Exhibit 10.2
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
NEW ENGLAND BUSINESS SERVICE, INC.
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT dated as of April 18, 2003 (this "Amendment"),
by and among NEW ENGLAND BUSINESS SERVICE, INC. (the "Borrower"),
a Delaware corporation having its principal place of business at
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and the
Subsidiaries of the Borrower (hereafter including Centurion Sub
referred to herein) listed on the signature pages hereto (the
"Guarantors"), FLEET NATIONAL BANK, formerly known as BankBoston,
N.A., a national banking association ("Fleet"), and the other
lending institutions listed on Schedule 1 to the Credit Agreement
referred to below (together with Fleet, the "Banks"), FLEET
NATIONAL BANK, formerly known as BankBoston, N.A., as agent for
itself and such other lending institutions (the "Agent"), and
CITIZENS BANK OF MASSACHUSETTS, as syndication agent.
WHEREAS, the Borrower, the Banks and the Agent are parties
to a Second Amended and Restated Revolving Credit Agreement dated
as of July 13, 2001 (as amended and in effect from time to time,
the "Credit Agreement," capitalized terms defined therein having
the same meanings herein as therein), pursuant to which the Banks
have extended credit to the Borrower on the terms and subject to
the conditions set forth therein;
WHEREAS, the Borrower has requested that the Agent and the
Banks amend the Credit Agreement to permit the indirect
acquisition (the "Safeguard Acquisition") by the Borrower of one
hundred percent (100%) of the capital stock of Safeguard Business
Systems, Inc., a Delaware corporation ("Safeguard"), upon the
terms and conditions set forth herein, and to make certain other
revisions;
WHEREAS, subject to the terms and conditions hereof, the
Agent and the Banks are willing to permit such acquisition and
such other revisions;
WHEREAS, subject to the terms and conditions set forth
herein, the Borrower, the Banks, and the Agent have agreed to
amend the Credit Agreement and certain other Loan Documents as
set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree to amend the Credit Agreement as follows:
1. Amendments to Definitions. Section 1.1 of the Credit
Agreement is hereby amended by:
(a) inserting, in the place required by alphabetical
order, the following new definition:
"Centurion Sub. Centurion Sub, Inc., a Delaware
corporation and a wholly-owned Subsidiary of Rapidforms."
(b) inserting, at the end of the last paragraph of the
definition of "Applicable Eurodollar Rate Margin" after the
text "for purposes of this definition, be deemed to be
1.25%.", the following text: "Notwithstanding the foregoing,
the Applicable Margin for the period from the Safeguard
Acquisition Effective Date until the date six months after
the Safeguard Acquisition Effective Date, shall not fall
below 0.875%, regardless of whether the ratio of
Consolidated Funded Debt to EBITDA, calculated in accordance
with the first paragraph of this definition, falls below 1.5
: 1.0."
(c) inserting, at the end of the last paragraph of the
definition of "Applicable Facility Fee Percentage" after the
text "for purposes of this definition, be deemed to be
0.375%.", the following text: "Notwithstanding the
foregoing, the Applicable Facility Fee Percentage for the
period from the Safeguard Acquisition Effective Date until
the date six months after the Safeguard Acquisition
Effective Date, shall not fall below 0.250%, regardless of
whether the ratio of Consolidated Funded Debt to EBITDA,
calculated in accordance with the first paragraph of this
definition, falls below 1.5 : 1.0."
(d) deleting the definition of "Consolidated Funded
Debt" in its entirety and substituting in lieu thereof the
following new definition:
"Consolidated Funded Debt. At any time of
determination, the sum of (i) the amount of the Loans
outstanding (after giving account to any amounts requested)
plus accrued but unpaid interest thereon; plus (ii) the
outstanding amount of any other Indebtedness for borrowed
money (other than intercompany Indebtedness owed by the
Borrower and its Subsidiaries to each other and permitted by
the terms hereof) in respect of Capitalized Leases,
Synthetic Leases or which is otherwise subject to the
payment of interest plus accrued but unpaid interest on such
Indebtedness, including expenses consisting of interest in
respect of Capitalized Leases, Synthetic Leases and
including commitment fee, agency fee, facility fee,
utilization fee, balance deficiency fee and similar fee
expenses in connection with the borrowing of money plus
(iii) Indebtedness consisting of any Earnout Payment
Obligations from and after such time as such Earnout Payment
Obligations are properly classified as liabilities for
purposes of generally accepted accounting principles plus
(iv) deferred payment obligations of Safeguard to its
independent distributors related to the termination or
assignment to Safeguard of the distributors' rights under
their distributor agreements with Safeguard at all times
when such obligations are properly classified as a liability
for purposes of generally accepted accounting principles."
