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Exhibit 10.19
AMENDMENT TO THE REVOLVING CREDIT AND TERM LOAN AGREEMENT
[FLEET LETTERHEAD]
October 23, 2000
Nashua Corporation
11 Trafalgar Square
2nd Floor
Nashua, NH 03063
Rittenhouse Paper Company
250 South Northwest Highway
Parkridge, IL 60068
Rittenhouse, L.L.C.
11 Trafalgar Square
2nd Floor
Nashua, NH 03063
RE: FINANCIAL COVENANTS VIOLATION WAIVER
Ladies and Gentlemen:
Reference is hereby made to that certain Revolving Credit and Term Loan
Agreement dated April 14, 2000 (the "Credit Agreement") by and among Nashua
Corporation ("Nashua"), Rittenhouse, L.L.C. ("Rittenhouse"), Rittenhouse Paper
Company ("RPC") (Nashua, Rittenhouse and RPC are referred to individually as a
"Borrower" and collectively as the "Borrowers") and Fleet National Bank
(successor by merger to Fleet Bank-NH) ("Fleet") as a Lender and as an Agent for
itself and the other Lender, LaSalle Bank National Association ("LaSalle") and
other lenders from time to time as a party thereto (collectively, the
"Lenders"). Capitalized terms used herein which are not otherwise defined, shall
have the meaning given to such terms in the Credit Agreement.
The purpose of this correspondence is to set forth the terms and conditions
of the Lenders' agreement to waive the Borrowers' violations of the Total Funded
Debt to EBITDA Ratio and the Fixed Charge Coverage Ratio as set forth in
Sections 8(b) and 8(c) in the Credit Agreement for the third quarter ending
September 30, 2000. In consideration of the Lenders agreeing to waive the
foregoing Total Funded Debt to EBITDA Ratio and the Fixed Charge Coverage Ratio
violations for said third quarter, the Borrowers agree to pay a waiver fee in
the amount of
A FleetBoston Financial Company
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October 23, 2000
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$87,500 upon execution of this Letter Agreement. Also, in consideration of said
waivers, the Borrowers and the Lenders agree to amend the Credit Agreement as
follows:
1. Section 6.2(f) of the Credit Agreement is hereby amended by deleting it
in its entirety and replacing it with the following:
"On or before every Wednesday of each week, the Borrowers shall deliver to
the Lenders a weekly certificate in the form attached hereto as Exhibit C,
certifying the amount of the Borrowing Base for the previous week ending on
the previous Friday;"
2. Section 6.2(k) of the Credit Agreement is hereby amended by adding the
following at the end of said Section:
"The Borrowers shall accord the Lenders and the Lenders' representatives
with access from time to time (including periodic audits performed at the
Lenders' reasonable discretion) as the Lenders and such representatives may
require to all properties owned by or over which any Borrower has control,
for purposes of auditing the Borrowers' books and records. The Borrowers
shall pay the Lenders such fees and expenses as it customarily charges in
connection with such audits during the term of this Credit Agreement. The
Lenders and the Lenders' representatives shall have the right and the
Borrowers will permit the Lenders and such representatives from time to
time as the Lenders and such representatives may request, to examine,
inspect, copy and make extracts from any and all of the Collateral, and any
and all of the Borrowers' books, records, electronic stored data, papers
and files, and to verify the Collateral or any portion thereof (such
verification including, without limitation, through contract with account
debtors)."
3. Section 6.12 of the Credit Agreement is hereby amended by adding the
following at the end of said Section:
"At the Lenders' request, Rittenhouse agrees to transfer all collections in
the lockbox account maintained by LaSalle to the Agent on a daily basis
using electronic funds transfers."
4. Section 7.7 of the Credit Agreement is hereby amended by deleting the
phrase", and in excess of $10,000,000 in the aggregate in any one fiscal year
thereafter" appearing in the first sentence thereof and replacing said phrase
with", and, commencing January 1, 2001, in excess of $5,500,000 in the aggregate
in any one fiscal year thereafter."
This Letter Agreement shall constitute an amendment to the terms and
conditions of the Loan Documents as well as the Credit Agreement. All references
to the Loan Documents, shall
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October 23, 2000
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hereinafter refer to such documents as amended. The provisions of the Loan
Documents, as modified herein, shall remain in full force and effect in
accordance with their terms and are hereby ratified and confirmed.
The Borrowers shall execute and deliver such additional documents and do
such other acts as the Lenders may reasonably require to implement the intent of
this Letter Agreement fully. The Borrowers shall pay all costs and expenses,
including but not limited to, attorneys' fees, incurred by the Lenders in
connection with this Letter Agreement. To the extent not otherwise paid from the
Revolving Credit Loan, the Agent, at its option, but without any obligation to
do so, may advance funds to pay any such costs and expenses that are the
obligations of the Borrowers, and all such funds advanced shall bear interest at
the highest rate provided in any Notes. This Letter Agreement may be executed in
several counterparts by the Borrowers and the Lenders, each of which shall be
deemed an original but all of which together shall constitute one and the same
Agreement.
