-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DjZZdRAvKTGNI4Tavag4hqxx3nf9RUWEHpHLrA61RHUFVQiRVbfqKtjqF3dwPTJM F1F2LJ/g4Unhy0YG4EiAxw== 0000950135-04-001699.txt : 20040402 0000950135-04-001699.hdr.sgml : 20040402 20040402114227 ACCESSION NUMBER: 0000950135-04-001699 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040331 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NASHUA CORP CENTRAL INDEX KEY: 0000069680 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 020170100 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05492 FILM NUMBER: 04712136 BUSINESS ADDRESS: STREET 1: SECOND FL STREET 2: 11 TRAFALGAR SQ CITY: NASHUA STATE: NH ZIP: 03063 BUSINESS PHONE: 6038802323 MAIL ADDRESS: STREET 1: SECOND FL STREET 2: 11 TRAFALGAR SQ CITY: NASHUA STATE: NH ZIP: 03063 8-K 1 b50072nce8vk.txt NASHUA CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2004 Nashua Corporation ------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Massachusetts 1-05492 02-0170100 ---------------------------------- ----------------------------- -------------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 11 Trafalgar Square, Second Floor, Nashua, NH 03063 - ------------------------------------------------------------------- -------------------- (Address of Principal Executive Offices) (Zip Code)
603-880-2323 ------------------------------------------------------------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On March 31, 2004, Nashua Corporation (the "Registrant") entered into a Fifth Amendment (the "Fifth Amendment") to Credit Agreement with Fleet National Bank and LaSalle Bank National Association to amend the Registrant's Credit Agreement, dated March 1, 2002, as amended. The Fifth Amendment: - extends the term of the credit facility to February 28, 2007; - modifies the definition of Fixed Charge Coverage Ratio to provide that (1) the ratio is based on the Registrant's Adjusted EBITDA and (2) payments of principal of Funded Debt, included in the calculation of the Fixed Charge Coverage Ratio, are limited to principal payments in the last four quarters; - replaces the definition and covenant relating to the Total Debt to EBITDA Ratio with a definition and covenant relating to the Funded Debt to Adjusted EBITDA Ratio; - eliminates the covenant relating to Adjusted EBITDA; and - adjusts the interest rate on loans outstanding under the credit facility to provide that the interest rate is based on the Funded Debt to Adjusted EBITDA Ratio and that the interest rate is, at the option of the Registrant, either (1) a range from zero to .25 percent over the base rate (prime) or (2) a range from 1.5% to 2.0% over LIBOR. Under the Credit Agreement, as amended, Adjusted EBITDA is EBITDA adjusted for restructuring and non-recurring charges, one-time charges and non-cash expenses mutually agreed upon by the lenders and the Registrant and certain pro forma adjustments mutually agreed upon for acquisitions. The Fifth Amendment is attached to this Current Report on Form 8-K as Exhibit 4.1, and the information contained in the Fifth Amendment is incorporated herein by reference. ITEM 7. EXHIBITS Exhibit Number Description ------ ----------- 4.1 Fifth Amendment to Credit Agreement dated as of March 31, 2004, among Nashua Corporation, Fleet National Bank and LaSalle Bank National Association. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 2, 2004 NASHUA CORPORATION By: /s/ John L. Patenaude ------------------------------------ Name: John L. Patenaude Title: Vice President - Finance, Chief Financial Officer and Treasurer EXHIBIT INDEX Exhibit Number Description - ------ ----------- 4.1 Fifth Amendment to Credit Agreement dated as of March 31, 2004, among Nashua Corporation, Fleet National Bank and LaSalle Bank National Association. EX-4.1 3 b50072ncexv4w1.txt 5TH AMENDMENT TO CREDIT AGREEMENT Exhibit 4.1 FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 31, 2004 (the "FIFTH 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. R E C I T A L S: 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 and that certain Fourth Amendment to Credit Agreement, dated as of December 30, 2003 (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 adjustments to: (i) the financial covenants (ii) the Pricing Schedule, (iii) the Termination Date, (iv) the Letter of Credit sub-limit, and (v) 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: A G R E E M E N T S: 1. RECITALS The foregoing Recitals are hereby made a part of this Fifth 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 a. Code. The definition of Code in Section 1.1 of the Credit Agreement is hereby amended to insert "as amended" after the year 1986. b. Fixed Charge Coverage Ratio. The definition of Fixed Charge Coverage Ratio in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: "Fixed Charge Coverage Ratio means for any Computation Period, the ratio of (a) the total for such period of Adjusted EBITDA minus the sum of all income taxes paid by the Company and its Subsidiaries and all Capital Expenditures to (b) the sum for such period of (i) Interest Expense plus (ii) required payments of principal of