Amendment No. 7 to Revolving Credit Agreement among Courier Corporation and Lender Banks

Summary

This amendment, effective March 31, 2001, updates the Revolving Credit Agreement originally dated March 18, 1997, between Courier Corporation and its affiliates (the Borrowers) and Citizens Bank of Massachusetts, Fleet National Bank, and KeyBank National Association (the Banks), with Citizens Bank acting as Agent. The amendment extends the loan maturity date to March 31, 2004, adjusts capital expenditure limits, and requires the Borrowers to execute related documents. The Borrowers confirm their continued solvency and that no default exists. The amendment is binding once all parties have signed and required documents are delivered.

EX-10.J-8 4 a2065684zex-10_j8.txt EXHIBIT 10J-8 Exhibit 10J-8 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. NATIONAL PUBLISHING BUSINESS TRUST DOVER PUBLICATIONS, INC. TRANSFOLIO EXPRESS, INC. DOVER BOOK STORE, INC. Dated as of: March 31, 2001 Citizens Bank of Massachusetts (successor to State Street Bank and Trust Company), Individually and as Agent 28 State Street Boston, Massachusetts 02109 Fleet National Bank (f/k/a BankBoston, N.A.) 100 Federal Street Boston, Massachusetts 02110 KeyBank National Association 286 Water Street Augusta, Maine 04332 Re: AMENDMENT NO. 7 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., THE HOME SCHOOL, INC., NATIONAL PUBLISHING BUSINESS TRUST, DOVER PUBLICATIONS, INC., TRANSFOLIO EXPRESS, INC. and DOVER BOOK STORE, INC. (each a "Borrower" and collectively the "Borrowers"), CITIZENS BANK OF MASSACHUSETTS (successor to State Street Bank and Trust Company), in its capacity as a Bank ("Citizens"), FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), in its capacity as a Bank ("Fleet"), KEYBANK NATIONAL ASSOCIATION, in its capacity as a Bank ("Key"; and together with Citizens and Fleet, the "Banks"), and 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 March 31, 2001, 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. 7 to Revolving Credit Agreement, the Fleet Allonge, the Citizens Allonge and the Key Allonge. (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 March 31, 2004." -2- (c) Section 5.29 of the Agreement is amended to read in its entirety as follows: "5.29 CAPITAL EXPENDITURES. The Borrowers shall not make any Capital Expenditures in excess of $16,000,000 in the aggregate during any fiscal year (commencing with the fiscal year ending September 30, 2001). Notwithstanding the foregoing provisions of this Section 5.29, any unexpended portion of the amount permitted for Capital Expenditures in any fiscal year may be carried forward and included in the aggregate amount permitted for Capital Expenditures in the following fiscal year only." ARTICLE II AMENDMENT TO REVOLVING CREDIT NOTES Effective on March 31, 2001, the Revolving Credit Notes to Citizens, Fleet and Key are amended as set forth in the Allonges respectively attached hereto as ANNEX 1, ANNEX 2 and ANNEX 3. ARTICLE III CONDITIONS PRECEDENT TO AMENDMENT NO. 7 This Amendment shall become and be effective as of the date hereof, but only if: (a) The Borrowers shall have executed and delivered to Fleet an Allonge to the Revolving Credit Note issued in favor of Fleet in the form of ANNEX 1 (the "Fleet Allonge"); (b) The Borrowers shall have executed and delivered to Citizens an Allonge to the Revolving Credit Note issued in favor of Citizens in the form of ANNEX 2 (the "Citizens Allonge"); (c) The Borrowers shall have executed and delivered to Key an Allonge to the Revolving Credit Note issued in favor of Key in the form of ANNEX 3 (the "Key Allonge"); and (d) This Amendment shall have been signed by the Borrowers, the Agent and the Banks. -3- 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 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. (d) SOLVENCY. Both before and after giving effect to all indebtedness incurred by the Borrowers on the date of this Amendment, the Borrowers taken as a whole (i) are not Insolvent (as hereinafter defined), and will not be rendered Insolvent by the indebtedness incurred in connection therewith, (ii) will not be left with unreasonably small capital with which to engage in their businesses, even allowing for a reasonable margin of error in the projections of the future performance of the Borrowers, (iii) will not have incurred indebtedness beyond their ability to pay such indebtedness as it matures, and (iv) will not fail to have assets (both tangible and intangible) having a present fair salable value in excess of the amount required to pay the probable liability on their then existing debts (whether matured or unmatured, liquidated or unliquidated, absolute fixed or contingent). As used herein, the term "Insolvent" means the occurrence of one or more of the following events with respect to a Borrower: dissolution; termination of existence; insolvency within the meaning of the United States Bankruptcy Code or other applicable statutes; such Borrower's inability to pay its debts as they come due; appointment of a receiver of any part of the property of, execution of a trust mortgage or an assignment for the benefit of creditors by, or the entry of an order for relief or the filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness or reorganization of debtors, or the offering of a plan to creditors for composition or extension, except for an involuntary proceeding commenced against such Borrower which is dismissed -4- within 60 days after the commencement thereof without the entry or an order for relief or the appointment of a trustee. 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 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. 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 documents referred to in Article III, 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/ LEE COCHRANE ----------------- Title: V. P. & Treasurer COURIER CITIZEN COMPANY By:/S/ LEE COCHRANE ----------------- Title: V. P. & Treasurer COURIER COMPANIES, INC. By:/S/ LEE COCHRANE ----------------- Title: Asst. Treasurer -5- COURIER DELAWARE HOLDING CORPORATION By:/S/ WILLIAM L. LAMPE, JR. ------------------------- Title: Vice President, Asst. Treasurer COURIER FOREIGN SALES CORPORATION LIMITED By:/S/ LEE COCHRANE ---------------- Title: Treasurer COURIER INVESTMENT CORPORATION By:/S/ LEE COCHRANE ---------------- Title: Asst. Treasurer COURIER KENDALLVILLE, INC. By:/S/ LEE COCHRANE ---------------- Title: Asst. Treasurer COURIER PROPERTIES, INC. By:/S/ LEE COCHRANE ---------------- Title: Asst. Treasurer COURIER STOUGHTON, INC. By:/S/ LEE COCHRANE ---------------- Title: Asst. Treasurer COURIER WESTFORD, INC. By:/S/ LEE COCHRANE ---------------- Title: Asst. Treasurer -6- NATIONAL PUBLISHING COMPANY By:/S/ LEE COCHRANE ---------------- Title: Asst. Treasurer COURIER NEW MEDIA, INC. By:/S/ LEE COCHRANE ---------------- Title: Asst. Treasurer BOOK-MART PRESS, INC. By:/S/ LEE COCHRANE ---------------- Title: Asst. Treasurer THE HOME SCHOOL, INC. By:/S/ LEE COCHRANE ---------------- Title: Asst. Treasurer NATIONAL PUBLISHING BUSINESS TRUST By:/S/ LEE COCHRANE ---------------- Title: Asst. Treasurer DOVER PUBLICATIONS, INC. By:/S/ LEE COCHRANE ---------------- Title: Asst. Treasurer TRANSFOLIO EXPRESS, INC. By:/S/ LEE COCHRANE ---------------- Title: Asst. Treasurer -7- DOVER BOOK STORE, INC. By:/S/ LEE COCHRANE ---------------- Title: Asst. Treasurer The foregoing Amendment is hereby accepted by the undersigned as of March 31, 2001. THE BANKS: ---------- CITIZENS BANK OF MASSACHUSETTS (successor to State Street Bank and Trust Company) By:/S/ C. ANDREW PICULELL ---------------------- Title: Vice President FLEET NATIONAL BANK (f/k/a BankBoston, N.A.) By:/S/ ELISE M. RUSSO ------------------ Title: SVP KEYBANK NATIONAL ASSOCIATION By:/S/ MITCHELL B. FELDMAN ----------------------- Title: SVP THE AGENT: ---------- CITIZENS BANK OF MASSACHUSETTS (successor to State Street Bank and Trust Company) By:/S/ C. ANDREW PICULELL ---------------------- Title: Vice President -8-