(e) deleting at the beginning of the first paragraph
of the definition of "Permitted Acquisition" the text
"Permitted Acquisition. Any" and substituting in lieu
thereof, the text "Permitted Acquisition. The Safeguard
Acquisition and any other ".
(f) inserting, in alphabetical order, the following
new definitions:
"Fourth Amendment. The Fourth Amendment to Second
Amended and Restated Revolving Credit Agreement dated as of
April 18, 2003 among the Borrower, the Guarantors of the
Borrower listed on the signature pages thereto, the Agent,
and the Banks."
"Fourth Amendment Effective Date. The "Effective
Date", as defined in the Fourth Amendment."
"Safeguard Acquisition. The acquisition by
Rapidforms of one hundred percent (100%) of the capital
stock of Safeguard on the terms and conditions set forth
below:
(a) the closing of the Safeguard Acquisition
shall occur no later than July 3, 2003;
(b) immediately prior to and after, and after
giving effect to, the Safeguard Acquisition, no Default
or Event of Default shall then exist;
(c) the terms and conditions of the Safeguard
Acquisition shall be substantially those set forth in
the Safeguard Merger Agreement. Without limiting the
generality of the foregoing, (i) the total
consideration (including consideration in the form of
any Earnout Payment Obligations paid to stockholders
for shares of the capital stock of Safeguard and
amounts paid to cause the retirement of any
Indebtedness of Safeguard and its Subsidiaries to
Foothill Income Trust, L.P. and Foothill Capital
Corporation) shall not exceed $77,500,000, (ii) neither
Safeguard nor any of its Subsidiaries shall have, nor
shall the Borrower or any of its Subsidiaries have
assumed, any Indebtedness for borrowed money, debt or
other similar monetary obligations, including
guaranties of the obligations of others, except for
Indebtedness permitted by 7.1, and (iii) upon the
consummation of the Safeguard Acquisition, Rapidforms
shall have acquired one hundred percent (100%) of the
capital stock of Safeguard and its Subsidiaries;
(d) there shall be no material misstatements in
or omissions from the material furnished to the Agent
and the Banks for their review in connection with the
Safeguard Acquisition;
(e) upon consummation of the Safeguard
Acquisition, the stock and assets of Safeguard and its
Subsidiaries shall be free and clear of any and all
liens and encumbrances, other than Permitted Liens; and
(f) all conditions precedent set forth in the
Safeguard Merger Agreement shall have been satisfied,
and none of such conditions shall have been amended,
supplemented or waived except with the prior written
consent of the Agent."
"Safeguard Acquisition Effective Date. The date
on which the Safeguard Acquisition is consummated and
becomes effective. "
"Safeguard. Safeguard Business Systems, Inc., a
Delaware corporation."
"Safeguard Merger Agreement. The merger agreement
among the Borrower, Centurion Sub, and Safeguard pertaining
to the merger of Centurion Sub with and into Safeguard, on
terms and conditions satisfactory to the Agent."
2. Amendment of 4.2 of the Credit Agreement. Section 4.2
of the Credit Agreement is hereby amended by inserting in
subsection (b), after the text "provided, however, that" and
before the text "no such fee shall be payable for any calendar
quarter", the text "following the date six months after the
Safeguard Acquisition Effective Date,".
