Exhibit 10
COURIER CORPORATION
COURIER COMPANIES, INC.
COURIER FOREIGN SALES CORPORATION
LIMITED
COURIER KENDALLVILLE, INC.
COURIER PROPERTIES, INC.
NATIONAL PUBLISHING COMPANY
COURIER NEW MEDIA, INC.
BOOK-MART PRESS, INC.
DOVER PUBLICATIONS, INC.
RESEARCH & EDUCATION ASSOCIATION,
INC.
MOORE-LANGEN PRINTING COMPANY, INC.
FEDERAL MARKETING CORP.
Dated as of: November 9,
2006
Citizens Bank of Massachusetts
(successor
to State Street Bank and Trust
Company),
Individually and as Agent
28 State Street
Boston, Massachusetts
02109
KeyBank National Association
One Canal Place
Portland, Maine
04101
Sovereign Bank (a federal savings
bank)
75 State Street
Boston, Massachusetts
02109
JPMorgan Chase Bank, N.A.
2 Corporate Drive, 7 th Floor
Shelton, CT 06484
Wells Fargo Bank, N.A.
One Boston Place
Boston, Massachusetts
02108
RBS Securities Corporation,
As Joint Lead Arranger and Joint Book Runner
28 State Street - 13
th Floor
Boston, Massachusetts 02109
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J. P. Morgan Securities Inc.,
As Joint Lead Arranger and Joint Book Runner
270 Park Avenue, 5 th Floor
New York City, New York
10017
Re:
Amendment No. 4 to Amended and Restated Revolving Credit
Agreement
Ladies and Gentlemen:
We refer to the Amended and Restated
Revolving Credit Agreement, dated as of March 31, 2003 (as
amended, the “Agreement”), among COURIER CORPORATION,
COURIER COMPANIES, INC., COURIER FOREIGN SALES CORPORATION LIMITED,
COURIER KENDALLVILLE, INC., COURIER PROPERTIES, INC., NATIONAL
PUBLISHING COMPANY, COURIER NEW MEDIA, INC., BOOK-MART PRESS, INC.,
DOVER PUBLICATIONS, INC., RESEARCH & EDUCATION ASSOCIATION,
INC., MOORE-LANGEN PRINTING COMPANY, INC. and FEDERAL MARKETING
CORP. (each a “Borrower” and collectively the
“Borrowers”), CITIZENS BANK OF MASSACHUSETTS, in its
capacity as a Bank (“Citizens”), SOVEREIGN BANK, in its
capacity as a Bank (“Sovereign”), KEYBANK NATIONAL
ASSOCIATION, in its capacity as a Bank (“Key”),
JPMORGAN CHASE BANK, N.A., in its capacity as a Bank
(“JPM”) and WELLS FARGO BANK, N.A. in its capacity as a
Bank (“Wells Fargo”; and together with Citizens,
Sovereign, Key and JPM, the “Banks”), and CITIZENS BANK
OF MASSACHUSETTS, in its capacity as agent for the Banks (the
“Agent”), RBS SECURITIES CORPORATION, in its capacity
as Joint Lead Arranger and Joint Book Runner, and J. P. MORGAN
SECURITIES INC., in its capacity as Joint Lead Arranger and Joint
Book Runner.
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:
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ARTICLE I
AMENDMENTS TO
AGREEMENT
Effective as of November 9, 2006,
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 this Amendment, the Citizens Second Amended and
Restated Revolving Credit Note, the Key Second Amended and Restated
Revolving Credit Note, the Sovereign Second Amended and Restated
Revolving Credit Note, the JPM Revolving Credit Note, the Wells
Fargo Revolving Credit Note and the Citizens Amended and Restated
Swing Line Note (each as defined below).
(b)
Section 1.1.18 of the Agreement is amended to read in its entirety
as follows:
“1.1.18 “Commitment
Percentage” means, with respect to the Revolving Credit
Commitment and the Swing Line Commitment, (i) in relation to
Citizens 20%, (ii) in relation to Key 20%, (iii) in relation to
Sovereign 20%, (iv) in relation to JPM 20% and (v) in relation to
Wells Fargo 20%, as each may be adjusted from time to time in
accordance with Section 2.9 or Section 10.10.”
