**Exhibit 10.2**

 

COURIER CORPORATION

COURIER COMPANIES, INC.

COURIER PUBLISHING, INC.

COURIER KENDALLVILLE,INC.

COURIER PROPERTIES, INC.

NATIONAL PUBLISHINGCOMPANY

COURIER NEW MEDIA, INC.

BOOK-MART PRESS, INC.

DOVER PUBLICATIONS, INC.

RESEARCH & EDUCATIONASSOCIATION, INC.

MOORE-LANGEN PRINTINGCOMPANY, INC.

FEDERAL MARKETING CORP.

 

                                                Dated as of:  September 24, 2007

 

 

RBS Citizens, National Association (successor by merger

  to Citizens Bank ofMassachusetts),

  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, 7th Floor

Shelton, CT 06484

 

                Re:          Amendment No. 5 to Amended andRestated Revolving Credit Agreement

 

Ladies and Gentlemen:

 

                We refer to the Amended and Restated Revolving CreditAgreement, dated as of 

 

 

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March 31, 2003 (asamended, 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 aBank (“Citizens”), SOVEREIGN BANK, in its capacity as a Bank (“Sovereign”),KEYBANK NATIONAL ASSOCIATION, in its capacity as a Bank (“Key”), JPMORGAN CHASEBANK, N.A., in its capacity as a Bank (“JPM”) and WELLS FARGO BANK, N.A. in itscapacity as a Bank (“Wells Fargo”; and together with Citizens, Sovereign, Keyand JPM, the “Banks”), and RBS CITIZENS, NATIONAL ASSOCIATION (successor bymerger to CITIZENS BANK OF MASSACHUSETTS, in its capacity as agent for theBanks (the “Agent”).

 

                Terms used in this letter of agreement (this “Amendment”)which are not defined herein, but which are defined in the Agreement, shallhave the same respective meanings herein as therein.

 

                We have requested you to make certain amendments tothe Agreement.  You have advised us thatyou are prepared and would be pleased to make the amendments so requested by uson the condition that we join with you in this Amendment.

 

                Accordingly, in consideration of these premises, thepromises, mutual covenants and agreements contained in this Amendment, andfully intending to be legally bound by this Amendment, we hereby agree with youas follows:

 

ARTICLE I

 

AMENDMENTS TO AGREEMENT

 

Effective as of September 24, 2007, the Agreement is amended asfollows:

 

(a)                                  The term “Loan Documents” shall, whereverused in the Agreement or any of the other Loan Documents, be deemed to alsomean and include Amendment No. 5 to Amended and Restated Revolving CreditAgreement.

 

(b)                                 Section 5.29 of the Agreement is amendedto read in its entirety as follows:

 

                “[IntentionallyOmitted.]”

 

(c)                                  The Borrowers have informed the Agent andthe Banks that Courier Foreign Sales Corporation Limited (“CFSCL”) wasterminated on February 3, 2007. Accordingly, CFSCL is no longer a Subsidiary and the term “Borrower” or 

 

 

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“Borrowers” shall nolonger be deemed to also mean and include CFSCL.  Further, Exhibit F to the Agreement isamended by deleting therefrom all references to CFSCL.

 

(d)                                 The Borrowers having informed the Agentand the Banks that Courier Publishing, Inc., a Massachusetts corporation, (“CPI”)is a Subsidiary, the term “Borrower” or “Borrowers” shall, wherever used in anyof the Loan Documents, be deemed to also mean and include CPI.  It is the express understanding and intentionof the parties hereto that CPI shall hereafter be entitled to make borrowingsin accordance with the terms and conditions of the Agreement, and shallhereafter be bound, on a joint and several basis, by all of the terms andconditions of the Agreement, and all of the Obligations of the Borrowers under(and as defined in) the Agreement, as if it was an original signatory thereto,including, without limitation, the representations, warranties and covenantscontained therein and the obligation to repay all amounts owing under theAgreement and the Notes in accordance with the respective terms thereof.

