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EXHIBIT 4.4(f)
August 11, 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, March 31,
2000 and May 10, 2000, 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 periods
ended June 30, 2000 and September 30, 2000. Section 8.4(a) states that the
Consolidated EBITDA of A.B.Dick for the period of January 1, 2000 through June
30, 2000 shall not be less than $2,050,000 and January 1, 2000 through September
30, 2000 shall not be less than $5,700,000. Section 8.4(b) states that the
Consolidated Fixed Charge Coverage Ratio for AB Dick for the period of January
1, 2000 through June 30, 2000 shall not be less than 0.50 to 1.0 and January 1,
2000 through September 30, 2000 shall not be less than 1.20 to 1.0. Section
8.4(b) also states that the Consolidated Fixed Charge Coverage Ratio for Paragon
for the period of January 1, 2000 through September 30, 2000 shall not be less
than 0.25 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 periods ended June 30, 2000 and September 30,
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 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,
Christine A. Schoaf
Assistant Vice President
Structured Finance
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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
___ DAY OF AUGUST, 2000
PARAGON CORPORATE HOLDINGS, INC.
BY:
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ITS:
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