(c)
Section 1.1.63 of the Agreement is amended to read in its entirety
as follows:
“1.1.63 “Revolving
Loan Maturity Date” means March 31, 2011.”
(d)
Section 1.1.64 of the Agreement is amended to read in its entirety
as follows:
“1.1.64 “Revolving
Loan Maximum Amount” means $100,000,000. The Revolving
Loan Maximum Amount may be decreased pursuant to Section 2.3 or
increased pursuant to Section 2.9.”
(e)
A new Section 2.9 is hereby added to the Agreement which shall be
as follows:
“2.9. Increase in
Revolving Loan Maximum Amount .
2.9.1 Request for
Increase . Provided (i) there exists neither an Event of
Default nor any condition which would, with notice or the lapse of
time, or both, constitute an Event of Default, (ii) the Borrowers
have delivered to the Agent evidence that the increase contemplated
by this Section 2.9 has been duly authorized by all necessary
corporate action, and (iii) the
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Borrowers have delivered to the
Agent a legal opinion of in-house or special counsel with respect
to the due authorization of the increase contemplated by this
Section 2.9, then, upon notice to the Agent (which shall promptly
notify the Banks), the Borrowers may from time to time request an
increase in the Revolving Loan Maximum Amount by an amount not
exceeding $100,000,000 in the aggregate for all such
requests. At the time of sending such notice, the Borrowers
(in consultation with the Agent) shall specify the time period
within which each Bank is requested to respond (which shall in no
event be less than ten Business Days from the date of delivery of
such notice to the Banks).
2.9.2 Bank Elections to
Increase . Each Bank shall notify the Agent within such
time period whether or not it agrees to increase its Revolving
Credit Commitment and, if so, whether by an amount equal to,
greater than, or less than its Commitment Percentage of such
requested increase. Any Bank not responding within such time
period shall be deemed to have declined to increase its Revolving
Credit Commitment.
2.9.3 Notification by
Agent; Additional Banks . The Agent shall notify the
Borrowers and each Bank of the Banks’ responses to each
request made hereunder. In the event that the aggregate
amount of the increases agreed to by the Banks (including those
Banks willing to agree to an increase in their Revolving Credit
Commitments in amounts greater than their Commitment Percentages)
is less than the amount of increase requested by the Borrowers,
then, to achieve the full amount of the requested increase,
additional financial institutions approved by the Agent and the
Borrowers may become Banks pursuant to a joinder agreement in form
and substance satisfactory to the Agent and its counsel and by
Courier and its counsel on behalf of the Borrowers.
2.9.4 Effective Date and
Allocations . If the Revolving Loan Maximum Amount is
increased in accordance with this Section 2.9, the Agent and the
Borrowers shall determine the effective date (the “Increase
Effective Date”) and the final allocation of such
increase. The Agent shall promptly notify the Borrowers and
the Banks of the final allocation of such increase and the Increase
Effective Date.
2.9.5 Conditions to
Effectiveness of Increase . As a condition precedent to
such increase, each Borrower shall deliver to the Agent a
certificate of such Borrower, dated as of the Increase Effective
Date (in sufficient copies for each Bank), signed by the chief
financial officer or treasurer of such Borrower,
(i) certifying and attaching the resolutions adopted by such
entity approving or consenting to such increase, and (ii)
certifying that, before and after giving effect to such increase,
(A) the representations and warranties contained in Section 3 of
the Agreement, and the
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representations and warranties in
each other Loan Document, are true and correct on and as of the
Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier
date, in which case they are true and correct as of such earlier
date, and (B) neither an Event of Default nor any condition, which
would, with notice or the lapse of time, or both, constitute an
Event of Default, exists.”
(f)
Exhibits A-1 and A-2 to the Agreement are each hereby
amended and restated as set forth on Annex 1 and Annex
2 , respectively.
(g)
The Borrowers have informed the Agent and the Banks that
Massachusetts National Publishing Business Trust was terminated as
of June 30, 2004. Accordingly, MNPBT is no longer a
Subsidiary and the term “Borrower” or
“Borrowers” shall no longer be deemed to also mean and
include MNPBT. Further, Exhibit F to the
Agreement is amended by deleting therefrom all references to
MNPBT.
