**Exhibit10.1**

 

COURIERCORPORATION

COURIER COMPANIES,INC.

COURIER FOREIGNSALES CORPORATION LIMITED

COURIERKENDALLVILLE, INC.

COURIERPROPERTIES, INC.

NATIONALPUBLISHING COMPANY

COURIER NEW MEDIA,INC.

BOOK-MART PRESS,INC.

DOVERPUBLICATIONS, INC.

RESEARCH &EDUCATION ASSOCIATION, INC.

 

 
|   | Dated  as of: April 29, 2005     |
|--------|----------------------------------|
|   | Effective  as of: March 31, 2005 |

 

 

Citizens Bank ofMassachusetts (successor

to State Street Bank andTrust Company),

  Individually and as Agent

28 State Street

Boston, Massachusetts02109

 

KeyBank NationalAssociation

286 Water Street

Augusta, Maine 04332

 

Sovereign Bank (a federalsavings bank)

75 State Street

Boston, Massachusetts02109

 

Re:          AmendmentNo. 2 to Amended and Restated Revolving Credit Agreement

 

Ladies and Gentlemen:

 

We refer to the Amendedand Restated Revolving Credit Agreement, dated as of March 31, 2003 (asamended, the “Agreement”), among COURIER CORPORATION, COURIER COMPANIES, INC.,COURIER FOREIGN SALES CORPORATION LIMITED, COURIER KENDALLVILLE, INC., COURIERPROPERTIES, INC., NATIONAL PUBLISHING COMPANY, COURIER NEW MEDIA, INC.,BOOK-MART PRESS, INC., DOVER PUBLICATIONS, INC., and RESEARCH &

 

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EDUCATION ASSOCIATION,INC. (each a “Borrower” and collectively the “Borrowers”), CITIZENS BANK OFMASSACHUSETTS, in its capacity as a Bank (“Citizens”), SOVEREIGN BANK, in itscapacity as a Bank (“Sovereign”), KEYBANK NATIONAL ASSOCIATION, in its capacityas a Bank (“Key”; and together with Citizens and Sovereign, the “Banks”), FLEETNATIONAL BANK, in its capacity as a Bank (“Fleet”) and CITIZENS BANK OFMASSACHUSETTS, in its capacity as agent for the Banks and Fleet (the “Agent”).

 

Terms used in this letterof agreement (this “Amendment”) which are not defined herein, but which aredefined in the Agreement, shall have the same respective meanings herein astherein.

 

We have requested you tomake certain amendments to the Agreement. You have advised us that you are prepared and would be pleased to makethe amendments so requested by us on the condition that we join with you in thisAmendment.

 

Accordingly, inconsideration of these premises, the promises, mutual covenants and agreementscontained in this Amendment, and fully intending to be legally bound by thisAmendment, we hereby agree with you as follows:

 

 

ARTICLE I

 

AMENDMENTS TOAGREEMENT

 

Effective as of March 31,2005, 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. 2 to Amended andRestated Revolving Credit Agreement.

 

(b)           Section1.1.12 of the Agreement is amended to read in its entirety as follows:

 

“1.1.12 “Banks” means,collectively, (i) Citizens, (ii) Key, (iii) Sovereign, and (iv) each of theother financial institutions which may after the date hereof become a party tothis Agreement as a Bank hereunder.

 

It is acknowledged andagreed that, effective as of March 31, 2005, Fleet shall no longer be a Bank,or have any rights or obligations, hereunder.”

 

(c)           Section1.1.18 of the Agreement is amended to read in its entirety as follows:

 

“1.1.18 “CommitmentPercentage” means, with respect to the Revolving Credit Commitment and theSwing Line Commitment, (i) in relation to Citizens,

 

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33.334%, (ii) in relationto Key, 33.333%, and (iii) in relation to Sovereign, 33.333%.”

 

(d)           Section1.1.63 of the Agreement is amended to read in its entirety as follows:

 

“1.1.63  “Revolving Loan Maturity Date” means March31, 2008.”

 

(e)           Section1.1.64 of the Agreement is amended to read in its entirety as follows:

 

                “1.1.64 “Revolving Loan Maximum Amount”means $45,000,000.”

 

(f)            Section5.29 of the Agreement is amended to read in its entirety as follows:

 

“5.29      Capital Expenditures.  The Borrower shall not make any CapitalExpenditures in excess of $25,000,000.00 in the aggregate during any fiscalyear (commencing with the fiscal year ending September 30, 2005).  Notwithstanding the foregoing provision ofthis Section 5.29, any unexpended portion of the amount permitted for CapitalExpenditures in any fiscal year may be carried forward and included in theaggregate amount permitted for Capital Expenditures in the following fiscalyear only.”

