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: February 26, 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. 3 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"), 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").
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 26, 1999, 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. 3 to Revolving Credit Agreement, dated as of February 26, 1999, among the
Borrowers, the Banks, and the Agent.
(b) Section 1.1.56 of the Agreement is amended to read in its entirety
as follows:
"1.1.56 "Revolving Loan Maturity Date means February 15, 2001."
ARTICLE II
AMENDMENT TO REVOLVING CREDIT NOTES
Effective on February 26, 1999, the Revolving Credit Notes are amended
as set forth in the Allonges respectively 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
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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.
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, 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/Xxx Xxxxxxxx
------------------------------
Title: V.P. & Treasurer
COURIER CITIZEN COMPANY
By: s/Xxx Xxxxxxxx
------------------------------
Title: V.P. & Treasurer
COURIER COMPANIES, INC.
By: s/Xxx Xxxxxxxx
------------------------------
Title: Asst. Treasurer
COURIER DELAWARE HOLDING CORPORATION
By: s/Xxxxxxx X. Xxxxx, Xx.
------------------------------
Title: V.P. & Treasurer
COURIER FOREIGN SALES CORPORATION LIMITED
By: s/Xxx Xxxxxxxx
------------------------------
Title: Treasurer
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COURIER INVESTMENT CORPORATION
By: s/ Xxx Xxxxxxxx
------------------------------
Title: Asst. Treasurer
COURIER KENDALLVILLE, INC.
By: s/ Xxx Xxxxxxxx
------------------------------
Title: Asst. Treasurer
COURIER PROPERTIES, INC.
By: s/ Xxx Xxxxxxxx
------------------------------
Title: Asst. Treasurer
COURIER STOUGHTON, INC.
By: s/ Xxx Xxxxxxxx
------------------------------
Title: Asst. Treasurer
COURIER WESTFORD, INC.
By: s/ Xxx Xxxxxxxx
------------------------------
Title: Asst. Treasurer
NATIONAL PUBLISHING COMPANY
By: s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------
Title: Treasurer
COURIER NEW MEDIA, INC.
By: s/ Xxx Xxxxxxxx
------------------------------
Title: Asst. Treasurer
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BOOK-MART PRESS, INC.
By: s/ Xxx Xxxxxxxx
------------------------------
Title: Asst. Treasurer
THE HOME SCHOOL, INC.
By: s/ Xxx Xxxxxxxx
------------------------------
Title: Asst. Treasurer
The foregoing Amendment is hereby accepted by the undersigned as of
February 26, 1999.
The Banks:
STATE STREET BANK AND TRUST COMPANY
By: s/ X. Xxxxx
------------------------------
Title: Loan Officer
BANKBOSTON, N.A. (f/k/a The First
National Bank of Boston)
By: s/ Xxxxxxxxxxx X. Xxxxx
------------------------------
Title: Director
The Agent:
STATE STREET BANK AND TRUST COMPANY
By: s/ X. Xxxxx
------------------------------
Title: Loan Officer
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ANNEX 1
ALLONGE TO REVOLVING CREDIT NOTE
$15,000,000.00 Dated as of: February 26, 1999
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 and February 27, 1998, 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 Revolving Loan
Maturity Date shall be extended to February 15, 2001.
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/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: V.P. & Treasurer
Courier Corp.
WITNESS: COURIER CITIZEN COMPANY
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: V.P. & Treasurer
Courier Corp.
WITNESS: COURIER COMPANIES, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
WITNESS: COURIER DELAWARE HOLDING CORPORATION
s/ Xxxx Xxxxxxxxx By: s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------- ----------------------------
Title: National Title: V.P. & Treasurer
WITNESS: COURIER FOREIGN SALES CORPORATION LIMITED
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Treasurer
Courier Corp.
WITNESS: COURIER INVESTMENT CORPORATION
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
(signatures continue on next page)
WITNESS: COURIER KENDALLVILLE, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
WITNESS: COURIER PROPERTIES, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
WITNESS: COURIER STOUGHTON, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
WITNESS: COURIER WESTFORD, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
WITNESS: NATIONAL PUBLISHING COMPANY
s/ Xxxx Xxxxxxxxx By: s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------- ----------------------------
Title: National Title: Treasurer
WITNESS: COURIER NEW MEDIA, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
WITNESS: BOOK-MART PRESS, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
(signatures continue on next page)
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WITNESS: THE HOME SCHOOL, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
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ANNEX 2
ALLONGE TO REVOLVING CREDIT NOTE
$15,000,000.00 Dated as of: February 26, 1999
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 and February 27, 1998, 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 Revolving Loan
Maturity Date shall be extended to February 15, 2001.
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.
(signatures continue on next page)
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Executed as a sealed instrument as of the date first above written.
The Borrowers:
WITNESS: COURIER CORPORATION
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: V.P. & Treasurer
Courier Corp.
WITNESS: COURIER CITIZEN COMPANY
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: V.P. & Treasurer
Courier Corp.
WITNESS: COURIER COMPANIES, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
WITNESS: COURIER DELAWARE HOLDING CORPORATION
s/ Xxxx Xxxxxxxxx By: s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------- ----------------------------
Title: National Title: VP & Treasurer
WITNESS: COURIER FOREIGN SALES CORPORATION LIMITED
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Treasurer
Courier Corp.
WITNESS: COURIER INVESTMENT CORPORATION
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
(signatures continue on next page)
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WITNESS: COURIER KENDALLVILLE, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
WITNESS: COURIER PROPERTIES, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
WITNESS: COURIER STOUGHTON, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
WITNESS: COURIER WESTFORD, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
WITNESS: NATIONAL PUBLISHING COMPANY
s/ Xxxx Xxxxxxxxx By: s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------- ----------------------------
Title: National Title: Treasurer
WITNESS: COURIER NEW MEDIA, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
WITNESS: BOOK-MART PRESS, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
(signatures continue on next page)
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WITNESS: THE HOME SCHOOL, INC.
s/ Xxxxxx X. Xxxxxxxx By: s/ Xxx Xxxxxxxx
-------------------------- ----------------------------
Title: Asst. Treasurer Title: Asst. Treasurer
Courier Corp.
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