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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.
Dated as of: February 27, 0000
Xxxxx Xxxxxx Bank and Trust Company,
Individually and as Agent
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
BankBoston, N.A.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Amendment No. 2 To Revolving Credit Agreement
---------------------------------------------
Ladies and Gentlemen:
We refer to the Revolving Credit Agreement, dated as of March 18, 1997
(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. and BOOK-MART PRESS, INC.
(each a "Borrower" and collectively the "Borrowers"), STATE STREET BANK AND
TRUST COMPANY, in its capacity as a Bank ("SSB"), BANKBOSTON, N.A. (f/k/a The
First National Bank of Boston), in its capacity as a Bank ("BKB"; and together
with SSB, the "Banks"), and STATE STREET BANK AND TRUST COMPANY, in its capacity
as agent for the Banks (the "Agent").
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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 February 27, 1998, the Agreement is amended as follows:
(a) The term "Borrowers" shall, wherever used in the Agreement or any
of the other Loan Documents, be deemed to also mean and include The Home School,
Inc., a [Massachusetts] corporation ("Home School"). It is the express
understanding and intention of the parties hereto that Home School 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 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.
(b) 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. 2 to Revolving Credit Agreement, dated as of February 27, 1998, among the
Borrowers, the Banks, and the Agent.
(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 (i) $11,000,000 in the aggregate in the fiscal
year ending September 26, 1998 and (ii) $9,000,000 in the aggregate in
any fiscal year thereafter."
(d) EXHIBIT A to the Agreement is amended by adding Home School as a
Borrower and signatory thereto.
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ARTICLE II
AMENDMENT TO REVOLVING CREDIT NOTES
Effective on February 27, 1998, the Revolving Credit Notes are amended
as set forth in the Allonges attached hereto as ANNEX 1 and ANNEX 2.
ARTICLE III
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 to you 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 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.
ARTICLE IV
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.
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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 Allonges in the form of
ANNEX 1 and ANNEX 2, duly executed and certified authorizing resolutions, an
officer's certificate to which are attached the charter documents, bylaws and
good standing certificate of The Home School, Inc., 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/ Xxxxxx X. Story, Jr.
--------------------------------
Title: Sr. VP & CFO
COURIER CITIZEN COMPANY
By: /s/ Xxxxxx X. Story, Jr.
--------------------------------
Title: Sr. VP & CFO
COURIER COMPANIES, INC.
By: /s/ Xxxxxx X. Story, Jr.
--------------------------------
Title: Treasurer
COURIER DELAWARE HOLDING CORPORATION
By: /s/ Xxxxxxx X. Xxxxx, Xx.
--------------------------------
Title: Vice President, Treasurer
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COURIER FOREIGN SALES CORPORATION LIMITED
By: /s/ Xxxxxx X. Story, Jr.
-------------------------------------
Title: President
COURIER INVESTMENT CORPORATION
By: /s/ Xxxxxx X. Story, Jr.
-------------------------------------
Title: Treasurer
COURIER KENDALLVILLE, INC.
By: /s/ Xxxxxx X. Story, Jr.
-------------------------------------
Title: Treasurer
COURIER PROPERTIES, INC.
By: /s/ Xxxxxx X. Story, Jr.
-------------------------------------
Title: Treasurer
COURIER STOUGHTON, INC.
By: /s/ Xxxxxx X. Story, Jr.
-------------------------------------
Title: Treasurer
COURIER WESTFORD, INC.
By: /s/ Xxxxxx X. Story, Jr.
-------------------------------------
Title: Treasurer
NATIONAL PUBLISHING COMPANY
By: /s/ Xxxxxx X. Story, Jr.
-------------------------------------
Title: Asst. Treasurer
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COURIER NEW MEDIA, INC.
By: /s/ Xxxxxx X. Story, Jr.
--------------------------------
Title: Treasurer
BOOK-MART PRESS, INC.
By: /s/ Xxxxxx X. Story, Jr.
--------------------------------
Title: Treasurer
THE HOME SCHOOL, INC.
By: /s/ Xxxxxx X. Story, Jr.
--------------------------------
Title: Treasurer
The foregoing Amendment is hereby accepted by the undersigned as of
February 27, 1998.
THE BANKS:
STATE STREET BANK AND TRUST COMPANY
By: /s/ F. Xxxxxx Xxxxx
--------------------------------
Title: V.P.
BANKBOSTON, N.A. (f/k/a The First
National Bank of Boston)
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Title: Vice President
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THE AGENT:
STATE STREET BANK AND TRUST COMPANY
By: /s/ F. Xxxxxx Xxxxx
--------------------------------
Title: V.P.
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ANNEX 1
ALLONGE TO REVOLVING CREDIT NOTE
$15,000,000.00 Dated as of: February 27, 1998
This Allonge is made by 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. (collectively, the "Borrowers"), to that certain Revolving
Credit Note dated March 18, 1997, in the face amount of $10,000,000 (as amended
by that certain Allonge dated July 22, 1997, the "Note"), executed and delivered
by the Borrowers to BankBoston, N.A., f/k/a The First National Bank of Boston,
(the "Bank") pursuant to the terms of a Revolving Credit Agreement, dated as of
March 18, 1997, among the Borrowers, the Bank, and State Street Bank and Trust
Company, Individually and as Agent (as amended, the "Loan Agreement").
Effective on the day and year first above written, The Home School, Inc.
shall be added as a Borrower and signatory to the Note, and shall hereafter be
bound, on a joint and several basis, by all of the terms and conditions
contained therein.