Funded Debt (including the Term Loans (limited to the last four quarterly principal payments) but excluding the Revolving Loans) plus (iii) all dividends paid by the Company during such period." c. Restricted Subsidiary. The definition of Restricted Subsidiary in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: "Restricted Subsidiary means any Subsidiary of the Company (other than a Foreign Subsidiary) which either accounts for 5% or more of the consolidated assets of the Company and its Subsidiaries or accounts for 5% or more of Consolidated Net Income." d. Termination Date. The definition of Termination Date in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: "Termination Date" means the earlier to occur of (a) February 28, 2007, or (b) such other date on which the Commitments terminate pursuant to Section 6 or 12. " e. Total Debt to EBITDA Ratio. The definition of Total Debt to EBITDA Ratio in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: "Funded Debt to Adjusted EBITDA Ratio means, as of the last day of any Fiscal Quarter, the ratio of (i) Funded Debt as of such day to (ii) Adjusted EBITDA for the Computation Period ending on such day." 3.2 L/C Commitment. Section 2.1.3(b)(i) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 2 "(i) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed $5,000,000 and" 3.3 Early Termination. Section 2.1.4 of the Credit Agreement is hereby deleted in its entirety and replaced with the word "Reserved". 3.4 Borrowing Base Certificates. Section 10.1.6 of the Credit Agreement is hereby amended by deleting the words "the Vice President/" from the first sentence. 3.5 Pricing Schedule. The Pricing Schedule attached to the Credit Agreement is hereby deleting in its entirety and replaced with the Pricing Schedule attached hereto as Attachment A. All references in the Credit Agreement to the Pricing Schedule shall be deemed to be references to the revised Pricing Schedule as set forth in Attachment A hereto. 3.6 Exhibit B. Exhibit B to the Credit Agreement, as amended in that certain Third Amendment to Credit Agreement is hereby deleted in its entirety and replaced with Exhibit B attached hereto as Attachment B. All references in the Credit Agreement to Exhibit B shall be deemed to be references to the revised Exhibit B as set forth in Attachment B hereto. 3.7 Financial Covenants. a. Funded Debt to EBITDA Ratio. Section 10.6.2 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: "Funded Debt to Adjusted EBITDA Ratio. Not permit the Funded Debt to Adjusted EBITDA Ratio as of the last day of any Computation Period to exceed 2.75 to 1.00 for such Computation Period." b. Adjusted EBITDA. Section 10.6.3 of the Credit Agreement is hereby deleted in its entirety and replaced with the word "Reserved". 4. REPRESENTATIONS AND WARRANTIES To induce the Banks to enter into this Fifth 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 Fifth Amendment, and the Borrower currently does not conduct, nor has 3 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 Fifth 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 Fifth 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 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. 4 5. CONDITIONS PRECEDENT This Fifth 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 "FIFTH AMENDMENT EFFECTIVE DATE"): 5.1 Fifth Amendment This Fifth Amendment executed by the Borrower and the Banks. 5.2 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 Fifth Amendment and the related loan documents; provided, however that the Borrower's compliance with this Section 5.2 shall be waived until the early to occur of (i) delivery of such authorizing resolutions, or (ii) May 10, 2004. 5.3 Other Documents Such other documents, certificates and/or opinions of counsel as the Banks may request. 5.4 Fifth Amendment Fee The Borrower agrees to pay to the Banks a Fifth Amendment Fee in the amount of Forty-Five Thousand and 00/100 Dollars ($45,000.00) to be split pro-rata between the Banks. 6. GENERAL 6.1 Governing Law; Severability This Fifth Amendment shall be construed in accordance with and governed by the laws of Illinois. Wherever possible each provision of the Credit Agreement and this Fifth 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 Fifth 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 Fifth Amendment. 6.2 Successors and Assigns This Fifth 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. 5 6.3 Continuing Force and Effect of Loan Documents Except as specifically modified or amended by the terms of this Fifth 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 Fifth 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. 