EX-10 3 a2027228zex-10.txt EXHIBIT 10 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 --------------------------------------------- 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 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 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 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 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 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 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 The Agent: CITIZENS BANK OF MASSACHUSETTS (successor to State Street Bank and Trust Company) By: /s/ Marie Duprey Title: Vice President