3. Amendment of 5.24 and 5.25 of the Credit Agreement.
Sections 5.24 and 5.25 of the Credit Agreement are hereby amended
by:
(a) inserting, immediately following 5.23 thereof, the
following new 5.24:
"5.24. Safeguard Acquisition. Each of the
representations and warranties made by the Borrower, Centurion
Sub and, to the best of the Borrower's knowledge, Safeguard under
the Safeguard Merger Agreement shall have been true and correct
in all material respects when made and shall continue to be true
and correct in all material respects on the date of the
consummation of the Safeguard Acquisition.";
(b) inserting, immediately following 5.24 thereof, and
immediately before 6 thereof, the following new 5.25:
"5.25. Safeguard Equipment Lease Obligation. From and
after the Safeguard Acquisition Effective Date, and for so long
as the financing statement (file number 2035543-2 filed with the
Delaware Secretary of State's office) filed by Bankers Direct
Leasing, a division of EAB Leasing Corp., against Safeguard (or
any other security agreement or financing statement purporting to
grant to, or perfect a security interest in favor of, Bankers
Direct Leasing, a division of EAB Leasing Corp., in collateral
other than leased equipment of the Borrower or any of its
Subsidiaries (including Safeguard)) exists or remains on record,
neither the Borrower nor any of its Subsidiaries (including
Safeguard) has or shall have any Indebtedness or equipment lease
or other similar obligation to Bankers Direct Leasing, a division
of EAB Leasing Corp., other than the obligations under and
pursuant to the equipment lease dated February 12, 1999 between
Safeguard and Bankers Direct Leasing, a division of EAB Leasing
Corp., the maximum aggregate amount of which obligations shall
not at any time exceed $813,000."
4. Amendment of 6.17 and 6.18 of the Credit Agreement.
Sections 6.17 and 6.18 of the Credit Agreement are hereby amended
by:
(a) deleting in Section 6.17 the text "(a) within sixty (60)
days following the Third Amendment Effective Date, cause the
termination of the financing statement (file number 972-004466
filed with the Tennessee Secretary of State's office) filed by
FBS Business Finance Corporation against all inventory and
proceeds thereof of PremiumWear, with the Borrower hereby
acknowledging that there is no outstanding security interest
evidenced by such financing statement and no Indebtedness
outstanding with respect thereto and (b)" and substituting in
lieu thereof the text ",";
(b) inserting, immediately following 6.17 thereof, the
following new 6.18:
"6.18. Safeguard Acquisition. Promptly following the
Safeguard Acquisition Effective Date, the Borrower shall deliver
to the Agent (a) satisfactory evidence of the payment and
satisfaction of all outstanding Indebtedness of Safeguard and its
Subsidiaries to Foothill Income Trust, L.P. and Foothill Capital
Corporation, in the form of fully executed pay off letters in
form and substance satisfactory to the Agent as to the repayment
of such Indebtedness and the release of any and all existing
liens and granted security interests of Safeguard and its
Subsidiaries; (b) a completed and fully executed certificate of
the locations of Safeguard and its Subsidiaries, in form and
substance satisfactory to the Agent, together with the results of
UCC searches of Safeguard and its Subsidiaries indicating no
liens other than Permitted Liens; (c) a compliance certificate
evidencing the Borrower's pro forma compliance with the
requirements of 8 of this Credit Agreement immediately prior to
and following the consummation of the Safeguard Acquisition, in
the form of Exhibit G to this Credit Agreement, and duly
certified by the principal financial or accounting officer of the
Borrower; and (d) to the extent necessary or appropriate to
reflect the Safeguard Acquisition, revisions to the disclosure
schedules attached to this Credit Agreement and the other Loan
Documents, in each case reflecting solely the materials disclosed
by the Safeguard Agreement, together with a duly executed
certificate of the Borrower representing that none of the
revisions to the disclosure schedules reflect any items which,
individually or collectively, might materially adversely affect
the properties, assets, financial condition or business of the
Borrower or its Subsidiaries, which certificate shall constitute
a representation of the Borrower for purposes of 11.1(e) of the
Credit Agreement. Without limiting the foregoing, the Borrower
agrees that it shall not seek to revise (A) Schedule 5.18 to the
Credit Agreement except as set forth on Schedule A to the Fourth
Amendment, (B) Schedules 7.1 or 7.3 to the Credit Agreement or
(C) Schedule 7.2 to the Credit Agreement (other than to reflect
the changes set forth on Schedule B to the Fourth Amendment).