The Borrowers hereby confirm their joint and several promise to pay as
set forth in the Note, and all other terms and conditions of the Note, as
modified by this Allonge.
All capitalized terms used herein but not defined herein shall have the
same meaning as set forth in the Note.
This Allonge shall become part of the Note, and although it is the
intent of the parties that this Allonge be affixed to the Note, this Allonge
shall continue in full force and effect even if it has not been so affixed.
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Executed as a sealed instrument as of the date first above written.
THE BORROWERS:
WITNESS: COURIER CORPORATION
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- --------------------------
Title: Treasurer Title: Sr. VP & CFO
WITNESS: COURIER CITIZEN COMPANY
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- --------------------------
Title: Treasurer Title: Sr. VP & CFO
WITNESS: COURIER COMPANIES, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- --------------------------
Title: Asst. Treasurer Title: Treasurer
WITNESS: COURIER DELAWARE HOLDING
CORPORATION
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx, Xx.
---------------------- --------------------------
Title: President Title: Vice President,
Treasurer
WITNESS: COURIER FOREIGN SALES
CORPORATION LIMITED
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- --------------------------
Title: Treasurer Title: President
WITNESS: COURIER INVESTMENT CORPORATION
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- --------------------------
Title: Asst. Treasurer Title: Treasurer
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WITNESS: COURIER KENDALLVILLE, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
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Title: Asst. Treasurer Title: Treasurer
WITNESS: COURIER PROPERTIES, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- --------------------------
Title: Asst. Treasurer Title: Treasurer
WITNESS: COURIER STOUGHTON, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- --------------------------
Title: Asst. Treasurer Title: Treasurer
WITNESS: COURIER WESTFORD, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- --------------------------
Title: Asst. Treasurer Title: Treasurer
WITNESS: NATIONAL PUBLISHING COMPANY
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- --------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
WITNESS: COURIER NEW MEDIA, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- --------------------------
Title: Asst. Treasurer Title: Treasurer
WITNESS: BOOK-MART PRESS, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- --------------------------
Title: Asst. Treasurer Title: Treasurer
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WITNESS: THE HOME SCHOOL, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- --------------------------
Title: Asst. Treasurer Title: Treasurer
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ANNEX 2
ALLONGE TO REVOLVING CREDIT NOTE
$15,000,000.00 Dated as of: February 27, 1998
This Allonge is made by 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. (collectively, the "Borrowers"), to that certain Revolving
Credit Note dated March 18, 1997, in the face amount of $10,000,000 (as amended
by that certain Allonge dated July 22, 1997, the "Note"), executed and
delivered by the Borrowers to State Street Bank and Trust Company (the "Bank"),
pursuant to the terms of a Revolving Credit Agreement, dated as of March 18,
1997, among the Borrowers, BankBoston, N.A., f/k/a The First National Bank of
Boston, and State Street Bank and Trust Company, Individually and as Agent (as
amended, the "Loan Agreement").
Effective on the day and year first above written, The Home School, Inc.
shall be added as a Borrower and signatory to the Note, and shall hereafter be
bound, on a joint and several basis, by all of the terms and conditions
contained therein.
The Borrowers hereby confirm their joint and several promise to pay as
set forth in the Note, and all other terms and conditions of the Note, as
modified by this Allonge.
All capitalized terms used herein but not defined herein shall have the
same meaning as set forth in the Note.
This Allonge shall become part of the Note, and although it is the
intent of the parties that this Allonge be affixed to the Note, this Allonge
shall continue in full force and effect even if it has not been so affixed.
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Executed as a sealed instrument as of the date first above written.
THE BORROWERS:
WITNESS: COURIER CORPORATION
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- ---------------------------------
Title: Treasurer Title: Sr. VP & CFO
WITNESS: COURIER CITIZEN COMPANY
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- ---------------------------------
Title: Treasurer Title: Sr. VP & CFO
WITNESS: COURIER COMPANIES, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- ---------------------------------
Title: Asst. Treasurer Title: Treasurer
WITNESS: COURIER DELAWARE HOLDING
CORPORATION
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx, Xx.
---------------------- ---------------------------------
Title: President Title: Vice President & Treasurer
WITNESS: COURIER FOREIGN SALES
CORPORATION LIMITED
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- ---------------------------------
Title: Treasurer Title: President
WITNESS: COURIER INVESTMENT CORPORATION
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- ---------------------------------
Title: Asst. Treasurer Title: Treasurer
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WITNESS: COURIER KENDALLVILLE, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- ---------------------------------
Title: Asst. Treasurer Title: Treasurer
WITNESS: COURIER PROPERTIES, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- ---------------------------------
Title: Asst. Treasurer Title: Treasurer
WITNESS: COURIER STOUGHTON, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- ---------------------------------
Title: Asst. Treasurer Title: Treasurer
WITNESS: COURIER WESTFORD, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- ---------------------------------
Title: Asst. Treasurer Title: Treasurer
WITNESS: NATIONAL PUBLISHING COMPANY
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- ---------------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
WITNESS: COURIER NEW MEDIA, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- ---------------------------------
Title: Asst. Treasurer Title: Treasurer
WITNESS: BOOK-MART PRESS, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
---------------------- ---------------------------------
Title: Asst. Treasurer Title: Treasurer
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WITNESS: THE HOME SCHOOL, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Story, Jr.
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Title: Asst. Treasurer Title: Treasurer
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