exv4w1



 





Exhibit 4.1




SIXTH AMENDMENT

TO CREDIT AGREEMENT




     This SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 1, 2004
(the “Sixth Amendment”), is entered into among NASHUA CORPORATION, a
Massachusetts corporation (the “Borrower”), whose address is 11 Trafalgar
Square, 2nd Floor, Nashua, New Hampshire 03063, FLEET NATIONAL BANK, a
national Banking association (“Fleet”) and LASALLE BANK NATIONAL ASSOCIATION,
a national Banking association (“LaSalle”, together with Fleet, the “Banks”
and as agent for the Banks “Agent”), whose address is 135 South LaSalle
Street, Chicago, Illinois 60603.



RECITALS:




     A. The Borrower and the Banks entered into that certain Credit Agreement
dated as of March 1, 2002, as amended by that certain First Amendment to
Credit Agreement, dated as of July 15, 2003, that certain Waiver and Second
Amendment to Credit Agreement, dated as of July 24, 2003, that certain Third Amendment
to Credit Agreement, dated as of September 25, 2003, that certain Fourth Amendment
to Credit Agreement, dated as of December 30, 2003 and that certain Fifth Amendment
to Credit Agreement, dated as of March 31, 2004 (as further amended, restated and
modified from time to time, the “Credit Agreement”).



     B. At the present time the Borrower requests, and the Banks are agreeable
to amend the Credit Agreement to (i) incorporate descriptive
terminology, cross-collateralization and cross-default provisions regarding the Bank’s
issuance of an irrevocable letter of credit in support of The Industrial Development
Board of the City of Jefferson City, Tennessee’s issuance of Industrial Development Revenue
Bonds (the “2004 IRB Letter of Credit”), with supporting Reimbursement Agreement and
(ii) other provisions as identified herein, pursuant to the terms and conditions
hereinafter set forth.



     NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Borrower and the Banks hereby agree as follows:



AGREEMENTS:




     1. RECITALS



     The foregoing Recitals are hereby made a part of this Sixth Amendment.



     2. DEFINITIONS



     Capitalized words and phrases used herein without definition shall have
the respective meanings ascribed to such words and phrases in the Credit
Agreement.



 









 





     3. AMENDMENTS TO THE CREDIT AGREEMENT




     3.1 Definitions. The following new definitions are hereby added to Section 1.1 of the Credit Agreement in alphabetical order
to read as follows:




     (a) “Reimbursement Agreement means that certain Reimbursement Agreement dated as of December 1, 2004, between
Borrower and Bank, pursuant to which Bank agreed to issue an irrevocable direct pay letter of credit in favor of LaSalle
Bank National Association, as trustee for the bondholders under the Indenture of Trust dated as of December 1, 2004 between The
Industrial Development Board of the City of Jefferson City,Tennessee and such trustee, in the amount of $2,841,425.00,
as heretofore or hereafter amended, restated, modified or supplemented from time to time.”




     (b) “Revolving Outstandings mean, at any time, the sum
of (a) the aggregate principal amount of all outstanding
Revolving Loans, plus (b) the Stated Amount of all Letters of Credit,
plus (c) the Stated Amount of all 2004 IRB Letters of Credit.”




     3.2 The following definitions are hereby deleted from Section
1.1 of the Credit Agreement in their entirety and are replaced with
the following definitions:




     (a)
“Collateral Documents means the Security
Agreement, the Mortgage, the Reimbursement Agreement, and
any other agreement or instrument pursuant to which the Company,
any Subsidiary or any other Person grants collateral to the
Agent for the benefit of the Banks in connection herewith.”




     (b) “Stated Amount means, with respect to any Letter of
Credit or 2004 IRB Letter of Credit at any date of
determination, (a) the maximum aggregate amount available for drawing
thereunder under any and all circumstances plus (b) the aggregate
amount of all unreimbursed payments and disbursements under such
Letter of Credit or 2004 IRB Letter of Credit.”




     3.3 Section 2.1.3 L/C Commitment. Section 2.1.3 is hereby
deleted in its entirety and replaced with the following:




     “2.1.3
L/C Commitment. (a) The Issuing Bank will issue
letters of credit, in each case containing such terms and
conditions as are permitted by this Agreement and are reasonably
satisfactory to the Issuing Bank (each a “Letter of Credit”; such
Letter(s) of Credit shall exclude that certain direct pay letter
of credit dated as



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of December 1, 2004, the available face amount of which is
$2,841,425.00, relating to the indebtedness described in
Section 10.7(i) (the “2004 IRB Letter of Credit”)), at the
request of and for the account of the Company from time to
time before the date which is 30 days prior to the
Termination Date and (b) as more fully set forth in Section
2.3.2, each Bank agrees to purchase a participation in each
such Letter of Credit; provided that (i) the aggregate
Stated Amount of all Letters of Credit shall not at any time
exceed $5,000,000 and (ii) the Revolving Outstandings will
not at any time exceed the lesser of (x) the Revolving
Commitment Amount and (y) the Borrowing Base.”




