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EXHIBIT 4.01
FIRST AMENDMENT TO REVOLVING CREDIT PROMISSORY NOTE
The First Amendment to Revolving Credit Promissory Note (the "Amendment")
is dated as of this 17th day of August, 1998, by and between Nashua Corporation,
a Delaware corporation, with a mailing address at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter sometimes referred to as "Parent"), and Nashua
Photo Inc., a Delaware corporation (hereinafter each of these enterprises
including Parent is sometimes referred to in the singular as a "Maker" and
collectively with Parent as the "Makers") and Citizens Bank New Hampshire, a
guaranty savings bank organized under the laws of New Hampshire, with a place of
business at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter
referred to as the "Bank").
In consideration of the mutual promises, covenants and agreements herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. RECITALS.
1.1 Borrowers and Bank executed a Revolving Credit Promissory Note,
dated March 28, 1997 in the original principal amount of up to Eighteen Million
Dollars ($18,000,000.00) (the "Note").
1.2 In connection with the Note Borrowers and Bank executed a Loan and
Securities Agreement, dated March 28, 1997 as amended by a First Amendment to
Loan and Security Agreement of even date (the "Loan Agreement") and certain
other agreements, instruments and documents in connection with the Note, the
Loan Agreement and herewith (the "Instruments").
1.3 The Borrower and the Bank wish to, inter alia, decrease the
Principal Amount of the Note from Eighteen Million Dollars ($18,000,000.00) to
Eight Million Dollars ($8,000,000.00), as more specifically set forth herein.
1.4 Any term not specifically defined herein shall have the meaning set
forth in the Note.
2. AMENDMENTS TO THE NOTE.
2.1 On page one (1) of the Note, in the top left hand corner, change the
number "18,000,000.00" to "8,000,000.00".
2.2 On page one (1) the definition of "Principal Amount" is hereby
amended in its entirety to read: "Eight Million Dollars ($8,000,000.00)
("Principal Amount")."
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3. VALIDITY OF ORIGINAL NOTE:
In all other respects and except as specifically amended hereby, the Note
remains unchanged and in full force and effect and Marker agrees to be bound
thereby.
4. NO FURTHER OBLIGATION.
Maker confirms and agrees that the amendments contained herein shall in no
way be construed as an obligation on the part of Bank to further amend or extend
the Note or any other Instrument. This Amendment is not a novation.
5. AUTHORITY.
Maker warrants that they have full power and authority and have taken all
necessary corporate and other action and procured all necessary consents to
execute and deliver this Amendment and perform their obligations hereunder.
IN WITNESS WHEREOF, Makers have caused this First Amendment to Revolving
Credit Promissory Note to be duly executed as the date first above written.
IN THE PRESENCE OF: MAKERS:
NASHUA CORPORATION
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Witness Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice-President-Finance, CEO &
Treasurer
NASHUA PHOTO INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Witness Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
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