**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.

MASSACHUSETTS NATIONAL PUBLISHING BUSINESS TRUST

DOVER PUBLICATIONS, INC.

RESEARCH & EDUCATION ASSOCIATION

 

 

Dated as of:March 31, 2004

 
| 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                         |
|                                          |
| Sovereign  Bank (a federal savings bank)      |
| 75 State  Street                              |
| Boston,  Massachusetts  02109            |

 

Re:          AmendmentNo. 1 to Amended and Restated Revolving Credit Agreement

 

Ladies and Gentlemen:

 

We refer to the Amended and Restated Revolving Credit Agreement, datedas of March 31, 2003 (as amended, the “Agreement”), among COURIERCORPORATION, COURIER COMPANIES, INC., COURIER FOREIGN SALES CORPORATIONLIMITED, COURIER KENDALLVILLE, INC., COURIER PROPERTIES, INC., NATIONALPUBLISHING COMPANY, COURIER NEW MEDIA, INC., BOOK-MART PRESS, INC.,MASSACHUSETTS NATIONAL PUBLISHING BUSINESS

 

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TRUST and DOVER PUBLICATIONS, INC. (each a “Borrower” and collectivelythe “Borrowers”), CITIZENS BANK OF MASSACHUSETTS (successor to State StreetBank and Trust Company), in its capacity as a Bank (“Citizens”), FLEET NATIONALBANK (f/k/a BankBoston, N.A.), in its capacity as a Bank (“Fleet”), SOVEREIGNBANK, in its capacity as a Bank (“Sovereign”), KEYBANK NATIONAL ASSOCIATION, inits capacity as a Bank (“Key”; and together with Citizens, Fleet and Sovereign,the “Banks”), and CITIZENS BANK OF MASSACHUSETTS, in its capacity as agent forthe Banks (the “Agent”).

 

Terms used in this letter of agreement (this “Amendment”) which are notdefined herein, but which are defined in the Agreement, shall have the samerespective meanings herein as therein.

 

We have requested you to make certain amendments to the Agreement.  You have advised us that you are preparedand would be pleased to make the amendments so requested by us on the conditionthat we join with you in this Amendment.

 

Accordingly, in consideration of these premises, the promises, mutualcovenants and agreements contained in this Amendment, and fully intending to belegally bound by this Amendment, we hereby agree with you as follows:

 

ARTICLE I

 

AMENDMENTS TO AGREEMENT

 

Effective as of March 31, 2004, the Agreement is amended as follows:

 

(a)           The term “LoanDocuments” shall, wherever used in the Agreement or any of the other LoanDocuments, be deemed to also mean and include Amendment No. 1 to Amended andRestated Revolving Credit Agreement, the Fleet Allonge, the Citizens Allonge,the Key Allonge, the Sovereign Allonge and the Citizens SL Allonge.

 

(b)           The Borrowers havinginformed the Agent and the Banks that Research & Education Association,Inc., a Delaware corporation, (“REA”) is a Subsidiary, the term “Borrower” or“Borrowers” shall, wherever used in any of the Loan Documents, be deemed toalso mean and include REA.  It is theexpress understanding and intention of the parties hereto that REA shallhereafter be entitled to make borrowings in accordance with the terms andconditions of the Agreement, and shall hereafter be bound, on a joint andseveral basis, by all of the terms and conditions of the Agreement, and all ofthe Obligations of the Borrowers under (and as defined in) the Agreement, as ifit was an original signatory thereto, including, without limitation, therepresentations, warranties and covenants contained therein and the obligationto repay all amounts owing under the Agreement and the Notes in accordance withthe respective terms thereof.

 

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(c)           Section 1.1.63 ofthe Agreement is amended to read in its entirety as follows:

 

“1.1.63     “Revolving LoanMaturity Date” means March 31, 2007.”

 

(d)           Exhibits A-1 andA-2 to the Agreement are each amended: (i) by adding REA as a newsignatory and Borrower thereunder for all purposes thereof, and (ii) bydeleting the reference to “March 31, 2006” and inserting in place thereof thefollowing:  “March 31, 2007.”

 

(e)           Exhibit F tothe Agreement is amended by inserting the following with respect to REA:

 
| **“Name**                              |   | **Place of  Incorporation** |   | **Address**                                |   | **Jurisdictions** |
|---------------------------------------------|--------|-----------------------------|--------|--------------------------------------------|--------|-------------------|
|                                        |   |                        |   |                                       |   |              |
| Research & Education  Association, Inc. |   | Delaware                    |   | 61 Ethel Road West,  Piscataway, NJ  08854 |   | DEL.; NJ          |

 

ARTICLE II

 

AMENDMENT TO AMENDED AND RESTATED REVOLVINGCREDIT NOTES

 

Effective as of March 31, 2004, the Revolving Credit Notes to Fleet,Citizens, Key and Sovereign are each amended as set forth in the Allongesrespectively attached hereto as Annex 1, Annex 2,Annex 3and Annex 4.  In addition, theSwing Line Note to Citizens is amended as set forth in the Allonge attachedhereto as Annex 5.