 

 

ARTICLE II

 

AMENDMENT TOREVOLVING CREDIT NOTES

 

Effective as of March 31,2005, the Revolving Credit Notes to Citizens, Key and Sovereign are eachamended as follows:  (i) by deleting,from the third paragraph thereof, the reference to the date “March 31, 2007”;and (ii) by inserting in its place the following:  “March 31, 2008.”

 

 

ARTICLE III

 

CONDITIONSPRECEDENT TO AMENDMENT NO. 2

 

This Amendment shallbecome and be effective as of the date hereof, but only if it shall have beensigned by the Borrowers, the Agent and the Banks, and acknowledged by Fleet.

 

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ARTICLE IV

 

REPRESENTATIONSAND WARRANTIES

 

The Borrowers jointly and severally represent andwarrant to you as follows:

 

(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)           Nodefaults or Events of Default.  NoEvent of Default, or any event which, with the giving of notice or the passageof time, or both, would constitute an Event of Default, exists on the date ofthis Amendment (after giving effect to all of the arrangements and transactionscontemplated by this Amendment).

 

(c)           BindingEffect of Documents.  This Amendmenthas been duly authorized, executed and delivered to you by the Borrowers and isin full force and effect as of the date hereof, and the agreements andobligations of the Borrowers contained herein constitute the joint and several,and legal, valid and binding obligations of the Borrowers enforceable againstthe Borrowers in accordance with their respective terms.

 

 

ARTICLE V

 

MISCELLANEOUS

 

This Amendment may be executed in any number ofcounterparts, each of which when executed and delivered shall be deemed anoriginal, but all of which together shall constitute one instrument.  In making proof of this Amendment, it shallnot be necessary to produce or account for more than one counterpart thereofsigned by each of the parties hereto. Except to the extent specifically amended and supplemented hereby, allof the terms, conditions and the provisions of the Agreement and each of theLoan Documents shall remain unmodified, and the Agreement and each of the LoanDocuments, as amended and supplemented by this Amendment, are confirmed asbeing in full force and effect.

 

If you are in agreement with the foregoing, pleasesign the form of acceptance on the enclosed counterpart of this Amendment,whereupon this Amendment, as so accepted

 

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by you, shall become abinding 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. |
|                                           |   |                                        |
|                                           |   |                                        |
|                                           |   | By:                                         | /s/ Lee  Cochrane |   |
|                                           |   |                                        | Name: | Lee Cochrane |
|                                           |   |                                        | Title: | Vice President and  Treasurer |
|                                           |   |                                        |
| [Bank and Agent  signatures on following page] |
|                                                |        |                                             |  |  |  |

 

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The foregoingAmendment is hereby accepted by the undersigned as of March 31, 2005.

 
|   | The Banks:                               |
|--------|------------------------------------------|
|   |                                     |   |
|   | CITIZENS BANK OF MASSACHUSETTS           |
|   |                                     |   |
|   |                                     |   |
|   | By:                                      | /s/  Mark Young |   |
|   |                                     | Name: Mark A.Young |
|   |                                     | Title: Senior Vice  President |
|   |                                     |   |
|   |                                     |   |
|   | KEYBANK NATIONAL  ASSOCIATION            |
|   |                                     |   |
|   |                                     |   |
|   | By:                                      | /s/  Mitchell B. Feldman |   |
|   |                                     | Name: Mitchell B.  Feldman |
|   |                                     | Title: S.V.P |
|   |                                     |   |
|   |                                     |   |
|   | SOVEREIGN BANK (a  federal savings bank) |
|   |                                     |   |
|   |                                     |   |
|   | By:                                      | /s/  Michael S. Tager  SVP |   |
|   |                                     | Name: Michael S. Tager |
|   |                                     | Title: Sr. Vice  President |
|   |                                     |   |
|   |                                     |   |
|   | The Agent:                               |
|   |                                     |   |
|   |                                     |   |
|   | CITIZENS BANK OF  MASSACHUSETTS          |
|   |                                     |   |
|   | By:                                      | /s/  Mark Young |   |
|   |                                     | Name: Mark A. Young |
|   |                                     | Title: Senior Vice  President |

 

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The foregoingAmendment is hereby acknowledged by Fleet as of March 31, 2005 to signifythat:  (i) it no longer is a Bank, and nolonger has rights or obligations, under the Agreement, (ii) its Revolving CreditCommitment has been reduced to zero ($0), (iii) it is owed no amounts under orin respect of the Agreement, and (iv) it will promptly return to the Agent allpromissory notes issued to it by the Borrowers, in each case marked “Cancelled”.

 

 
|   |   | FLEET NATIONAL BANK |
|--------|--------|---------------------|
|   |   |                |   |   |
|   |   |                |   |   |
|   |   | By:                 | /s/  Elise M. Russo |   |
|   |   |                | Name: |   |
|   |   |                | Title: |   |

 

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