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Exhibit 4.06
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This amendment, dated as of June 24, 1998, amends the Rights Agreement (the
"Rights Agreement"), dated as of July 19, 1996, between Nashua Corporation, a
Delaware corporation (the "Company"), and The First National Bank of Boston, a
national banking association (the "Rights Agent"). Terms defined in the Rights
Agreement and not otherwise defined herein are used herein as so defined.
WITNESSETH:
WHEREAS, on July 19, 1996, the Board of Directors of the Company authorized the
issuance of Rights to purchase, on the terms and subject to the provisions of
the Rights Agreement, one one-hundredth of a share of the Company's Series B
Participating Preferred Stock;
WHEREAS, on July 19, 1996, the Board of Directors of the Company authorized and
declared a dividend distribution of one Right for every share of Common Stock of
the Company outstanding on the Record Date and authorized the issuance of one
Right (subject to certain adjustments) for each share of Common Stock of the
Company issued between the Record Date and the Distribution Date;
WHEREAS, on July 19, 1996, the Company and the Rights Agent entered into the
Rights Agreement to set forth the description and terms of the Rights; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Continuing
Directors now desire to amend certain provisions of the Rights Agreement in
order to modify certain provisions contained therein;
NOW, THEREFORE, the Rights Agreement is hereby amended by deleting "10%" in all
places where such term is used and substituting therefor "20%".
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the
Rights Agreement to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
Attest: NASHUA CORPORATION
By /s/ Xxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxxx
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Secretary Xxxxxx X. Xxxxxxx
Chairman, President and
Chief Executive Officer
Attest: THE FIRST NATIONAL BANK OF BOSTON
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxx X. Xxxxxx-Xxxx
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Xxxxx X. Xxxxxx-Xxxx
Administration Manager