Promptly following the consummation of the Safeguard Acquisition,
the Borrower shall (x) cause Safeguard and each of its domestic
Subsidiaries (in accordance with 7.11 hereto) to execute and
deliver to the Agent a Guaranty or Addendum to Guaranty, in the
form of Exhibit A hereto, of the Obligations under this Credit
Agreement and the other Loan Documents, together with such
evidence of corporate authorization, other corporate
documentation and legal opinions as the Agent may reasonably
request and (y) deliver to the Agent evidence satisfactory to the
Agent, of the satisfaction and release of all Indebtedness (other
than Indebtedness permitted by 7.1) of, and all liens and
security interests (other than Permitted Liens) granted by,
Safeguard and its Subsidiaries."
5. Amendment of 7.1 of the Credit Agreement. Section 7.1
of the Credit Agreement is hereby amended by:
(a) deleting subsection (m) thereof in its
entirety and substituting in lieu thereof the following
new subsection (m):
"Indebtedness for borrowed money, debt or
similar monetary obligations assumed in respect of
Permitted Acquisitions (other than the Safeguard
Acquisition), to the extent permitted by paragraph 2(b)
and (c) of the definition thereof, and other
Indebtedness assumed in respect of Permitted
Acquisitions (other than the Safeguard Acquisition) and
existing prior to the date of any Permitted Acquisition
(other than the Safeguard Acquisition) and not created
in contemplation thereof;"
(b) deleting subsection (q) thereof in its
entirety and substituting in lieu thereof the following
new subsection (q):
"(q) (i) Indebtedness owed by the Borrower or
any of its Subsidiaries (other than ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇, Chiswick Trust and R&M Trust) to any of
their respective officers, directors or employees
in connection with any deferred compensation plan,
post-retirement medical or life insurance benefit
plan, supplemental executive retirement plan or
post-retirement medical benefit plan in an
aggregate amount not to exceed $15,000,000; and
(ii) Indebtedness owed by the Borrower or any of
its Subsidiaries (other than ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇,
Chiswick Trust and R&M Trust) consisting of
supplemental retirement and death benefits payable
to Safeguard executives terminated prior to the
Safeguard Acquisition Effective Date in an
aggregate amount not to exceed $8,500,000";
(c) deleting subsection (v) thereof in its
entirety and substituting in lieu thereof the following
new subsection (v):
"(v) deferred payment obligations of
Safeguard to its independent distributors related
to the termination, or assignment to Safeguard, of
the distributors' rights under their distributor
agreements with Safeguard to the extent permitted
by Section 7.5.1(f); and"
(d) adding the following new subsection (w):
"(w) Indebtedness of Safeguard and its
Subsidiaries to Foothill Income Trust, L.P. and
Foothill Capital Corporation until promptly after
the consummation of the Safeguard Acquisition in
accordance with the terms and conditions of the
Safeguard Merger Agreement (which shall require
the prompt payment of such Indebtedness following
the Safeguard Acquisition Effective Date);"
(e) adding the following new subsection (x):
"(x) Indebtedness of the Borrower or any of
its Subsidiaries (other than ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇,
Chiswick Trust or R&M Trust) not otherwise
expressly permitted under subsections (a) - (w) of
this 7.1, in an aggregate amount not to exceed
$5,000,000 at any one time."
6. Amendment of 7.2 of the Credit Agreement. Section 7.2
of the Credit Agreement is hereby amended by:
(a) inserting in subsection (i) thereof, after
the text "pursuant to Permitted Acquisitions" and
before the text "and securing Indebtedness", the text
"(other than the Safeguard Acquisition)" and inserting
in subsection (i) thereof, after the text "the
definition of Permitted Acquisitions", the text "(other
than the Safeguard Acquisition);"
(b) deleting in subsection (j) thereof, after the
text, "constitutes Margin Stock" the text "." and
replacing in lieu thereof the text "; and";
(c) adding the following new subsection (k):
"(k) in the event that the Safeguard
Acquisition is consummated in accordance with the terms
and conditions of the Safeguard Merger Agreement, liens
on assets of Safeguard and its Subsidiaries securing
the Indebtedness permitted by 7.1(w) for so long as
such Indebtedness is permitted to exist by the terms of
this Credit Agreement."
7. Amendment of 7.3 of the Credit Agreement. Section 7.3
of the Credit Agreement is hereby amended by deleting subsection
(k) thereof in its entirety and substituting in lieu thereof the
following new subsection (k):
"(k) Investments in respect of (i) Permitted
Acquisitions (other than the Safeguard Acquisition) to
the extent permitted by the definition thereof; and
(ii) the Safeguard Acquisition to the extent permitted
by the definition thereof and 7.1(w);".