ARTICLE II
AMENDMENT TO NOTES
Effective as of November 9, 2006,
each of the Revolving Credit Notes in favor of Citizens, Key and
Sovereign is amended and restated in its entirety, each
substantially in the form attached hereto as Annex 1 , with
appropriate insertions (respectively, the “Citizens Second
Amended and Restated Revolving Credit Note”, the “Key
Second Amended and Restated Revolving Credit Note” and the
“Sovereign Second Amended and Restated Revolving Credit
Note”). In addition, the Swing Line Note in favor of
Citizens is amended and restated in its entirety, substantially in
the form attached hereto as Annex 2 (the
“Citizens Amended and Restated Swing Line Note”).
Further, the Borrowers are issuing separate Revolving Credit Notes
in favor of each of JPM and Wells Fargo, each substantially in the
form attached hereto as Annex 3 , with appropriate
insertions (respectively, the “JPM Revolving Credit
Note” and the “Wells Fargo Revolving Credit
Note”).
ARTICLE III
CONDITIONS PRECEDENT TO AMENDMENT
NO. 4
This Amendment shall become and be
effective as of the date hereof, but only if the Agent shall have
received the following documents in form and substance satisfactory
to the Agent and each Bank and duly executed and delivered by the
parties thereto:
(a)
this Amendment;
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(b)
the Citizens Second Amended and Restated Revolving Credit Note, the
Key Second Amended and Restated Revolving Credit Note and the
Sovereign Second Amended and Restated Revolving Credit
Note;
(c)
the Citizens Amended and Restated Swing Line Note; and
(d)
the JPM Revolving Credit Note and the Wells Fargo Revolving Credit
Note.
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 and each
of the Citizens Second Amended and Restated Revolving Credit Note,
the Key Second Amended and Restated Revolving Credit Note, the
Sovereign Second Amended and Restated Revolving Credit Note, the
JPM Revolving Credit Note, the Wells Fargo Revolving Credit Note
and the Citizens Amended and Restated Swing Line Note 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 and therein
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 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
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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.
[ remainder of page intentionally
left blank ]
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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, 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
COURIER COMPANIES, INC.
COURIER FOREIGN SALES
CORPORATION
LIMITED
COURIER KENDALLVILLE,
INC.
COURIER PROPERTIES, INC.
NATIONAL PUBLISHING
COMPANY
COURIER NEW MEDIA, INC.
BOOK-MART PRESS, INC.
DOVER PUBLICATIONS, INC.
RESEARCH & EDUCATION
ASSOCIATION, INC.
MOORE-LANGEN PRINTING
COMPANY, INC.
FEDERAL MARKETING CORP.
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By:
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/s/ Lee Cochrane
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Name: Lee Cochrane
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Title: Vice President and
Treasurer
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[ Signature Page to Amendment No. 4
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The foregoing Amendment is hereby
accepted by the undersigned as of November 9, 2006.
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The Banks :
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CITIZENS BANK OF MASSACHUSETTS
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By:
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/s/ Michael D. Elwell
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Name: Michael D. Elwell
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Title: Vice President
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KEYBANK NATIONAL ASSOCIATION
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By:
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/s/ John Everett
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Name: John Everett
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Title: Vice President
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SOVEREIGN BANK (a federal savings
bank)
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By:
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/s/ Penny Garver
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Name: Penny Garver
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Title: Senior Vice President
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JPMORGAN CHASE BANK, N.A.
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By:
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/s/ D. Scott Farquhar
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Name: D. Scott Farquhar
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Title: Vice President
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WELLS FARGO BANK, N.A.
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By:
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/s/ David M. Crane
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Name: David M. Crane
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Title: Vice President
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[ Signature Page to Amendment No. 4
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The Agent :
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CITIZENS BANK OF MASSACHUSETTS
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By:
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/s/ Michael D. Elwell
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Name: Michael D. Elwell
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Title: Vice President
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The Joint Lead Arrangers and Joint Book
Runners:
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RBS SECURITIES CORPORATION
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By:
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/s/ James C. Gregg
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Name: James C. Gregg
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Title: Senior Vice President
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J. P. MORGAN SECURITIES INC.
