Exhibit 10.2
COURIER
CORPORATION
COURIER COMPANIES,
INC.
COURIER PUBLISHING,
INC.
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: September 24, 2007
RBS Citizens, National
Association (successor by merger
to Citizens Bank
of Massachusetts),
Individually and
as Agent
28 State
Street
Boston,
Massachusetts 02109
KeyBank National
Association
286 Water
Street
Augusta, Maine
04332
Sovereign Bank (a
federal savings bank)
75 State
Street
Boston,
Massachusetts 02109
Wells Fargo Bank,
N.A.
One Boston
Place
Boston, Massachusetts
02108
JPMorgan Chase Bank,
N.A.
2 Corporate Drive,
7 th
Floor
Shelton, CT
06484
Re:
Amendment No. 5 to Amended and Restated Revolving Credit
Agreement
Ladies and
Gentlemen:
We refer to the Amended and Restated Revolving Credit Agreement,
dated as of
1
March 31, 2003 (as
amended, the “Agreement”), among COURIER CORPORATION,
COURIER COMPANIES, INC., COURIER PUBLISHING, INC., 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”), RBS CITIZENS, NATIONAL ASSOCIATION
(successor by merger to 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 RBS CITIZENS,
NATIONAL ASSOCIATION (successor by merger to CITIZENS BANK OF
MASSACHUSETTS, in its capacity as agent for the Banks (the
“Agent”).
Terms used in this letter of agreement (this
“Amendment”) which are not defined herein, but which
are defined in the Agreement, shall have the same respective
meanings herein as therein.
We have requested you to make certain amendments to the
Agreement. You have advised us that you are prepared and
would be pleased to make the amendments so requested by us on the
condition that we join with you in this Amendment.
Accordingly, in consideration of these premises, the promises,
mutual covenants and agreements contained in this Amendment, and
fully intending to be legally bound by this Amendment, we hereby
agree with you as follows:
ARTICLE
I
AMENDMENTS TO
AGREEMENT
Effective as of
September 24, 2007, the Agreement is amended as follows:
(a)
The term “Loan
Documents” shall, wherever used in the Agreement or any of
the other Loan Documents, be deemed to also mean and include
Amendment No. 5 to Amended and Restated Revolving Credit
Agreement.
(b)
Section 5.29 of the
Agreement is amended to read in its entirety as follows:
“[Intentionally Omitted.]”
(c)
The Borrowers have
informed the Agent and the Banks that Courier Foreign Sales
Corporation Limited (“CFSCL”) was terminated on
February 3, 2007. Accordingly, CFSCL is no longer a
Subsidiary and the term “Borrower” or
2
“Borrowers” shall no longer be
deemed to also mean and include CFSCL. Further, Exhibit
F to the Agreement is amended by deleting therefrom all
references to CFSCL.
(d)
The Borrowers having
informed the Agent and the Banks that Courier Publishing, Inc., a
Massachusetts corporation, (“CPI”) is a Subsidiary, the
term “Borrower” or “Borrowers” shall,
wherever used in any of the Loan Documents, be deemed to also mean
and include CPI. It is the express understanding and
intention of the parties hereto that CPI shall hereafter be
entitled to make borrowings in accordance with the terms and
conditions of the Agreement, and shall hereafter be bound, on a
joint and several basis, by all of the terms and conditions of the
Agreement, and all of t