 

(e)                                  Exhibits A-1 and A-2 to the Agreement areeach amended: (i) by adding CPI as a new signatory and Borrower thereunder forall purposes thereof, and (ii) by deleting CFSCL as a signatory and Borrowerthereunder for all purposes thereof.

 

(f)                                    Exhibit F to the Agreement is amended byinserting the following with respect to CPI:

 

 
| **Name**                 | ** ** | **Place of  Incorporation** | ** ** | **Address**                                  | ** ** | **Jurisdictions** |
|--------------------------|------------|-----------------------------|------------|----------------------------------------------|------------|-------------------|
|                     |       |                        |       |                                         |       |              |
| Courier Publishing, Inc. |       | MA                          |       | 15 Wellman Ave.  North Chelmsford, MA  01863 |       | MA                |

 

 

 

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ARTICLE II

 

AMENDMENT TO NOTES

 

Effective as of September 24, 2007, each of the Notes is amended byadding CPI as a Borrower and signatory to such Notes.  By its execution of this Amendment, CPIconfirms its agreement to be bound, on a joint and several basis, by all of theterms and conditions contained therein, and further confirms that it shall bedeemed to be a signatory to each of the Notes.

 

ARTICLE III

 

CONDITIONS PRECEDENT TOAMENDMENT NO. 5

 

This Amendment shall become and be effective as of the date hereof, butonly if it shall have been signed by the Borrowers, the Agent and the Banks.

 

ARTICLE IV

 

REPRESENTATIONS ANDWARRANTIES

 

                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 and therein constitute the jointand several, and legal, valid and binding obligations of the Borrowersenforceable against the Borrowers in accordance with their respective terms.

 

 

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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 by you, shall become a bindingagreement among you and the undersigned.

 

Very truly yours,

 

The Borrowers:

 

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.

 

 
| By:  | s/ Lee Cochrane |                         |   |
|-----------|---------------------------|------------------------------|--------|
|      | Name:                | Lee Cochrane                 |
|      | Title:               | Vice President and Treasurer |
|           |                           |                              |        |  |

 

 

The foregoing Amendmentis hereby accepted by the undersigned as of September 24, 2007.

 

 

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The Banks:

 

RBS CITIZENS, NATIONAL ASSOCIATION

(successor by merger to CITIZENS BANK OF

MASSACHUSETTS)

 

 
| By:  | s/ Frank J. Grueter |                  |   |
|-----------|------------------------------------|-----------------------|--------|
|      | Name:                         | Frank J. Grueter, III |
|      | Title:                        | Senior Vice President |
|           |                                    |                       |        |  |

 

 

KEYBANK NATIONAL ASSOCIATION

 

 
| By:  | s/ John T. Ravis |           |   |
|-----------|---------------------------------|----------------|--------|
|      | Name:                      | John T. Ravis  |
|      | Title:                     | Vice President |
|           |                                 |                |        |  |

 

 

SOVEREIGN BANK (a federal savings bank)

 

 
| By:  | s/ Penny Garver |                  |   |
|-----------|---------------------------|-----------------------|--------|
|      | Name:                | Penny Garver          |
|      | Title:               | Senior Vice President |
|           |                           |                       |        |  |

 

 

JPMORGAN CHASE BANK, N.A.

 

 
| By:  | s/ D. S. Farquhar |              |   |
|-----------|----------------------------------|-------------------|--------|
|      | Name:                       | D. Scott Farquhar |
|      | Title:                      | Vice President    |
|           |                                  |                   |        |  |

 

 

WELLS FARGO BANK, N.A.

 

 
| By:  | s/ David M. Crane |           |   |
|-----------|----------------------------------|----------------|--------|
|      | Name:                       | David M. Crane |
|      | Title:                      | Vice President |
|           |                                  |                |        |  |

 

 

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The Agent:

 

RBS CITIZENS, NATIONAL ASSOCIATION

(successor by merger to CITIZENS BANK OF

MASSACHUSETTS)

 
| By:  | s/ Frank J. Grueter |                  |   |
|-----------|------------------------------------|-----------------------|--------|
|      | Name:                         | Frank J. Grueter, III |
|      | Title:                        | Senior Vice President |
|           |                                    |                       |        |  |

 

 

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