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By:
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/s/ Peter G. DeMaria
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Name: Peter G. DeMaria
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Title: Managing Director
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[ Signature Page to Amendment No.
4 ]
10
Annex 1
SECOND AMENDED AND RESTATED
REVOLVING CREDIT NOTE
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$20,000,000
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Boston, Massachusetts
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November 9, 2006
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FOR VALUE RECEIVED, the undersigned
(hereinafter, together with their respective successors in title
and assigns, collectively called the “Borrowers”), by
this promissory note (hereinafter, called “this Note”),
absolutely and unconditionally promise to pay to the order of
(hereinafter, together with its successors in title and assigns,
called the “Bank”), the principal sum of TWENTY MILLION
DOLLARS ($20,000,000.00), or so much thereof as shall have been
advanced by the Bank to the Borrowers by way of revolving loans
under the Credit Agreement (as hereinafter defined) and shall
remain outstanding, such payment to be made as hereinafter
provided, and to pay interest on the principal sum outstanding
hereunder from time to time from the date hereof until the said
principal sum or the unpaid portion thereof shall have become due
and payable as hereinafter provided.
The entire unpaid principal (not at
the time overdue) of this Note shall bear interest at the rate or
rates from time to time in effect under the Credit Agreement.
Accrued interest on the unpaid principal under this Note shall be
payable on the dates specified in the Credit Agreement.
On March 31, 2011, the date of the
final maturity of this Note, there shall become absolutely due and
payable by the Borrowers hereunder, and the Borrowers hereby
jointly and severally promise to pay to the holder hereof, the
balance (if any) of the principal hereof then remaining unpaid, all
of the unpaid interest accrued hereon and all (if any) other
amounts payable on or in respect of this Note or the indebtedness
evidenced hereby.
Each overdue amount (whether of
principal, interest or otherwise) payable on or in respect of this
Note or the indebtedness evidenced hereby shall (to the extent
permitted by applicable law) bear interest at the rates and on the
terms provided by the Credit Agreement. The unpaid interest
accrued on each overdue amount in accordance with the foregoing
terms of this paragraph shall become and be absolutely due and
payable by the Borrowers to the holder hereof on demand by the
holder of this Note. Interest on each overdue amount will
continue to accrue as provided by the foregoing terms of this
paragraph, and will (to the extent permitted by applicable law) be
compounded monthly until the obligations of the Borrowers in
respect of the payment of such overdue amount shall be discharged
(whether before or after judgment).
1-1
Each payment of principal, interest
or other sum payable on or in respect of this Note or the
indebtedness evidenced hereby shall be made by the Borrowers
directly to the Agent in U.S. Dollars, at the Agent’s Head
Office (as hereinafter defined), on the due date of such payment,
and in immediately available and freely transferable funds.
All payments on or in respect of this Note or the indebtedness
evidenced hereby shall be made without set-off or counterclaim and
free and clear of and without any deductions, withholdings,
restrictions or conditions of any nature.
This Note is made and delivered by
the Borrowers to the Bank pursuant to an Amended and Restated
Revolving Credit Agreement, dated as of March 31, 2003, among the
Borrowers, the Banks and the Agent (hereinafter, as varied or
supplemented or amended and restated, called the “Credit
Agreement”). This Note evidences the joint and several
obligations of the Borrowers (a) to repay the principal amount
of each Revolving Loan (as defined in the Credit Agreement) made by
the Bank to the Borrowers pursuant to the Credit Agreement;
(b) to pay interest, as herein and therein provided, on the
principal amount hereof remaining unpaid from time to time; and (c)
to pay other amounts which may become due and payable hereunder as
herein provided. Reference is hereby made to the Credit
Agreement (including the Exhibits annexed thereto) for a
complete statement of the terms thereof.
No reference herein to the Credit
Agreement or to any provisions thereof shall impair the obligations
of the Borrowers, which are absolute, unconditional and
irrevocable, to pay the principal of and the interest on this Note
and to pay all (if any) other amounts which may become due and
payable on or in respect of this Note or the indebtedness evidenced
hereby, strictly in accordance with the terms and the tenor of this
Note.
For all purposes of this Note, the
following terms shall have the respective meanings set forth
below:
(a)
“Agent” means Citizens Bank of Massachusetts (successor
to State Street Bank and Trust Company), acting in its capacity as
Agent for the Banks under the Credit Agreement.
