**Exhibit 10.1.6**

 

**FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED**

**REVOLVING CREDIT AGREEMENT and LIMITED CONSENT**

 

**NEW ENGLAND BUSINESS SERVICE, INC.**

 

**FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AND LIMITED CONSENT** dated as of July 21, 2003 (this “*Amendment*”), by and among **NEW ENGLAND BUSINESS SERVICE,INC**. (the “*Borrower*”), a Delaware corporation having its principal place of business at 500 Main Street, Groton, Massachusetts 01471, and the Subsidiaries of the Borrower listed on the signature pages hereto (the“*Guarantors*”), **FLEET NATIONAL BANK,**formerly known as BankBoston, N.A., a national banking association (“*Fleet*”), and the other lending institutions listed on *Schedule** 1* to the CreditAgreement referred to below (together with Fleet, the “*Banks*”), **FLEET NATIONAL BANK,** formerly known as BankBoston, N.A., as agent for itself and such other lending institutions (the “*Agent*”), and **CITIZENSBANK OF MASSACHUSETTS,**as syndication agent. 

 

**WHEREAS**, the Borrower, the Banks and the Agent are parties to a Second Amended and Restated Revolving Credit Agreement dated as of July 13, 2001 (as amended and in effect from time to time, the “*Credit**Agreement*,” capitalized terms defined therein having the same meanings herein as therein), pursuant to which the Banks have extended credit to the Borrower on the terms and subject to the conditions set forth therein; 

 

**WHEREAS**, the Borrower has requested that the Agent and the Banks amendthe Credit Agreement in certain respects and consent to the dissolution of Chiswick Trust and the transfer of its assets and liabilities to Chiswick; 

 

**WHEREAS**, subject to the terms and conditions set forth herein, the Borrower, the Banks, and the Agent have agreed to amend the Credit Agreement andconsent to the dissolution and transfer of assets and liabilities as set forth herein; 

 

**NOW, THEREFORE**, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend theCredit Agreement and consent to such transactions as follows: 

 

**1.***********    Amendment to Definitions***********.**    Section 1.1 of the Credit Agreement is hereby amended by: 

 

(a)    deleting the definition of“Restricted Payment” in its entirety and substituting in lieu thereof the following new definition: 

 

“*Restricted Payment*. In relation to the Borrower and its Subsidiaries, any (a) Distribution, (b) payment or prepayment by theBorrower or any of its Subsidiaries (i) to such Person’s shareholders (or other equity holders), in each case, other than to the Borrower, any Guarantor, or any other direct or indirect wholly-owned Subsidiary of the Borrower, or (ii) to anyother Affiliate of the Borrower or any Subsidiary or any Affiliate of such Person’s shareholders (or other equity holders), in each case, other than to the Borrower, any Guarantor, or any other direct or indirect wholly-owned Subsidiary of theBorrower, or (c) derivatives or other transactions with any financial institution, commodities or stock exchange or clearinghouse (a “*Derivatives Counterparty*”) obligating the Borrower or any Subsidiary to make payments to suchDerivatives Counterparty as a result of any change in market value of any capital stock of the Borrower or such Subsidiary.” 

 

**2.*****    Amendment of §7.4 of the Credit Agreement*****.**    Section 7.4 of the CreditAgreement is hereby amended by: 

 

(a)    inserting immediately following the text “**7.4.*****Restricted Payments.*** The Borrower will not” the text “, and will not permit any of its Subsidiaries to,”; 

(b)    inserting in subsection (a) thereof immediately following thetext “by the Board of Directors of the Borrower” the text “or such Subsidiary”; 

 

(c)    inserting in subsection (a) thereof immediately following the text “in the ordinary course of business ofthe Borrower” the text “or such Subsidiary”. 

 

**3.    *****Amendment of §7.11 of the Credit Agreement*****.**    Section 7.11 of the Credit Agreement is hereby amended by inserting in subsection (a) thereof immediatelyfollowing the text “in compliance with the terms of this §7.11,” the text “*provided further*, that no such domestic Subsidiary shall be owned directly or indirectly by a Subsidiary of the Borrower which is not also aGuarantor,” 

 

**4.***    ****Consent to Chiswick Transaction*******.**    The Borrower has advised the Agent and the Banks that it is contemplating causing the transfer of all of the assetsand liabilities of Chiswick Trust (including, without limitation, its rights and obligations under each of the Chiswick Trust Unsecured Subordinated Promissory Note, the Chiswick Trust Intercompany Subordination Agreement and the Guaranty dated asof July 13, 2001 by Chiswick Trust in favor of the Agent) to Chiswick (with Chiswick assuming all such assets and liabilities of Chiswick Trust) in connection with the liquidation of Chiswick Trust (the “Chiswick Transaction”), bydissolution of Chiswick Trust or merger of Chiswick Trust into Chiswick. 

