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EXHIBIT 4.03
AMENDMENT NO. 2 TO NOTE AGREEMENT
THIS AGREEMENT, entered into as of January 27, 1994 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. Amendments to the Note Agreement.
1.1 Paragraph 6A of the Note Agreement is hereby
amended to read in its entirety as follows:
"6A. CURRENT RATIO. The Company will not
at any time permit Consolidated Current Assets to
be less than one hundred fifteen percent (115%)
of Consolidated Current Liabilities."
1.2 Paragraph 6F of the Note Agreement is hereby
amended:
(a) to delete the word "and" at the end
of clause (iv) thereof;
(b) to insert the following new clause
(v) immediately after clause (iv) thereof:
"(v) Transfers of all the Property
associated with the Company's 'computer
products segment' as accounted for in
accordance with Financial Accounting
Standards Board 14 (Segment of Business
Reporting) and as disclosed in the
footnotes to the Company's annual report;"
and
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(c) to renumber the existing clause (v) thereof to
become clause (vi) thereof.
1.3 The definition of "Consolidated Net Income" in paragraph
10B thereof is hereby amended:
(a) to delete the word "and" at the end of clause
(ix) thereof;
(b) to delete the period at the end of clause (x)
thereof and replace it with "; and "; and
(c) to add a new clause (xi) thereto to read in its
entirety as follows:
"(xi) a one time charge appearing as a
separate line item on the Company's income statement
as 'restructuring and other charges' of up to
$45,000,000 before income taxes of the Company
incurred in the 4th quarter of 1993 and principally
associated with the Company's write down of assets of
its 'computer products segment' and the consolidation
and restructuring of its office supplies and coated
products segment.'"
2. Effective Date. The terms of Section 1 of this Agreement
shall be effective as of December 31, 1993.
3. Miscellaneous.
3.1 Capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Note Agreement.
3.2 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.
3.3 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.
3.4 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.
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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: Kevin J. Kraska
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Title: Vice President
NASHUA CORPORATION
By: Daniel M. Junius
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Title: Treasurer