 

ARTICLE III

 

CONDITIONS PRECEDENT TO AMENDMENT NO. 1

 

This Amendment shall become and be effective as of the date hereof, butonly if:

 

(a)           The Borrowers shallhave executed and delivered to Fleet an Allonge to the Amended and RestatedRevolving Credit Note issued in favor of Fleet in the form of Annex 1(the “Fleet Allonge”);

 

(b)           The Borrowers shallhave executed and delivered to Citizens an Allonge to the Amended and RestatedRevolving Credit Note issued in favor of Citizens in the form of Annex 2(the “Citizens Allonge”);

 

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(c)           The Borrowers shallhave executed and delivered to Key an Allonge to the Amended and RestatedRevolving Credit Note issued in favor of Key in the form of Annex 3 (the“Key Allonge”);

 

(d)           The Borrowers shallhave executed and delivered to Sovereign an Allonge to the Amended and RestatedRevolving Credit Note issued in favor of Sovereign in the form of Annex 4(the “Sovereign Allonge”);

 

(e)           The Borrowers shallhave executed and delivered to Citizens an Allonge to the Swing Line Noteissued in favor of Citizens in the form of Annex 5 (the “Citizens SLAllonge”); and

 

(f)            This Amendmentshall have been signed by the Borrowers, the Agent and the Banks.

 

ARTICLE IV

 

REPRESENTATIONS AND WARRANTIES

 

The Borrowers jointly and severally represent and warrant to you asfollows:

 

(a)           Representationsin Agreement.  Each of therepresentations 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 ofthe date hereof with the same full force and effect as if each of suchrepresentations and warranties had been made by the Borrowers on the datehereof and in this Amendment (except to the extent that such representationsand warranties relate expressly to an earlier date).

 

(b)           No defaults orEvents of Default.  No Event ofDefault, 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 thisAmendment (after giving effect to all of the arrangements and transactionscontemplated by this Amendment).

 

(c)           Binding Effect ofDocuments.  This Amendment has beenduly authorized, executed and delivered to you by the Borrowers and is in fullforce and effect as of the date hereof, and the agreements and obligations ofthe Borrowers contained herein constitute the joint and several, and legal,valid and binding obligations of the Borrowers enforceable against theBorrowers in accordance with their respective terms.

 

(d)           Solvency.  Both before and after giving effect to allindebtedness incurred by the Borrowers on the date of this Amendment, theBorrowers taken as a whole (i) are not Insolvent (as hereinafter defined), andwill not be rendered Insolvent by the indebtedness incurred in connectiontherewith, (ii) will not be left with unreasonably small capital with which toengage in their businesses, even allowing for a reasonable margin of error inthe projections of the future performance of the Borrowers, (iii) will not haveincurred

 

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indebtedness beyond their ability to pay such indebtedness as itmatures, 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 theprobable 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 ormore of the following events with respect to a Borrower:  dissolution; termination of existence;insolvency within the meaning of the United States Bankruptcy Code or otherapplicable statutes; such Borrower’s inability to pay its debts as they comedue; appointment of a receiver of any part of the property of, execution of atrust mortgage or an assignment for the benefit of creditors by, or the entryof an order for relief or the filing of a petition in bankruptcy or thecommencement of any proceedings under any bankruptcy or insolvency laws, or anylaws relating to the relief of debtors, readjustment of indebtedness orreorganization of debtors, or the offering of a plan to creditors forcomposition or extension, except for an involuntary proceeding commencedagainst such Borrower which is dismissed within 60 days after the commencementthereof without the entry or an order for relief or the appointment of atrustee.

 

ARTICLE V

 

MISCELLANEOUS

 

This Amendment may be executed in any number of counterparts, each ofwhich when executed and delivered shall be deemed an original, but all of whichtogether shall constitute one instrument. In making proof of this Amendment, it shall not be necessary to produceor account for more than one counterpart thereof signed by each of the partieshereto.  Except to the extentspecifically amended and supplemented hereby, all of the terms, conditions andthe provisions of the Agreement and each of the Loan Documents shall remainunmodified, and the Agreement and each of the Loan Documents, as amended and supplementedby this Amendment, are confirmed as being in full force and effect.

