<PAGE>   1
                                                    Exhibit 4.4(c)

                                                     [KEY LOGO]
                                                     KEYBANK
                                                     127 Public Square
                                                     Cleveland, OH  44114-1306

March 28, 2000

Mr. Gregory T. Knipp
Paragon Corporate Holdings, Inc.
7400 Caldwell Avenue
Niles, Il 60714

RE: Paragon Corporate Holdings, Inc./A.B. Dick Company Covenant Waivers

Dear Greg:

Reference is hereby made to that certain Credit and Security Agreement
("Agreement") dated as of April 1, 1998 as amended on March 17, 1999, between
Paragon Corporate Holdings, Inc. ("Paragon") and Key Corporate Capital Inc.
("KCCI"). Unless otherwise defined herein, each of the capitalized terms used
herein and not otherwise defined herein shall have the meaning ascribed such
term in the Agreement.

Pursuant to recent discussions, Paragon has notified KCCI of certain covenant
violations under Section 8.4(a) and 8.4(b) of the Agreement for the period
ended December 31, 1999 and March 31, 2000. Section 8.4(a) states that the
Consolidated EBITDA of A.B. Dick as at the end of any Cumulative Four Fiscal
Quarter Period ending after the Closing Date shall not be less than
$10,250,000. Section 8.4(b) states that the Consolidated Fixed Charge Coverage
Ratio for Paragon and AB Dick as at the end of any Cumulative Four Fiscal
Quarter Period shall not be less than 1.20 to 1.0.

In response to your request, KCCI hereby waives any remedies it may have with
respect to the specific covenant violations existing under the aforementioned
sections of the Agreement for the period ended December 31, 1999 and March 31,
2000. This waiver shall not apply to any other Covenant violation or Event of
Default except for the specifically aforementioned covenant violations. Nothing
herein shall be construed or implied that KCCI will grant a waiver of the
covenant violations of these or any other provisions of the Agreement in the
future.

The violated covenants will be amended as follows:

--------------------------------------------------------------------------------
                                                  Amended
           Covenant                             Requirement
--------------------------------------------------------------------------------
  A.B. Dick:                        $2,050M for the six-month period ending
  Section 8.4(a)                    June 30, 2000
  Min. Consolidated EBITDA          $5,700M for the nine-month period ending
                                    September 30, 2000
                                    $11,000M for the twelve-month period ending
                                    December 31, 2000 and each rolling four
                                    quarters thereafter
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March 28, 2000 - Paragon Corporate Holdings, Inc. Covenant Waivers

<TABLE>
<S>                       <C>
A.B. DICK:                Greater than or equal to 0.50 for the six-month period ending June, 30 2000
Section 8.4(b)            Greater than or equal to 1.20 for the nine-month period ending September 30, 2000
Fixed Charge Coverage     Greater than or equal to 1.20 for the twelve-month period ending December 31, 2000
                            and each rolling four quarters thereafter


PARAGON CORP. HOLDINGS:   No covenant for the six-month period ending June 30, 2000
(CONSOLIDATED):           Greater than or equal to 0.25 for the nine-month period ending September 30, 2000
Section 8.4(b)            Greater than or equal to 0.50 for the twelve-month period ending December 31, 2000
Fixed Charge Coverage     Greater than or equal to 1.20 for the three-month period ending March 31, 2001 and
                           each quarter thereafter calculated on a cumulative basis through the twelve-month
                           period ending December 31, 2001
                          Greater than or equal to 1.20 for each rolling four quarters thereafter


</TABLE>
The execution of this letter shall serve as acknowledgement that the foregoing
waiver shall not affect the continued legality, validity, and binding effects of
the Agreement in its entirety and that the Agreement and each of the loan
documents continue to be freely enforceable in accordance with their terms and
are hereby ratified and confirmed by Paragon.  If the foregoing is acceptable to
you, kindly acknowledge your agreement thereto by executing and returning this
letter to my attention.

Very truly yours,

/s/ Christine A. Schoaf

Christine A. Schoaf
Assistant Vice President
Structured Finance


Please execute in the space below to acknowledge the waivers for the specific
covenant violations mentioned above as well as the continued legality and
validity of the Agreement in its entirety.


                                        ACCEPTED AND AGREED TO AS OF THIS
                                          29TH DAY OF MARCH, 2000

                                        PARAGON CORPORATE HOLDINGS, INC.

                                        BY:  /s/ Frank D. Zaffino

                                        ITS: President and CEO