1" by Moody's
Investors Services, Inc. or "SP-1" by Standard & Poor's Corporation;
(e) Investments issued by any Person organized under the laws
of the United States or any state thereof rated "MIG-2" or "VMIG-2" by Moody's
Investors Services, Inc. or "SP-2" by Standard & Poor's Corporation; provided,
that the aggregate book value of Investments made by the Company and its
Subsidiaries pursuant to this clause (e) shall not at any time exceed 20% of
the book value of the aggregate Investments made by the Company and its
Subsidiaries pursuant to all of subparagraph (iii); and
(f) municipal securities issued by any Person organized under
the laws of the United States or any state thereof which are unrated or are
rated below "MIG-2" or "VMIG-2" by Moody's Investors Services, Inc. or below
"SP-2" by Standard & Poor's Corporation; provided, that the obligation of the
issuer thereof to make timely payment thereunder is secured by an irrevocable
stand-by letter of credit in an amount equal to the full amount due on the
Investment and issued by a bank organized under the laws of the United States
or any state thereof, which has unsecured and unenhanced public debt
outstanding rated A1 or higher by Moody's Investors Services, Inc. or A+ or
higher by Standard & Poor's Corporation; provided further, that the aggregate
book value of Investments made by the Company and its Subsidiaries pursuant to
this clause (f) shall not at any time exceed 15% of the book value of the
aggregate Investments made by the Company and its Subsidiaries pursuant to all
of subparagraph (iii);
provided, in each case, that such Investments are payable in the United States
in United States dollars and mature with one (1) year from the date of issuance
thereof; provided further, that, in the case of the Investments described in
clauses (d), (e) and (f) above which grant the holder thereof the right to
remarket the Investment at par, not less frequently than weekly, to the public
or, in the event the Investment cannot be remarketed, to unconditionally put
the Investment back to the issuer thereof at par (which repurchase obligation
of the issuer is secured by a stand-by letter of credit of the type described
in the first proviso to clause (f) above), such Investments may mature beyond
one year from the date of issuance."
2. Effective Date. The terms of Section 1 of this Agreement shall be
effective as of October 1, 1991.
3. Miscellaneous.
(a) Capitalized terms not otherwise defined herein shall have the meanings
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ascribed thereto in the Note Agreement.
(b) On and after the date hereof, each reference in the Note
Agreement and the Notes issued thereunder shall mean and be a reference to the
Note Agreement as amended by This Agreement.
(c) The Note Agreement, as amended by this Agreement, is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.
(d) This Agreement may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to set their hands below as of the day and year first above
written.
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: Charles E. Mather
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Title: Second Vice President
NASHUA CORPORATION
By: Daniel M. Junius
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Title: Treasurer