(b)
“Agent’s Head Office” means the head office of
Agent located at 28 State Street, Boston, Massachusetts
02109.
(c)
“Banks” shall have the meaning ascribed to such term in
the Credit Agreement.
(d)
“holder” means the Bank in possession of this Note or
any other Person who is at the time the lawful holder in possession
of this Note.
The Borrowers will have the right to
prepay the unpaid principal of this Note in full or in part upon
the terms contained in the Credit Agreement. The Borrowers
will
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have an obligation to prepay
principal of this Note upon the terms contained in the Credit
Agreement. Any partial payment of the indebtedness evidenced
by this Note shall be applied in accordance with the terms of the
Credit Agreement.
Pursuant to, and upon the terms
contained in, Section 6 of the Credit Agreement, the entire unpaid
principal of this Note, all of the interest accrued on the unpaid
principal of this Note and all (if any) other amounts payable on or
in respect of this Note or the indebtedness evidenced hereby may be
declared to be immediately due and payable, whereupon the entire
unpaid principal of this Note, all of the interest accrued on the
unpaid principal of this Note and all (if any) other amounts
payable on or in respect of this Note or the indebtedness evidenced
hereby shall (if not already due and payable) forthwith become and
be due and payable to the holder of this Note without presentment,
demand, protest or any other formalities of any kind, all of which
are hereby expressly and irrevocably waived by the
Borrowers.
All computations of interest payable
as provided in this Note shall be made by the Agent on the basis of
the actual number of days elapsed divided by 360. The Prime
Rate (as defined in the Credit Agreement) in effect from time to
time shall be determined in accordance with the terms of the Credit
Agreement.
Should all or any part of the
indebtedness represented by this Note be collected by action at
law, or in bankruptcy, insolvency, receivership or other court
proceedings, or should this Note be placed in the hands of
attorneys for collection after default, the Borrowers hereby
jointly and severally promise to pay to the holder of this Note,
upon demand by the holder hereof at any time, in addition to
principal, interest and all (if any) other amounts payable on or in
respect of this Note or the indebtedness evidenced hereby, all
court costs and attorneys’ fees and all other collection
charges and expenses reasonably incurred or sustained by the holder
of this Note.
The Borrowers hereby irrevocably
waive notice of acceptance, presentment, notice of nonpayment,
protest, notice of protest, suit and all other conditions precedent
in connection with the delivery, acceptance, collection and/or
enforcement of this Note. The Borrowers hereby absolutely and
irrevocably consent and submit to the jurisdiction of the Courts of
the Commonwealth of Massachusetts and of any Federal Court located
in the said Commonwealth in connection with any actions or
proceedings brought against the Borrowers by the holder hereof
arising out of or relating to this Note.
This Note is intended to take effect
as a sealed instrument. This Note and the obligations of the
Borrowers hereunder shall be governed by and interpreted and
determined in accordance with the laws of the Commonwealth of
Massachusetts.
Each of the Borrowers shall be
jointly and severally liable for the full amount owing under this
Note.
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IN WITNESS WHEREOF, this SECOND
AMENDED AND RESTATED REVOLVING CREDIT NOTE has been duly executed
by the undersigned on the day and in the year first above written
in Boston, Massachusetts.
The Borrowers :
COURIER CORPORATION
COURIER COMPANIES, INC.
COURIER FOREIGN SALES
CORPORATION
LIMITED
COURIER KENDALLVILLE,
INC.
COURIER PROPERTIES, INC.
NATIONAL PUBLISHING
COMPANY
COURIER NEW MEDIA, INC.
BOOK-MART PRESS, INC.
DOVER PUBLICATIONS, INC.
RESEARCH & EDUCATION
ASSOCIATION, INC.
MOORE-LANGEN PRINTING
COMPANY, INC.
FEDERAL MARKETING CORP.
