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Exhibit 10(L)(7)
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.
NATIONAL PUBLISHING BUSINESS TRUST
DOVER PUBLICATIONS, INC.
TRANSFOLIO EXPRESS, INC.
DOVER BOOK STORE, INC.
Dated as of: October 12, 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. 6 TO REVOLVING CREDIT AGREEMENT
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
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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. 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 October 12, 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. 6 to Revolving Credit Agreement, the Fleet Allonge, the Citizens Allonge and
the Key Allonge.
(b) The Borrowers having informed the Agent and the Banks that the
National Publishing Business Trust (the "Trust") has been formed as a new
Subsidiary and has acquired the capital stock of Dover Publications, Inc.
("Dover Publications"), Transfolio Express, Inc. ("Transfolio") and Dover Book
Store, Inc. ("Dover Book Store"), accordingly, the term "Borrower" or
"Borrowers" shall, wherever used in any of the Loan Documents, be deemed to also
mean and include the Trust, Dover Publications, Transfolio and Dover Book Store.
It is the express understanding and intention of the parties hereto that each of
the Trust, Dover Publications, Transfolio and Dover Book Store shall hereafter
be entitled to make borrowings in accordance with the terms and conditions of
the Agreement, and shall hereafter be bound, on a joint and several basis, by
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all of the terms and conditions of the Agreement, and all of the Obligations of
the Borrowers under (and as defined in) the Agreement, as if it was an original
signatory thereto, including, without limitation, the representations,
warranties and covenants contained therein and the obligation to repay all
amounts owing under the Agreement and the Notes in accordance with the
respective terms thereof.
(c) Section 1.1.56 of the Agreement is amended to read in its entirety
as follows:
"1.1.56 "Revolving Loan Maturity Date" means March 15, 2003."
ARTICLE II
AMENDMENT TO REVOLVING CREDIT NOTES
Effective on October 12, 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. 6
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.
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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 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
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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 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, an
officer's certificate to which are attached the charter documents, bylaws and
good standing certificates of the Trust, Dover Publications, Transfolio and
Dover Book Store, 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
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Title: V.P. & Treasurer
COURIER CITIZEN COMPANY
By: s/ Lee E. Cochrane
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Title: V.P. & Treasurer
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COURIER COMPANIES, INC.
By: s/ Lee E. Cochrane
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Title: Asst. Treasurer
COURIER DELAWARE HOLDING CORPORATION
By: s/ William L. Lampe, Jr.
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Title: V.P. & Treasurer
COURIER FOREIGN SALES
CORPORATION LIMITED
By: s/ Lee E. Cochrane
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Title: Treasurer
COURIER INVESTMENT CORPORATION
By: s/ Lee E. Cochrane
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Title: Asst. Treasurer
COURIER KENDALLVILLE, INC.
By: s/ Lee E. Cochrane
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Title: Asst. Treasurer
COURIER PROPERTIES, INC.
By: s/ Lee E. Cochrane
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Title: Asst. Treasurer
COURIER STOUGHTON, INC.
By: s/ Lee E. Cochrane
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Title: Asst. Treasurer
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COURIER WESTFORD, INC.
By: s/ Lee E. Cochrane
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Title: Asst. Treasurer
NATIONAL PUBLISHING COMPANY
By: s/ Lee E. Cochrane
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Title: Asst. Treasurer
COURIER NEW MEDIA, INC.
By: s/ Lee E. Cochrane
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Title: Asst. Treasurer
BOOK-MART PRESS, INC.
By: s/ Lee E. Cochrane
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Title: Asst. Treasurer
THE HOME SCHOOL, INC.
By: s/ Lee E. Cochrane
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Title: Asst. Treasurer
NATIONAL PUBLISHING BUSINESS TRUST
By: s/ Lee E. Cochrane
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Title: Asst. Treasurer
DOVER PUBLICATIONS, INC.
By: s/ Lee E. Cochrane
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Title: Asst. Treasurer
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TRANSFOLIO EXPRESS, INC.
By: s/ Lee E. Cochrane
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Title: Asst. Treasurer
DOVER BOOK STORE, INC.
By: s/ Lee E. Cochrane
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Title: Asst. Treasurer
The foregoing Amendment is hereby accepted by the undersigned as of
October 12, 2000.
THE BANKS:
CITIZENS BANK OF MASSACHUSETTS
(successor to State Street
Bank and Trust Company)
By: s/ C. Andrew Piculell
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Title: Vice President
FLEET NATIONAL BANK (f/k/a
BankBoston, N.A.)
By: s/ Elise M. Russo
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Title: S.V.P.
KEYBANK NATIONAL ASSOCIATION
By: s/ Mitchell Feldman
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Title: S.V.P.
THE AGENT:
CITIZENS BANK OF MASSACHUSETTS
(successor to State Street
Bank and Trust Company)
By: s/ C. Andrew Piculell
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Title: Vice President
