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COURIER CORPORATION
COURIER-CITIZEN COMPANY
COURIER COMPANIES, INC.
COURIER DELAWARE HOLDING CORPORATION
COURIER FOREIGN SALES CORPORATION LIMITED
COURIER INVESTMENT CORPORATION
COURIER KENDALLVILLE, INC.
COURIER PROPERTIES, INC.
COURIER STOUGHTON, INC.
COURIER WESTFORD, INC.
NATIONAL PUBLISHING COMPANY
COURIER NEW MEDIA, INC.
BOOK-MART PRESS, INC.
THE HOME SCHOOL, INC.
Dated as of: August 11, 2000
Citizens Bank of Massachusetts (successor
to State Street Bank and Trust Company),
Individually and as Agent
28 State Street
Boston, Massachusetts 02109
Fleet National Bank (f/k/a BankBoston, N.A.)
100 Federal Street
Boston, Massachusetts 02110
KeyBank National Association
286 Water Street
Augusta, Maine 04332
Re: Amendment No. 5 to Revolving Credit Agreement
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Ladies and Gentlemen:
We refer to the Revolving Credit Agreement, dated as of March 18, 1997 (as
amended, the "Agreement"), among COURIER CORPORATION, COURIER-CITIZEN COMPANY,
COURIER COMPANIES, INC., COURIER DELAWARE HOLDING CORPORATION, COURIER FOREIGN
SALES CORPORATION LIMITED, COURIER INVESTMENT CORPORATION, COURIER KENDALLVILLE,
INC., COURIER PROPERTIES, INC., COURIER STOUGHTON, INC., COURIER WESTFORD, INC.,
NATIONAL PUBLISHING COMPANY, COURIER NEW
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MEDIA, INC., BOOK-MART PRESS, INC. and THE HOME SCHOOL, INC. (each a "Borrower"
and collectively the "Borrowers"), CITIZENS BANK OF MASSACHUSETTS (successor to
State Street Bank and Trust Company), in its capacity as a Bank ("Citizens"),
FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), in its capacity as a Bank
("Fleet"), KEYBANK NATIONAL ASSOCIATION, in its capacity as a Bank ("Key"; and
together with Citizens and Fleet, the "Banks"), and CITIZENS BANK OF
MASSACHUSETTS, in its capacity as agent for the Banks (the "Agent").
Terms used in this letter of agreement (this "Amendment") which are not
defined herein, but which are defined in the Agreement, shall have the same
respective meanings herein as therein.
We have requested you to make certain amendments to the Agreement. You have
advised us that you are prepared and would be pleased to make the amendments so
requested by us on the condition that we join with you in this Amendment.
Accordingly, in consideration of these premises, the promises, mutual
covenants and agreements contained in this Amendment, and fully intending to
be legally bound by this Amendment, we hereby agree with you as follows:
ARTICLE I
AMENDMENTS TO AGREEMENT
Effective August 11, 2000, the Agreement is amended as follows:
(a) The term "Loan Documents" shall, wherever used in the Agreement or any
of the other Loan Documents, be deemed to also mean and include Amendment No. 5
to Revolving Credit Agreement, the Fleet Allonge, the Citizens Allonge and the
Key Allonge.
(b) Section 1.1.57 of the Agreement is amended to read in its entirety as
follows:
"1.1.57 "Revolving Loan Maximum Amount" means $60,000,000."
(c) Section 5.29 of the Agreement is amended to read in its entirety as
follows:
"5.29 Capital Expenditures. The Borrowers shall not make any Capital
Expenditures in excess of $12,000,000 in the aggregate during any fiscal
year (commencing with the fiscal year ending September 30, 2000).
Notwithstanding the foregoing provisions of this Section 5.29, any
unexpended portion of the amount permitted for Capital Expenditures in any
fiscal year may be carried
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forward and included in the aggregate amount permitted for Capital
Expenditures in the following fiscal year only."
(d) EXHIBIT A to the Agreement is amended by deleting each reference to
"$10,000,000" or "Ten Million Dollars ($10,000,000)" and inserting in place
thereof either "$20,000,000" or "Twenty Million Dollars ($20,000,000)," as the
case may be.
ARTICLE II
AMENDMENT TO REVOLVING CREDIT NOTES
Effective on August 11, 2000, the Revolving Credit Notes to Citizens, Fleet
and Key are amended as set forth in the Allonges respectively attached hereto as
ANNEX 1, ANNEX 2 and ANNEX 3.
ARTICLE III
CONDITIONS PRECEDENT TO AMENDMENT NO. 5
This Amendment shall become and be effective as of the date hereof, but
only if:
(a) The Borrowers shall have executed and delivered to Fleet an Allonge to
the Revolving Credit Note issued in favor of Fleet in the form of ANNEX 1 (the
"Fleet Allonge");
(b) The Borrowers shall have executed and delivered to Citizens an Allonge
to the Revolving Credit Note issued in favor of Citizens in the form of ANNEX 2
(the "Citizens Allonge");
(c) The Borrowers shall have executed and delivered to Key an Allonge to
the Revolving Credit Note issued in favor of Key in the form of ANNEX 3 (the
"Key Allonge"); and
(d) This Amendment shall have been signed by the Borrowers, the Agent and
the Banks.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Borrowers jointly and severally represent and warrant to you as
follows:
(a) REPRESENTATIONS IN AGREEMENT. Each of the representations and
warranties made by the Borrowers in the Agreement was true, correct and complete
when made and is true, correct and complete on and as of the date hereof with
the same full force and
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effect as if each of such representations and warranties had been made by the
Borrowers on the date hereof and in this Amendment (except to the extent that
such representations and warranties relate expressly to an earlier date).