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By:
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Name: Lee Cochrane
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Title: Vice President and
Treasurer
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1-4
Annex 2
AMENDED AND RESTATED SWING LINE
NOTE
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$15,000,000
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Boston, Massachusetts
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November 9, 2006
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FOR VALUE RECEIVED, the undersigned
(hereinafter, together with their respective successors in title
and assigns, collectively called the “Borrowers”), by
this promissory note (hereinafter, called “this Note”),
absolutely and unconditionally promise to pay to the order of
CITIZENS BANK OF MASSACHUSETTS (successor to State Street Bank
& Trust Company) (hereinafter, together with its successors in
title and assigns, called the “Bank”), the principal
sum of FIFTEEN MILLION DOLLARS ($15,000,000), or so much thereof as
shall have been advanced by the Bank to the Borrowers by way of
swing line loans under the Credit Agreement (as hereinafter
defined) and shall remain outstanding, such payment to be made as
hereinafter provided, and to pay interest on the principal sum
outstanding hereunder from time to time from the date hereof until
the said principal sum or the unpaid portion thereof shall have
become due and payable as hereinafter provided.
The entire unpaid principal (not at
the time overdue) of this Note shall bear interest at the rate or
rates from time to time in effect under the Credit Agreement.
Accrued interest on the unpaid principal under this Note shall be
payable on the dates specified in the Credit Agreement.
On March 31, 2011, the date of the
final maturity of this Note, there shall become absolutely due and
payable by the Borrowers hereunder, and the Borrowers hereby
jointly and severally promise to pay to the holder hereof, the
balance (if any) of the principal hereof then remaining unpaid, all
of the unpaid interest accrued hereon and all (if any) other
amounts payable on or in respect of this Note or the indebtedness
evidenced hereby.
Each overdue amount (whether of
principal, interest or otherwise) payable on or in respect of this
Note or the indebtedness evidenced hereby shall (to the extent
permitted by applicable law) bear interest at the rates and on the
terms provided by the Credit Agreement. The unpaid interest
accrued on each overdue amount in accordance with the foregoing
terms of this paragraph shall become and be absolutely due and
payable by the Borrowers to the holder hereof on demand by the
holder of this Note. Interest on each overdue amount will
continue to accrue as provided by the foregoing terms of this
paragraph, and will (to the extent permitted by applicable law) be
compounded monthly until the obligations of the Borrowers in
respect of the payment of such overdue amount shall be discharged
(whether before or after judgment).
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Each payment of principal, interest
or other sum payable on or in respect of this Note or the
indebtedness evidenced hereby shall be made by the Borrowers
directly to the Agent in U.S. Dollars, at the Agent’s Head
Office (as hereinafter defined), on the due date of such payment,
and in immediately available and freely transferable funds.
All payments on or in respect of this Note or the indebtedness
evidenced hereby shall be made without set-off or counterclaim and
free and clear of and without any deductions, withholdings,
restrictions or conditions of any nature.
This Note is made and delivered by
the Borrowers to the Bank pursuant to an Amended and Restated
Revolving Credit Agreement, dated as of March 31, 2003 among the
Borrowers, the Banks and the Agent (hereinafter, as varied or
supplemented or amended and restated, called the “Credit
Agreement”). This Note evidences the joint and several
obligations of the Borrowers (a) to repay the principal amount
of each Swing Line Loan (as defined in the Credit Agreement) made
by the Bank to the Borrowers pursuant to the Credit Agreement;
(b) to pay interest, as herein and therein provided, on the
principal amount hereof remaining unpaid from time to time; and (c)
to pay other amounts which may become due and payable hereunder as
herein provided. Reference is hereby made to the Credit
Agreement (including the Exhibits annexed thereto) for a
complete statement of the terms thereof.
No reference herein to the Credit
Agreement or to any provisions thereof shall impair the obligations
of the Borrowers, which are absolute, unconditional and
irrevocable, to pay the principal of and the interest on this Note
and to pay all (if any) other amounts which may become due and
payable on or in respect of this Note or the indebtedness evidenced
hereby, strictly in accordance with the terms and the tenor of this
Note.
For all purposes of this Note, the
following terms shall have the respective meanings set forth
below:
(a)
“Agent” means Citizens Bank of Massachusetts (successor
to State Street Bank and Trust Company), acting in its capacity as
Agent for the Banks under the Credit Agreement.
(b)
“Agent’s Head Office” means the head office of
Citizens Bank of Massachusetts located at 28 State Street, Boston,
Massachusetts 02109.