8. Amendment of 7.5 of the Credit Agreement. Section 7.5
of the Credit Agreement is hereby amended by:
(a) deleting in Section 7.5.1(d) thereof, the text
"or" following the text "does not exceed $18,000,000"
and substituting in lieu thereof the text ",".
(b) inserting in Section 7.5.1 thereof, the
following new subsections (f), (g) and (h) following
the text "(e) Permitted Joint Ventures":
"(f) the termination or assignment to
Safeguard of the distributors' rights under Safeguard's
agreements with its independent distributors so long as
the aggregate payments to the independent distributors
in connection therewith (including deferred payment
obligations) from and after the Safeguard Acquisition
Effective Date do not exceed $15,000,000 in aggregate
amount, (g) the transfer of intellectual property
rights to ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ by Safeguard through one or
more intermediate Subsidiaries after the Safeguard
Acquisition Effective Date or (h) the acquisition by
NEBS Business Products Limited of the capital stock of
Safeguard Business Systems Limited from Safeguard."
(c) deleting in Section 7.5.2(f) thereof, the text
"and" following the text "(determined as of the date or
dates of such dispositions),"
(d) inserting in Section 7.5.2 thereof, the
following new subsection (h), following the text "(g)
the disposition for fair market value of the common
stock and/or other equity interests of Advantage held
by the Borrower":
"and (h) the transfer of the capital stock of
Safeguard Business Systems Limited by Safeguard to NEBS
Business Products Limited."
(e) deleting the last paragraph thereof in its
entirety and substituting in lieu thereof the following
new paragraph:
"Notwithstanding the restrictions contained
above in 7.5.1 and 7.5.2, the Borrower or any
Guarantor (other than ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, R&M Trust
and Chiswick Trust), may transfer assets owned by
it to the Borrower or any other Guarantor (other
than R&M Trust, Chiswick Trust and except to the
extent permitted in 7.5.1(g), ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇)."
9. Amendment of 7.16 of the Credit Agreement. Section
7.16 of the Credit Agreement is hereby amended by inserting,
immediately following 7.15 thereof and immediately before 8
thereof, the following new 7.16:
"7.16. Additional Safeguard Obligations.
Notwithstanding any limitation contained in 7.1 hereof, from and
after the Safeguard Acquisition Effective Date, and for so long
as the financing statement (file number 2035543-2 filed with the
Delaware Secretary of State's office) filed by Bankers Direct
Leasing, a division of EAB Leasing Corp., against Safeguard (or
any other security agreement or financing statement purporting to
grant to, or perfect a security interest in favor of, Bankers
Direct Leasing, a division of EAB Leasing Corp., in collateral
other than leased equipment of the Borrower or any of its
Subsidiaries (including Safeguard)) exists or remains on record,
neither the Borrower nor any of its Subsidiaries (including
Safeguard) shall incur or permit to exist any Indebtedness or
equipment lease or other similar obligation to Bankers Direct
Leasing, a division of EAB Leasing Corp., other than the
obligations under and pursuant to the equipment lease dated
February 12, 1999 between Safeguard and Bankers Direct Leasing, a
division of EAB Leasing Corp., the maximum aggregate amount of
which obligations shall not at any time exceed $813,000."
10. Replacement of Schedule 5.19 to the Credit Agreement
and Addition of Schedules A and B to the Fourth
Amendment. Schedule 5.19 to the Credit Agreement is hereby
deleted in its entirety, and Schedule 5.19 attached hereto is
hereby substituted in lieu thereof. Schedule A is hereby added
to this Amendment to reflect additions to Schedule 5.18 to the
Credit Agreement upon consummation, if any, of the Safeguard
Acquisition. Schedule B is hereby added to this Amendment to
reflect additions to be made to Schedule 7.2 to the Credit
Agreement upon the consummation, if any, of the Safeguard
Acquisition.