If the foregoing is acceptable, please sign below to indicate your consent
and agreement to the above.
Very truly yours,
FLEET NATIONAL BANK (successor by merger
to FLEET BANK-NH), as Agent
/s/ Gregory J. Shaw By: /s/ John A. Hopper
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Witness John A. Hopper, Its Duly
Authorized Senior Vice President
Agreed and consented to:
/s/ Linda J. Madden By: /s/ John L. Patenaude
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Witness John L. Patenaude, Its Duly
Authorized Vice President -
Finance - CFO
RITTENHOUSE PAPER COMPANY
/s/ Linda J. Madden By: /s/ John L. Patenaude
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Witness John L. Patenaude, Its Duly
Authorized Treasurer - V.P.
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October 23, 2000
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RITTENHOUSE, L.L.C.
/s/ Linda J. Madden By: /s/ John L. Patenaude
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Witness John L. Patenaude, Its Duly
Authorized Vice President-Treasurer
STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH
The foregoing instrument was acknowledged before me this 25th day of
October, 2000, by John A. Hopper, the duly authorized Senior Vice President, of
FLEET NATIONAL BANK (successor by merger to Fleet-NH), a national bank organized
under the laws of the United States, on behalf of the same.
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Justice of the Peace/Notary Public
My Commission Expires: _________________
Notary Seal
STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH
The foregoing instrument was acknowledged before me this 25th day of
October, 2000, by John L. Patenaude, the duly authorized Vice President-Finance
and CFO of NASHUA CORPORATION, a Delaware corporation, on behalf of the same.
/s/ Suzanne L. Ansara
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Justice of the Peace/Notary Public
My Commission Expires: _________________
Notary Seal
SUZANNE L. ANSARA
NOTARY PUBLIC
STATE OF NEW HAMPSHIRE
My commission expires Jan. 20, 2004
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October 23, 2000
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STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH
The foregoing instrument was acknowledged before me this 25th day of
October, 2000, by John L. Patenaude, the duly authorized Vice
President-Treasurer of RITTENHOUSE PAPER COMPANY, an Illinois corporation, on
behalf of the same.
/s/ Suzanne L. Ansara
----------------------------------------
Justice of the Peace/Notary Public
My Commission Expires: _________________
Notary Seal
SUZANNE L. ANSARA
NOTARY PUBLIC
STATE OF NEW HAMPSHIRE
My commission expires Jan. 20, 2004
STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH
The foregoing instrument was acknowledged before me this 25th day of
October, 2000, by John L. Patenaude, the duly authorized Vice
President-Treasurer of RITTENHOUSE, L.L.C., an Illinois limited liability
company, on behalf of the same.
/s/ Suzanne L. Ansara
----------------------------------------
Justice of the Peace/Notary Public
My Commission Expires: _________________
Notary Seal
SUZANNE L. ANSARA
NOTARY PUBLIC
STATE OF NEW HAMPSHIRE
My commission expires Jan. 20, 2004
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October 23, 2000
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LENDER COUNTERPART SIGNATURE PAGE TO LETTER AGREEMENT AMONG
NASHUA CORPORATION, RITTENHOUSE PAPER COMPANY AND RITTENHOUSE, L.L.C.,
AS BORROWERS AND FLEET NATIONAL BANK, AS AGENT
Agreed and Consented to:
LASALLE BANK NATIONAL ASSOCIATION
as Lender
[Illegible] By: /s/ Brian L. Sullivan
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Witness Brian L. Sullivan, Its Duly
Authorized Assistant Vice President
STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH
The foregoing instrument was acknowledged before me this 24th day of
October, 2000, by Effie Dale Scott, the duly authorized Notary Public of LaSalle
Bank National Association, a national banking association, on behalf of the
same.
/s/ Effie Dale Scott
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Justice of the Peace/Notary Public
My Commission Expires: 03/24/03
Notary Seal
OFFICIAL SEAL
EFFIE DALE SCOTT
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES: 03/24/03
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October 23, 2000
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LENDER COUNTERPART SIGNATURE PAGE TO LETTER AGREEMENT AMONG
NASHUA CORPORATION, RITTENHOUSE PAPER COMPANY AND RITTENHOUSE, L.L.C.,
AS BORROWERS AND FLEET NATIONAL BANK, AS AGENT
Agreed and Consented to:
FLEET NATIONAL BANK (successor by merger
to FLEET BANK-NH), as Lender
/s/ Gregory J. Shaw By: /s/ John A. Hopper
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Witness John A. Hopper, Its Duly
Authorized Senior Vice President
STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH
The foregoing instrument was acknowledged before me this _____ day of
October, 2000, by John A. Hopper, the duly authorized Senior Vice President of
FLEET NATIONAL BANK (successor by merger to Fleet Bank-NH), a national bank
organized under the laws of the United States, on behalf of the same.
----------------------------------------
Justice of the Peace/Notary Public
My Commission Expires: 03/24/03
Notary Seal