     3.4 Section 10.7 Limitations on Debt. Section 10.7 is
hereby amended by deleting the word “and” at the end of Section 10.7(g) and
by inserting “; and” at the end of Section 10.7(h) and by inserting a new Section
10.7(i) to read as follows:




     “(i) Debt to The Industrial Development Board of the City of
Jefferson City, Tennessee in connection with the industrial
development revenue bonds issued thereby secured by a Loan
Agreement dated as of December 1, 2004 between the Borrower and The
Industrial Development Board of the City of Jefferson City,
Tennessee.”




     3.5 Section 10.8 Liens. Section 10.8 is hereby amended by
deleting the word “and” at the end of Section 10.8(h) and by inserting “;
and” at the end of Section 10.8(i) and by inserting a new Section 10.8(j) to read as
follows:




     “(j) liens securing Debt permitted under Section
10.7(i).”




     3.6 Section 12.1.2. Section 12.1.2 is hereby deleted in its entirety
and replaced to read as follows:




     “12.1.2. Non-Payment of Other Debt. Any default shall occur
under the terms applicable to any Debt of the Company or any
Subsidiary, including but not limited to any obligations arising
under the Reimbursement Agreement, in an aggregate amount (for all
such Debt so affected) exceeding $500,000 and such default shall
(a) consist of the failure to pay such Debt when due, whether by
acceleration or otherwise, or (b) accelerate the maturity of such
Debt or permit the holder or holders thereof, or any trustee or
agent for such holder or holders, to cause such Debt to become due
and payable (or require the Company or any Subsidiary to purchase
or redeem such Debt) prior to its expressed maturity”



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     4. REPRESENTATIONS AND WARRANTIES



     To induce the Banks to enter into this Sixth Amendment, the Borrower
hereby certifies, represents and warrants to the Banks that:




4.1 Organization



     The Borrower is a corporation duly organized, existing and in good
standing under the laws of the Commonwealth of Massachusetts, with full and
adequate corporate power to carry on and conduct its business as presently
conducted. The Borrower is duly licensed or qualified in all foreign
jurisdictions wherein the nature of its activities require such qualification
or licensing. The exact legal name of the Borrower is as set forth in the
preamble of this Sixth Amendment, and the Borrower currently does not conduct,
nor has it during the last five (5) years conducted, business under any other
name or trade name, except that some of its operations were conducted under the
name Rittenhouse, Rittenhouse Paper Company or Rittenhouse, L.L.C. prior to
2002. The Borrower will not change its name, its organizational identification
number, its type of organization, its jurisdiction of organization or other
legal structure.




4.2 Authorization



     The Borrower is duly authorized to execute and deliver this Sixth
Amendment and is and will continue to be duly authorized to borrow monies under
the Credit Agreement, as amended hereby, and to perform its obligations under
the Credit Agreement, as amended hereby.




4.3 No Conflicts



     The execution and delivery of this Sixth Amendment and the performance by
the Borrower of its obligations under the Credit Agreement, as amended hereby,
do not and will not conflict with any provision of law or of the articles of
incorporation of the Borrower or of any agreement binding upon the Borrower.




4.4 Validity and Binding Effect



     The Credit Agreement, as amended hereby, is a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, except as enforceability may be limited by Bankruptcy, insolvency or
other similar laws of general application affecting the enforcement of
creditors’ rights or by general principles of equity limiting the availability
of equitable remedies.




4.5 Compliance with Credit Agreement



     The representation and warranties set forth in Section 9 of the Credit
Agreement, as amended hereby, are true and correct with the same effect as if
such representations and warranties had been made on the date hereof, with the
exception that all references to the



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financial statements shall mean the financial statements most recently
delivered to the Banks and except for such changes as are specifically
permitted under the Credit Agreement. In addition, the Borrower has complied
with and is in compliance with all of the covenants set forth in the Credit
Agreement, as amended hereby, including, but not limited to, those set forth
in Section 10 thereof.





4.6 No Event of Default



     As of the date hereof, no Event of Default under Section 12 of the Credit
Agreement, as amended hereby, or event or condition which, with the giving of
notice or the passage of time, or both, would constitute an Event of Default,
has occurred or is continuing.



     5. CONDITIONS PRECEDENT



     This Sixth Amendment shall become effective as of the date above first
written after receipt by the Banks of the following documents and fees (and
the date on which all such conditions precedent have been satisfied or waived
by the Banks shall be called the “Sixth Amendment
Effective Date”):




5.1 Sixth Amendment



     This Sixth Amendment executed by the Borrower, the Agent and the Banks.




5.2 First Amendment to Security Agreement



     The First Amendment to Security Agreement executed by the Borrower and
LaSalle Bank National Association, as Agent for the Lender Parties referred to
therein.




5.3 Second Amendment to Mortgage



     The Second Amendment to Mortgage executed by the Borrower for the benefit
of LaSalle Bank National Association, as Agent for the Banks.




5.4 Reimbursement Agreement



     The Reimbursement Agreement executed by the Borrower and LaSalle Bank
National Association.