11. Representations and Warranties. The Borrower and each
of the Guarantors hereby represents and warrants to the Agent and
the Banks as of the date hereof, and as of any date on which the
conditions set forth in 12 below are met, as follows:
(a) The execution and delivery by each of the Borrower
and the Guarantors of this Amendment and all other
instruments and agreements required to be executed and
delivered by the Borrower or any of the Guarantors in
connection with the transactions contemplated hereby or
referred to herein (collectively, the "Amendment
Documents"), and the performance by each of the Borrower and
the Guarantors of any of their obligations and agreements
under the Amendment Documents and the Credit Agreement and
the other Loan Documents, as amended hereby, are within the
corporate or other authority of each of the Borrower and the
Guarantors, have been authorized by all necessary corporate
proceedings on behalf of each of the Borrower and the
Guarantors, and do not and will not contravene any provision
of law or the Borrower's charter or any of the Guarantors'
charters, other incorporation or organizational papers, by-
laws or any stock provision or any amendment thereof or of
any indenture, agreement, instrument or undertaking binding
upon the Borrower or any of the Guarantors.
(b) Each of the Amendment Documents and the Credit
Agreement and other Loan Documents, as amended hereby, to
which the Borrower or any of the Guarantors is a party
constitute legal, valid and binding obligations of such
Person, enforceable in accordance with their terms, except
as limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting
generally the enforcement of creditors' rights.
(c) No approval or consent of, or filing with, any
governmental agency or authority is required to make valid
and legally binding the execution, delivery or performance
by the Borrower or any of the Guarantors of the Amendment
Documents or the Credit Agreement or other Loan Documents,
as amended hereby, or the consummation by the Borrower or
any of the Guarantors of the transactions among the parties
contemplated hereby and thereby or referred to herein.
(d) The representations and warranties contained in 5
of the Credit Agreement and in the other Loan Documents were
true and correct at and as of the date made. Except to the
extent of changes resulting from transactions contemplated
or permitted by the Credit Agreement and the other Loan
Documents, changes occurring in the ordinary course of
business (which changes, either singly or in the aggregate,
have not been materially adverse) and to the extent that
such representations and warranties relate expressly to an
earlier date and after giving effect to the provisions
hereof, such representations and warranties, after giving
effect to this Amendment, also are correct at and as of the
date hereof and will be true and correct as of the date of
the closing of the Safeguard Acquisition.
(e) Each of the Borrower and the Guarantors has
performed and complied in all material respects with all
terms and conditions herein required to be performed or
complied with by it prior to or at the time hereof, and as
of the date hereof, after giving effect to the provisions of
this Amendment and the other Amendment Documents, there
exists no Event of Default or Default.
(f) Each of the Borrower and the Guarantors
acknowledges and agrees that the representations and
warranties contained in this Amendment shall constitute
representations and warranties referred to in 11.1(e) of
the Credit Agreement, a breach of which shall constitute an
Event of Default.
12. Effectiveness. This Amendment shall become effective
as of the date first written above (the "Effective Date") upon
the satisfaction of each of the following conditions, in each
case in a manner satisfactory in form and substance to the Agent
and the Banks:
(a) Substantially contemporaneously with the satisfaction
of each of the other conditions set forth in this 12, the
Borrower shall have delivered fully executed copies of the
Safeguard Merger Agreement and related documents to the Agent
which shall be in full force and effect and shall have satisfied
each of the conditions to effectiveness of the Safeguard Merger
Agreement (other than the effectiveness of this Amendment);
(b) This Amendment shall have been duly executed and
delivered by each of the Agent, the Majority Banks, the Borrower
and the Guarantors and shall be in full force and effect;
(c) Centurion Sub shall have executed and delivered to the
Agent an Addendum to Guaranty in the form of the Addendum to
Exhibit A to the Credit Agreement;
(d) The Agent shall have received from the Secretary of
Centurion Sub a copy, certified by such Secretary to be true and
complete as of the date hereof, of each of (i) its charter or
other organizational documents as in effect on such date of
certification, (ii) its by-laws as in effect on such date, and
(iii) the resolutions of its Board of Directors or other
management authorizing, to the extent it is a party thereto, the
execution, delivery and performance of this Amendment, and any
other Amendment Documents;
(e) The Agent shall have received from Centurion Sub an
incumbency certificate, dated as of the date hereof, signed by a
duly authorized officer of Centurion Sub and giving the name and
bearing a specimen signature of each individual who shall be
authorized to sign, in the name and on behalf of Centurion Sub,
the Amendment Documents;
(f) The Agent shall have received from the Borrower copies
of the most recent consolidated financial statements of
Safeguard, the December 31, 2002 audited consolidated financial
statements of Safeguard, and a copy of the form of Safeguard
Merger Agreement, in form and substance satisfactory to the Agent
(or if modified, with such modifications as the Agent may, in its
sole discretion approve);
(g) The Agent shall have received good standing
certificates for Centurion Sub, issued by the Secretary of State
of such entity's jurisdiction of incorporation or organization;
(h) The Agent shall have received a favorable legal opinion
addressed to the Agent and the Banks, dated as of the date
hereof, in form and substance satisfactory to the Agent, with
respect to the Guaranty by Centurion Sub;
(i) Such other items, documents, agreements, items or
actions as the Agent may reasonably request in order to
effectuate the transactions contemplated hereby.