(c)
“Banks” shall have the meaning ascribed to such term in
the Credit Agreement.
(d)
“holder” means the Bank in possession of this Note or
any other Person who is at the time the lawful holder in possession
of this Note.
The Borrowers will have the right to
prepay the unpaid principal of this Note in full or in part upon
the terms contained in the Credit Agreement. The Borrowers
will
2-2
have an obligation to prepay
principal of this Note upon the terms contained in the Credit
Agreement. Any partial payment of the indebtedness evidenced
by this Note shall be applied in accordance with the terms of the
Credit Agreement.
Pursuant to, and upon the terms
contained in, Section 6 of the Credit Agreement, the entire unpaid
principal of this Note, all of the interest accrued on the unpaid
principal of this Note and all (if any) other amounts payable on or
in respect of this Note or the indebtedness evidenced hereby may be
declared to be immediately due and payable, whereupon the entire
unpaid principal of this Note, all of the interest accrued on the
unpaid principal of this Note and all (if any) other amounts
payable on or in respect of this Note or the indebtedness evidenced
hereby shall (if not already due and payable) forthwith become and
be due and payable to the holder of this Note without presentment,
demand, protest or any other formalities of any kind, all of which
are hereby expressly and irrevocably waived by the
Borrowers.
All computations of interest payable
as provided in this Note shall be made by the Agent on the basis of
the actual number of days elapsed divided by 360. The Prime
Rate (as defined in the Credit Agreement) in effect from time to
time shall be determined in accordance with the terms of the Credit
Agreement.
Should all or any part of the
indebtedness represented by this Note be collected by action at
law, or in bankruptcy, insolvency, receivership or other court
proceedings, or should this Note be placed in the hands of
attorneys for collection after default, the Borrowers hereby
jointly and severally promise to pay to the holder of this Note,
upon demand by the holder hereof at any time, in addition to
principal, interest and all (if any) other amounts payable on or in
respect of this Note or the indebtedness evidenced hereby, all
court costs and attorneys’ fees and all other collection
charges and expenses reasonably incurred or sustained by the holder
of this Note.
The Borrowers hereby irrevocably
waive notice of acceptance, presentment, notice of nonpayment,
protest, notice of protest, suit and all other conditions precedent
in connection with the delivery, acceptance, collection and/or
enforcement of this Note. The Borrowers hereby absolutely and
irrevocably consent and submit to the jurisdiction of the Courts of
the Commonwealth of Massachusetts and of any Federal Court located
in the said Commonwealth in connection with any actions or
proceedings brought against the Borrowers by the holder hereof
arising out of or relating to this Note.
This Note is intended to take effect
as a sealed instrument. This Note and the obligations of the
Borrowers hereunder shall be governed by and interpreted and
determined in accordance with the laws of the Commonwealth of
Massachusetts.
Each of the Borrowers shall be
jointly and severally liable for the full amount owing under this
Note.
2-3
IN WITNESS WHEREOF, this AMENDED AND
RESTATED SWING LINE NOTE has been duly executed by the undersigned
on the day and in the year first above written in Boston,
Massachusetts.
The Borrowers :
COURIER CORPORATION
COURIER COMPANIES, INC.
COURIER FOREIGN SALES
CORPORATION
LIMITED
COURIER KENDALLVILLE,
INC.
COURIER PROPERTIES, INC.
NATIONAL PUBLISHING
COMPANY
COURIER NEW MEDIA, INC.
BOOK-MART PRESS, INC.
DOVER PUBLICATIONS, INC.
RESEARCH & EDUCATION
ASSOCIATION, INC.
MOORE-LANGEN PRINTING
COMPANY, INC.
FEDERAL MARKETING CORP.
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By:
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Name: Lee Cochrane
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Title: Vice President and
Treasurer
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2-4
Annex 3
REVOLVING CREDIT
NOTE
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$20,000,000
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Boston, Massachusetts
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November 9, 2006
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FOR VALUE RECEIVED, the undersigned
(hereinafter, together with their respective successors in title
and assigns, collectively called the “Borrowers”), by
this promissory note (hereinafter, called “this Note”),
absolutely and unconditionally promise to pay to the order of
(hereinafter, together with its successors in title and assigns,
called the “Bank”), the principal sum of TWENTY MILLION
DOLLARS ($20,000,000), or so much thereof as shall have been
advanced by the Bank to the Borrowers by way of revolving loans
under the Credit Agreement (as hereinafter defined) and shall
remain outstanding, such payment to be made as hereinafter
provided, and to pay interest on the principal sum outstanding
hereunder from time to time from the date hereof until the said
principal sum or the unpaid portion thereof shall have become due
and payable as hereinafter provided.