5.5 Pledge and Security Agreement



     The Pledge and Security Agreement executed by the Borrower for the benefit
of LaSalle Bank National Association, and consented to by LaSalle Bank National
Association, as Trustee under the Indenture.



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5.6 Negative Pledge Agreement



     The Negative Pledge Agreement executed by the Borrower for the benefit of
LaSalle Bank National Association, prohibiting the Borrower from granting any
encumbrances on the newly acquired property in Jefferson City, Tennessee.




5.7 Resolutions



     A certified copy of resolutions of the Board of Directors and/or
shareholders of the Borrower authorizing the execution, delivery and
performance of this Sixth Amendment and the related loan documents.




5.8 Other Documents



     Such other documents, certificates and/or opinions of counsel as the
Banks may request.




5.9 Sixth Amendment Fee



     The Borrower agrees to pay each of the Banks a Sixth Amendment Fee in the
amount of Two-Thousand Five-Hundred and 00/100 Dollars ($2,500.00).



     6. GENERAL




6.1 Governing
Law; Severability



     This Sixth Amendment shall be construed in accordance with and governed
by the laws of Illinois. Wherever possible each provision of the Credit
Agreement and this Sixth Amendment shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of the
Credit Agreement and this Sixth Amendment shall be prohibited by or invalid
under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of the Credit Agreement and this Sixth
Amendment.




6.2 Successors and Assigns



     This Sixth Amendment shall be binding upon the Borrower and the Banks and
their respective successors and assigns, and shall inure to the benefit of the
Borrower and the Banks and the successors and assigns of the Banks.




6.3 Continuing Force and Effect of Loan Documents



     Except as specifically modified or amended by the terms of this Sixth
Amendment, all other terms and provisions of the Credit Agreement and the other
Loan Documents are incorporated by reference herein, and in all respects, shall
continue in full force and effect. The Borrower, by execution of this Sixth
Amendment, hereby reaffirms, assumes and binds itself to all of the
obligations, duties, rights, covenants, terms and conditions that are contained
in the Credit Agreement and the other Loan Documents.



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6.4 Financing Statements



     The Borrower hereby irrevocably authorizes the Banks at any time and from
time to time to file in any jurisdiction any initial UCC financing statements
and/or amendments thereto that (a) describe the Collateral, and (b) contain
any other information required by part 5 of Article 9 of the UCC for the
sufficiency or filing office acceptance of any financing statement or
amendment.




6.5 References to Credit Agreement



     Each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, or words of like import, and each reference to the Credit Agreement
in any and all instruments or documents delivered in connection therewith,
shall be deemed to refer to the Credit Agreement, as amended hereby.




6.6 Expenses



     The Borrower shall pay all costs and expenses in connection with the
preparation of this Sixth Amendment and other related loan documents,
including, without limitation, reasonable attorneys’ fees and time charges of
attorneys who may be employees of the Banks or any affiliate or parent of the
Banks. The Borrower shall pay any and all stamp and other taxes, UCC search
fees, filing fees and other costs and expenses in connection with the
execution and delivery of this Sixth Amendment and the other instruments and
documents to be delivered hereunder, and agrees to save the Banks harmless
from and against any and all liabilities with respect to or resulting from any
delay in paying or omission to pay such costs and expenses.




6.7 Counterparts



     This Sixth Amendment may be executed in any number of counterparts, all of
which shall constitute one and the same agreement.



[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties hereto have
executed this Sixth Amendment to Credit Agreement as of the
date first above written.



	 	 	 	 	 
	WITNESS:	 	NASHUA CORPORATION
	 
	 	 	 	 
	/s/ Suzanne L. Ansara
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ John L. Patenaude
	

	 	 	 	

	Suzanne L. Ansara

	 	Name:
	 	John L. Patenaude
	

	 	Title:
	 	Vice President - Finance, Chief
	

	 	 	 	Financial Officer and Treasurer
	 
	 	 	 	 
	WITNESS:	 	LASALLE BANK NATIONAL
	 	 	ASSOCIATION, as Agent
	 
	 	 	 	 
	/s/ ILLEGIBLE
	 	 	 	 
	

	 	 	 	 
	

	 	By: 	 	/s/ Brian Sullivan
	

	 	 	 	

	

	 	Name: 	 	Brian Sullivan
	

	 	Title:	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	LASALLE BANK NATIONAL
	 	 	ASSOCIATION, as a Bank
	 
	 	 	 	 
	/s/ ILLEGIBLE
	 	 	 	 
	

	 	 	 	 
	

	 	By:	 	/s/ Brian Sullivan
	

	 	 	 	

	

	 	Name:	 	Brian Sullivan
	

	 	Title:	 	Vice President
	 
	 	 	 	 
	WITNESS:	 	FLEET NATIONAL BANK, as a Bank
	 
	 	 	 	 
	/s/ ILLEGIBLE
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Mark L. Young
	

	 	 	 	

	

	 	Name:
	 	Mark L. Young
	

	 	Title:
	 	Senior Vice President