13. Miscellaneous Provisions.
(a) Each of the Borrower and the Guarantors hereby ratifies
and confirms all of its Obligations to the Agent and the Banks
under the Credit Agreement, as amended hereby, and the other Loan
Documents, including, without limitation, the Loans, and each of
the Borrower and the Guarantors hereby affirms its absolute and
unconditional promise to pay to the Banks and the Agent the
Loans, reimbursement obligations and all other amounts due or to
become due and payable to the Banks and the Agent under the
Credit Agreement and the other Loan Documents, as amended hereby.
Except as expressly amended hereby, each of the Credit Agreement
and the other Loan Documents shall continue in full force and
effect. This Amendment and the Credit Agreement shall hereafter
be read and construed together as a single document, and all
references in the Credit Agreement, any other Loan Document or
any agreement or instrument related to the Credit Agreement shall
hereafter refer to the Credit Agreement as amended by this
Amendment.
(b) Without limiting the expense reimbursement requirements
set forth in 14 of the Credit Agreement, the Borrower agrees to
pay on demand all costs and expenses, including reasonable
attorneys' fees, of the Agent incurred in connection with this
Amendment.
(c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS) AND SHALL TAKE EFFECT AS
A SEALED INSTRUMENT IN ACCORDANCE WITH SUCH LAWS.
(d) This Amendment may be executed in any number of
counterparts, and all such counterparts shall together constitute
but one instrument. In making proof of this Amendment it shall
not be necessary to produce or account for more than one
counterpart signed by each party hereto by and against which
enforcement hereof is sought.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the undersigned have duly
executed this Amendment as a sealed instrument as of the
date first set forth above.
BORROWER:
NEW ENGLAND BUSINESS SERVICE,
INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President,
Chief Financial Officer and
Treasurer
BANKS:
FLEET NATIONAL BANK formerly
known as BankBoston, N.A.,
individually and as Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
KEY BANK N.A.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
CITIZENS BANK OF
MASSACHUSETTS,
as successor to USTrust
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
SUNTRUST BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
NATIONAL CITY BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
BANKNORTH, N.A.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇ BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Signature page
to the Fourth Amendment
Each of the undersigned hereby acknowledges the
foregoing Fourth Amendment as of the Effective Date, and
further agrees that its obligations under the Guaranty will
extend to the Credit Agreement, as so amended, and the other
Loan Documents, as so amended.
▇▇▇▇▇ SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
CHISWICK, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
PREMIUMWEAR, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
RAPIDFORMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
R&M TRUST
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇
▇▇▇▇▇▇▇, as Trustees under
Declaration of Trust of R&M
Trust dated July 20, 1998 and
filed with the Secretary of
the Commonwealth of
Massachusetts on July 27,
1998, and not individually
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as
Trustee under said
Declaration of Trust and
not individually
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, as Trustee
under said
Declaration of Trust and
not individually
CHISWICK TRUST
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇
▇▇▇▇▇▇▇, as Trustees under
Declaration of Trust of
Chiswick Trust dated September
15, 1999 and filed with the
Secretary of the Commonwealth
of Massachusetts on September
17, 1999, and not individually
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as
Trustee under said
Declaration of Trust and
not individually
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, as Trustee
under said
Declaration of Trust and
not individually
▇▇▇▇▇▇▇▇.▇▇▇, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
PWI HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
NEBS INTERACTIVE, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
CENTURION SUB, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