The entire unpaid principal (not at
the time overdue) of this Note shall bear interest at the rate or
rates from time to time in effect under the Credit Agreement.
Accrued interest on the unpaid principal under this Note shall be
payable on the dates specified in the Credit Agreement.
On March 31, 2011, the date of the
final maturity of this Note, there shall become absolutely due and
payable by the Borrowers hereunder, and the Borrowers hereby
jointly and severally promise to pay to the holder hereof, the
balance (if any) of the principal hereof then remaining unpaid, all
of the unpaid interest accrued hereon and all (if any) other
amounts payable on or in respect of this Note or the indebtedness
evidenced hereby.
Each overdue amount (whether of
principal, interest or otherwise) payable on or in respect of this
Note or the indebtedness evidenced hereby shall (to the extent
permitted by applicable law) bear interest at the rates and on the
terms provided by the Credit Agreement. The unpaid interest
accrued on each overdue amount in accordance with the foregoing
terms of this paragraph shall become and be absolutely due and
payable by the Borrowers to the holder hereof on demand by the
holder of this Note. Interest on each overdue amount will
continue to accrue as provided by the foregoing terms of this
paragraph, and will (to the extent permitted by applicable law) be
compounded monthly until the obligations of the Borrowers in
respect of the payment of such overdue amount shall be discharged
(whether before or after judgment).
Each payment of principal, interest
or other sum payable on or in respect of this Note or the
indebtedness evidenced hereby shall be made by the Borrowers
directly to the
3-1
Agent in U.S. Dollars, at the
Agent’s Head Office (as hereinafter defined), on the due date
of such payment, and in immediately available and freely
transferable funds. All payments on or in respect of this
Note or the indebtedness evidenced hereby shall be made without
set-off or counterclaim and free and clear of and without any
deductions, withholdings, restrictions or conditions of any
nature.
This Note is made and delivered by
the Borrowers to the Bank pursuant to an Amended and Restated
Revolving Credit Agreement, dated as of March 31, 2003, among the
Borrowers, the Banks and the Agent (hereinafter, as varied or
supplemented or amended and restated, called the “Credit
Agreement”). This Note evidences the joint and several
obligations of the Borrowers (a) to repay the principal amount
of each Revolving Loan (as defined in the Credit Agreement) made by
the Bank to the Borrowers pursuant to the Credit Agreement;
(b) to pay interest, as herein and therein provided, on the
principal amount hereof remaining unpaid from time to time; and (c)
to pay other amounts which may become due and payable hereunder as
herein provided. Reference is hereby made to the Credit
Agreement (including the Exhibits annexed thereto) for a
complete statement of the terms thereof.
No reference herein to the Credit
Agreement or to any provisions thereof shall impair the obligations
of the Borrowers, which are absolute, unconditional and
irrevocable, to pay the principal of and the interest on this Note
and to pay all (if any) other amounts which may become due and
payable on or in respect of this Note or the indebtedness evidenced
hereby, strictly in accordance with the terms and the tenor of this
Note.
For all purposes of this Note, the
following terms shall have the respective meanings set forth
below:
(a)
“Agent” means Citizens Bank of Massachusetts (successor
to State Street Bank and Trust Company), acting in its capacity as
Agent for the Banks under the Credit Agreement.
(b)
“Agent’s Head Office” means the head office of
Agent located at 28 State Street, Boston, Massachusetts
02109.
(c)
“Banks” shall have the meaning ascribed to such term in
the Credit Agreement.
(d)
“holder” means the Bank in possession of this Note or
any other Person who is at the time the lawful holder in possession
of this Note.
The Borrowers will have the right to
prepay the unpaid principal of this Note in full or in part upon
the terms contained in the Credit Agreement. The Borrowers
will hav