(b) NO DEFAULTS OR EVENTS OF DEFAULT. No Event of Default, or any event
which, with the giving of notice or the passage of time, or both, would
constitute an Event of Default, exists on the date of this Amendment (after
giving effect to all of the arrangements and transactions contemplated by this
Amendment).
(c) BINDING EFFECT OF DOCUMENTS. This Amendment has been duly authorized,
executed and delivered to you by the Borrowers and is in full force and effect
as of the date hereof, and the agreements and obligations of the Borrowers
contained herein constitute the joint and several, and legal, valid and binding
obligations of the Borrowers enforceable against the Borrowers in accordance
with their respective terms.
(d) SOLVENCY. Both before and after giving effect to all indebtedness
incurred by the Borrowers on the date of this Amendment, the Borrowers taken as
a whole (i) are not Insolvent (as hereinafter defined), and will not be rendered
Insolvent by the indebtedness incurred in connection therewith, (ii) will not be
left with unreasonably small capital with which to engage in their businesses,
even allowing for a reasonable margin of error in the projections of the future
performance of the Borrowers, (iii) will not have incurred indebtedness beyond
their ability to pay such indebtedness as it matures, and (iv) will not fail to
have assets (both tangible and intangible) having a present fair salable value
in excess of the amount required to pay the probable liability on their then
existing debts (whether matured or unmatured, liquidated or unliquidated,
absolute fixed or contingent).
As used herein, the term "Insolvent" means the occurrence of one or more of
the following events with respect to a Borrower: dissolution; termination of
existence; insolvency within the meaning of the United States Bankruptcy Code or
other applicable statutes; such Borrower's inability to pay its debts as they
come due; appointment of a receiver of any part of the property of, execution of
a trust mortgage or an assignment for the benefit of creditors by, or the entry
of an order for relief or the filing of a petition in bankruptcy or the
commencement of any proceedings under any bankruptcy or insolvency laws, or any
laws relating to the relief of debtors, readjustment of indebtedness or
reorganization of debtors, or the offering of a plan to creditors for
composition or extension, except for an involuntary proceeding commenced against
such Borrower which is dismissed within 60 days after the commencement thereof
without the entry or an order for relief or the appointment of a trustee.
ARTICLE V
MISCELLANEOUS
This Amendment may be executed in any number of counterparts, each of which
when executed and delivered shall be deemed an original, but all of which
together shall
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constitute one instrument. In making proof of this Amendment, it shall not be
necessary to produce or account for more than one counterpart thereof signed by
each of the parties hereto. Except to the extent specifically amended and
supplemented hereby, all of the terms, conditions and the provisions of the
Agreement and each of the Loan Documents shall remain unmodified, and the
Agreement and each of the Loan Documents, as amended and supplemented by this
Amendment, are confirmed as being in full force and effect.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this Amendment and return such
counterpart to the undersigned, together with the signed documents referred to
in Article III, duly executed and certified authorizing resolutions, and a
favorable legal opinion from your counsel, whereupon this Amendment, as so
accepted by you, shall become a binding agreement among you and the undersigned.
Very truly yours,
THE BORROWERS:
COURIER CORPORATION
By: /s/ Lee E. Cochrane
Title: Vice President and Treasurer
COURIER CITIZEN COMPANY
By: /s/ Lee E. Cochrane
Title: Vice President and Treasurer
COURIER COMPANIES, INC.
By: /s/ Lee E. Cochrane
Title: Assistant Treasurer
COURIER DELAWARE HOLDING
CORPORATION
By: /s/ William L Lampe, Jr.
Title: Vice President and Assistant
Secretary
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COURIER FOREIGN SALES
CORPORATION LIMITED
By: /s/ Lee E. Cochrane
Title: Treasurer
COURIER INVESTMENT
CORPORATION
By: /s/ Lee E. Cochrane
Title: Assistant Treasurer
COURIER KENDALLVILLE, INC.
By: /s/ Lee E. Cochrane
Title: Assistant Treasurer
COURIER PROPERTIES, INC.
By: /s/ Lee E. Cochrane
Title: Assistant Treasurer
COURIER STOUGHTON, INC.
By: /s/ Lee E. Cochrane
Title: Assistant Treasurer
COURIER WESTFORD, INC.
By: /s/ Lee E. Cochrane
Title: Assistant Treasurer
NATIONAL PUBLISHING COMPANY
By: /s/ William L. Lampe, Jr.
Title: Treasurer
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COURIER NEW MEDIA, INC.
By: /s/ Lee E. Cochrane
Title: Assistant Treasurer
BOOK-MART PRESS, INC.
By: /s/ Lee E. Cochrane
Title: Assistant Treasurer
THE HOME SCHOOL, INC.
By: /s/ Lee E. Cochrane
Title: Assistant Treasurer
The foregoing Amendment is hereby accepted by the undersigned as of
August 11, 2000.
THE BANKS:
CITIZENS BANK OF MASSACHUSETTS
(successor to State Street Bank and Trust
Company)
By: /s/ C. Andrew Picullel
Title: Vice President
FLEET NATIONAL BANK (f/k/a
BankBoston, N.A.)
By: /s/ Elise M. Russo
Title: Senior Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/ Mitchell Feldman
Title: Senior Vice President
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The Agent:
CITIZENS BANK OF MASSACHUSETTS
(successor to State Street Bank and Trust
Company)
By: /s/ Marie Duprey
Title: Vice President