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 Fifth 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 Fifth 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 Fifth Amendment may be executed in any number of counterparts, all of which shall constitute one and the same agreement. [Signature Page Follows] 6 IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment to Credit Agreement as of the date first above written. WITNESS: NASHUA CORPORATION /s/ Margaret M. Callan By: /s/ John L. Patenaude --------------------------------------- Name: John L. Patenaude Title: Vice President-Finance, CFO and Treasurer WITNESS: LASALLE BANK NATIONAL ASSOCIATION, as Agent /s/ Signature Illegible By: /s/ Brian Sullivan --------------------------------------- Name: Brian Sullivan Title: Vice President WITNESS: LASALLE BANK NATIONAL /s/ Signature Illegible ASSOCIATION, as Issuing Bank and as a Bank By: /s/ Brian Sullivan --------------------------------------- Name: Brian Sullivan Title: Vice President WITNESS: FLEET NATIONAL BANK, as a Bank /s/ Signature Illegible By: /s/ Christine M. Madden --------------------------------------- Name: Christine M. Madden Title: Vice President ATTACHMENT A PRICING SCHEDULE The LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the LC Fee Rate shall be determined as set forth below. The LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the LC Fee Rate shall be equal to the applicable rate per annum set forth in the table below opposite the applicable Funded Debt to Adjusted EBITDA Ratio:
FUNDED DEBT LIBOR BASE RATE NON-USE LC FEE TO ADJUSTED EBITDA RATIO MARGIN MARGIN FEE RATE RATE Greater than 2.51:1 2.00% .25% .375% 2.00% Greater than 2.01:1 but less than or equal to 2.50:1 1.75% 0% .25% 1.75% Less than or equal to 2.00:1 1.50% 0% .25% 1.50%
The LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the LC Fee Rate shall be adjusted, to the extent applicable, on the 45th or, in the case of the last Fiscal Quarter of each Fiscal Year, 120th day after the end of each Fiscal Quarter, retroactively to the first day of such Fiscal Quarter, based on the Funded Debt to Adjusted EBITDA Ratio as of the last day of such Fiscal Quarter; it being understood that if the Company fails to deliver the financial statements required by Section 10.1.1 or 10.1.2, as applicable, and the related Compliance Certificate, required by Section 10.1.3 by the 45th day (or, if applicable, the 120th day) after any Fiscal Quarter, the LIBOR Margin shall be 2.00%, the Base Rate Margin shall be .25%, the Non-Use Fee Rate shall be .375% and the LC Fee Rate shall be 2.00% until such financial statements and Compliance Certificate are delivered. Notwithstanding the foregoing, no reduction to the foregoing interest rate margins or fee rates shall become effective at any time when an Event of Default or Unmatured Event of Default has occurred and is continuing. ATTACHMENT B EXHIBIT B FORM OF COMPLIANCE CERTIFICATE To: LaSalle Bank National Association, as Agent Please refer to the Credit Agreement dated as of March 1, 2002 (as amended or otherwise modified from time to time, the "Credit Agreement") among Nashua Corporation (the "Company"), various financial institutions and LaSalle Bank National Association, as Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. I. Reports. Enclosed herewith is a copy of the [annual audited/monthly] report of the Company as at _____________, ____ (the "Computation Date"), which report fairly presents in all material respects the financial condition and results of operations (subject to the absence of footnotes and to normal year-end adjustments) of the Company as of the Computation Date and has been prepared in accordance with GAAP consistently applied. II. Financial Tests. The Company hereby certifies and warrants to you that the following is a true and correct computation as at the Computation Date of the following ratios and/or financial restrictions contained in the Credit Agreement: A. SECTION 10.6.1 - MINIMUM FIXED CHARGE COVERAGE RATIO 1. Consolidated Net Income $________ 2. Plus: Interest Expense $________ income tax expense $________ depreciation $________ amortization $________ 3. Restructuring, nonrecurring, one-time charges mutually agreed upon $_________ 4. Non-cash expenses mutually agreed upon $_________ 5. Proforma adjustments mutually agreed upon for acquisitions $_________ 6. Total Adjusted EBITDA Sum of (1), (2), (3), (4) and (5) $_________ 7. Income taxes paid $________ 8. Capital Expenditures $________ 9. Sum of (7) and (8) $________ 10. Remainder of (6) minus (9) $________ 11. Interest Expense $________ 12. Required payments of Principal of Funded Debt (including Term Loans (limited to the last four quarterly principal payments) but excluding Revolving Loans) $________ 13. Sum of (12) and (13) $________ 14. Ratio of (10) to (13) ____ to 1 15. Minimum Required 1.10 to 1 B. SECTION 10.6.2 - MAXIMUM FUNDED DEBT TO ADJUSTED EBITDA RATIO 1. Funded Debt $________ 2. Adjusted EBITDA $________ (from Item A(6) above) 3. Ratio of (1) to (2) ____ to 1 4. Maximum allowed 2.75 to 1 C. SECTION 10.6.4 - CAPITAL EXPENDITURES 1. Capital Expenditures for the Fiscal Year $__________ 2. Maximum Permitted Capital Expenditures $8,000,000 III. Pricing Schedule Computation FUNDED DEBT TO ADJUSTED EBITDA RATIO 1. Funded Debt $____________ 10 2. Adjusted EBITDA (from item A(6) above) $____________ 3. Ratio of (1) to (2) ____ to 1 The Company further certifies to you that no Event of Default or Unmatured Event of Default has occurred and is continuing. 11 -----END PRIVACY-ENHANCED MESSAGE-----