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May 15, 2001
Exhibit 4.4 (h)
Paragon Corporate Holdings
7400 Caldwell Avenue
Niles, Illiniois 60714
Attention: John H. Fountain, Chairman
Re: Credit and Security Agreement
Dear Sir:
Reference is hereby made to that certain Credit and Security Agreement,
dated as of April 1, 1998, as amended by that certain Amendment No. 1 to Credit
and Security Agreement, dated as of March 17, 1999, as further amended by that
certain Amendment No. 2 to Credit and Security Agreement, dated as of March 31,
2000, as further amended by that certain Amendment No. 3 to Credit and Security
Agreement, dated as of May 10, 2000, as further amended by that certain
Amendment No. 4 to Credit and Security Agreement, dated as of March 31, 2001 (as
amended, modified, restated, substituted, extended and renewed at any time and
from time to time, the "Credit Agreement"), by and among PARAGON CORPORATE
HOLDINGS INC. ("Borrower"), certain financial institutions listed on the
signature pages hereto (the "Banks"), KEY CORPORATE CAPITAL INC., as Letter of
Credit Bank (the "Letter of Credit Bank"), and KEY CORPORATE CAPITAL INC. as
Agent for the Banks and the Letter of Credit Bank (the "Agent"). All capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the Credit Agreement.
Borrower has informed the Agent and the Banks that the Consolidated
EBITDA of A. B. Dick for the period beginning January 1, 2001 and ending March
31, 2001, was approximately $-438,000, which amount violated Section 8.4(a) of
the Credit Agreement and resulted in an Event of Default. The Agent and the
Banks hereby waive such Event of Default resulting from the violation of Section
8.4(a) of the Credit Agreement for the period beginning January 1, 2001 and
ending March 31, 2001.
Borrower has informed the Agent and the Banks that the Consolidated
Fixed Charge Coverage Ratio of A.B. Dick as at the end of the period beginning
January 1, 2001 and ending March 31, 2001, was approximately -0.56 which amount
violated Section 8.4(b)(ii) of the Credit Agreement and resulted in an Event of
Default. The Agent and the Banks hereby waive such Event of Default resulting
from the violation of Section 8.4(b)(ii) of the Credit Agreement for the period
beginning January 1, 2001 and ending March 31, 2001.
The waivers granted herein are limited strictly to their respective
terms, shall apply only to the specific waivers described herein, shall not
extend to or affect any of the Borrower's other obligations contained in the
Credit Agreement or any of the other financing documents and shall not impair
any rights consequent thereon. Except as expressly set forth herein, nothing
contained herein shall be deemed to be a waiver of, or shall in any way impair
or prejudice, any rights of the Agent or the Banks under the Credit Agreement.
Neither the Agent nor any Bank shall have any obligation to issue any other or
further waivers with respect to the subject matter hereof or any other matter,
and, except as expressly provided herein, the Credit Agreement and all
documents, instruments and agreements related thereto are hereby ratified and
confirmed in all respects and shall continue in full force and effect.
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The effectiveness of this waiver is conditioned upon the Agent's
receipt of the attached acknowledgment and consent executed by the Borrower.
Sincerely,
KEY CORPORATE CAPITAL INC., as Agent KEY CORPORATE CAPITAL INC., as a Bank
___________________________________ ____________________________________
By:________________________________ By:________________________________
Its:_______________________________ Its:________________________________
KEY CORPORATE CAPITAL INC., as a Letter of
Credit Bank
____________________________________
By:_________________________________
Its:________________________________
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ACKNOWLEDGMENT AND CONSENT
As of the date of this Acknowledgment and Consent, Borrower has no
defenses, claims, counterclaims or setoffs with respect to the Credit Agreement
or its Obligations thereunder or with respect to any actions of the Agent, any
Bank or any of their respective officers, directors, shareholders, employees,
agents or attorneys, and Borrower irrevocably and absolutely waives any such
defenses, claims, counterclaims and setoffs and releases the Agent, the Banks
and each of their respective officers, directors, shareholders, employees,
agents and attorneys from the same.
PARAGON CORPORATE HOLDINGS INC.
___________________________________
By:_________________________________
Its:________________________________
Dated May 15, 2001.
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