 

If you are in agreement with the foregoing, please sign the form ofacceptance on the enclosed counterpart of this Amendment and return suchcounterpart to the undersigned, together with the signed documents referred toin Article III, whereupon this Amendment, as so accepted by you, shall become abinding agreement among you and the undersigned.

 
|   | Very truly yours, |
|--------|-------------------|
|   |              |
|   | The Borrowers:    |   |

 

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|   | COURIER  CORPORATION                        |
|--------|---------------------------------------------|
|   |                                        |
|   |                                        |
|   | By:                                         |   s/  Lee Cochrane |   |
|   |                                        | Title:  V.P & Treasurer |
|   |                                        |   |
|   | COURIER  COMPANIES, INC.                    |
|   |                                        |   |
|   | By:                                         |   s/  Lee Cochrane |   |
|   |                                        | Title:  V.P & Treasurer |
|   |                                        |   |
|   | COURIER  FOREIGN SALES  CORPORATION LIMITED |
|   |                                        |   |
|   | By:                                         |   s/  Lee Cochrane |   |
|   |                                        | Title:  Treasurer |
|   |                                        |   |
|   | COURIER  KENDALLVILLE, INC.                 |
|   |                                        |   |
|   | By:                                         |   s/  Lee Cochrane |   |
|   |                                        | Title:  V.P & Treasurer |
|   |                                        |   |
|   |                                        |   |
|   | COURIER  PROPERTIES, INC.                   |
|   |                                        |   |
|   | By:                                         |   s/  Lee Cochrane |   |
|   |                                        | Title:  V.P & Treasurer |
|   |                                        |   |
|   |                                        |   |
|   | NATIONAL  PUBLISHING COMPANY                |
|   |                                        |   |
|   | By:                                         |   s/  Lee Cochrane |   |
|   |                                        | Title:  V.P & Treasurer |
|   |                                        |   |
|   | COURIER NEW  MEDIA, INC.                    |
|   |                                        |   |
|   | By:                                         |   s/  Lee Cochrane |   |
|   |                                        | Title:  V.P & Treasurer |
|   |                                        |   |
|   | BOOK-MART  PRESS, INC.                      |
|   |                                        |   |
|   | By:                                         |   s/  Lee Cochrane |   |
|   |                                        | Title:  V.P & Treasurer |
|        |                                             |  |  |  |  |  |

 

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|   | MASSACHUSETTS  NATIONAL  PUBLISHING BUSINESS TRUST |
|--------|----------------------------------------------------|
|   |                                               |   |
|   | By:                                                |   s/  Lee Cochrane |   |
|   |                                               | Title:  V.P & Treasurer |
|   |                                               |   |
|   | DOVER  PUBLICATIONS, INC.                          |
|   |                                               |   |
|   | By:                                                |   s/  Lee Cochrane |   |
|   |                                               | Title:  V.P & Treasurer |
|   |                                               |   |
|   |                                               |   |
|   | RESEARCH  & EDUCATION  ASSOCIATION, INC.       |
|   |                                               |   |
|   | By:                                                |   s/  Lee Cochrane |   |
|   |                                               | Title:  V.P & Treasurer |
|        |                                                    |  |  |  |  |

 

[Bank and Agent signatures on following page]

 

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The foregoing Amendment is hereby accepted bythe undersigned as of March 31, 2004.

 
|   | The Banks:                                                                           |
|--------|--------------------------------------------------------------------------------------|
|   |                                                                                 |   |
|   | CITIZENS  BANK OF MASSACHUSETTS  (successor to State Street Bank and Trust  Company) |
|   |                                                                                 |   |
|   |                                                                                 |   |
|   | By:                                                                                  |    s/  Joanne P. O’Keeffe |   |
|   |                                                                                 | Title: Vice  President |
|   |                                                                                 |   |
|   |                                                                                 |   |
|   | FLEET  NATIONAL BANK (f/k/a  BankBoston, N.A.)                                       |
|   |                                                                                 |   |
|   |                                                                                 |   |
|   | By:                                                                                  |    s/  Elise M. Russo |   |
|   |                                                                                 | Title:  Sr. Vice President |
|   |                                                                                 |   |
|   |                                                                                 |   |
|   | KEYBANK  NATIONAL ASSOCIATION                                                        |
|   |                                                                                 |   |
|   |                                                                                 |   |
|   | By:                                                                                  |    s/  Paul G. Black, Jr. |   |
|   |                                                                                 | Title:  SVP |
|   |                                                                                 |   |
|   |                                                                                 |   |
|   | SOVEREIGN  BANK (a federal savings  bank)                                            |
|   |                                                                                 |   |
|   |                                                                                 |   |
|   | By:                                                                                  |    s/  Michael S. Tager  SVP |   |
|   |                                                                                 | Title:  Sr. Vice President |
|   |                                                                                 |   |
|   |                                                                                 |   |
|   | The Agent:                                                                           |
|   |                                                                                 |   |
|   | CITIZENS  BANK OF MASSACHUSETTS  (successor to State Street Bank and Trust  Company) |
|   |                                                                                 |   |
|   |                                                                                 |   |
|   | By:                                                                                  |    s/  Joanne P. O’Keeffe |   |
|   |                                                                                 | Title:  Vice President |
|        |                                                                                      |  |  |  |  |  |  |

 

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