 

As you are aware, (a) §7.5.1 and §7.5.2 of the Credit Agreement do not permit Chiswick Trust and Chiswick to consummate the Chiswick Transaction; (b) §7.1(o)(ii) of the Credit Agreement does not permitthe Borrower to incur or otherwise have outstanding Indebtedness under the Chiswick Trust Unsecured Subordinated Promissory Note to any Person other than Chiswick Trust, and as a result, does not permit Chiswick to assume the rights and obligationsof Chiswick Trust under such Chiswick Trust Unsecured Subordinated Promissory Note. The Borrower has requested the Majority Banks to consent to the Chiswick Transaction solely to the extent required by §§7.5.1, 7.5.2 and 7.1(o)(ii) of theCredit Agreement. The Majority Banks hereby consent to the Chiswick Transaction solely to the extent required by §§7.5.1, 7.5.2 and 7.1(o)(ii) of the Credit Agreement on the conditions that: (i) the Chiswick Transaction is consummated onterms satisfactory to the Agent, (ii) the Agent is provided evidence satisfactory to the Agent that Chiswick has acquired all of the assets of Chiswick Trust and has assumed all of the obligations of Chiswick Trust under the Chiswick TrustIntercompany Subordination Agreement, and (iii) Chiswick has ratified all such obligations thereunder to the Agent and provided evidence satisfactory to the Agent of the liquidation of Chiswick Trust. 

 

**5.*****    Representations andWarranties*****.**    The Borrower and each of the Guarantors hereby represents and warrants to the Agent and the Banks as of the date hereof, and as of any date on which the conditions set forth in §6 below are met,as follows: 

 

(a)    Theexecution and delivery by each of the Borrower and the Guarantors of this Amendment and all other instruments and agreements required to be executed and delivered by the Borrower or any of the Guarantors in connection with the transactionscontemplated hereby or referred to herein (collectively, the “*Amendment Documents*”), and the performance by each of the Borrower and the Guarantors of any of their obligations and agreements under the Amendment Documents and theCredit Agreement and the other Loan Documents, as amended hereby, are within the corporate or other authority of each of the Borrower and the Guarantors, have been authorized by all necessary corporate proceedings on behalf of each of the Borrowerand the Guarantors, and do not and will not contravene any provision of law or the Borrower’s charter or any of the Guarantors’ charters, other incorporation or organizational papers, by-laws or any stock provision or any amendment thereofor of any indenture, agreement, instrument or undertaking binding upon the Borrower or any of the Guarantors. 

 

(b)    Each of the Amendment Documents and the Credit Agreement, as amended hereby, to which the Borrower or any ofthe Guarantors is a party constitute legal, valid and binding obligations of such Person, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affectinggenerally the enforcement of creditors’ rights. 

 

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(c)    No approval or consent of, or filing with, any governmentalagency or authority is required to make valid and legally binding the execution, delivery or performance by the Borrower or any of the Guarantors of the Amendment Documents or the Credit Agreement or other Loan Documents, as amended hereby, or theconsummation by the Borrower or any of the Guarantors of the transactions among the parties contemplated hereby and thereby or referred to herein. 

 

(d)    The representations and warranties contained in §5 of the Credit Agreement and in the other Loan Documentswere true and correct at and as of the date made. Except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement and the other Loan Documents, changes occurring in the ordinary course of business (whichchanges, either singly or in the aggregate, have not been materially adverse) and to the extent that such representations and warranties relate expressly to an earlier date and after giving effect to the provisions hereof, such representations andwarranties, after giving effect to this Amendment, also are correct at and as of the date hereof. 

 

(e)    Each of the Borrower and the Guarantors has performed and complied in all material respects with all terms andconditions herein required to be performed or complied with by it prior to or at the time hereof, and as of the date hereof, after giving effect to the provisions of this Amendment and the other Amendment Documents, there exists no Event of Defaultor Default. 

 

(f)    Eachof the Borrower and the Guarantors acknowledges and agrees that the representations and warranties contained in this Amendment shall constitute representations and warranties referred to in §11.1(e) of the Credit Agreement, a breach of whichshall constitute an Event of Default. 

 

**6.*****    Effectiveness*****.**    This Amendment shall become effective as of the date first written above (the “Effective Date”) upon the satisfaction of each of thefollowing conditions, in each case in a manner satisfactory in form and substance to the Agent and the Banks: 

 

(a)    This Amendment shall have been duly executed and delivered by each of the Agent, the Majority Banks, theBorrower and the Guarantors and shall be in full force and effect; 

 

(b)    Such other items, documents, agreements, items or actions as the Agent may reasonably request in order to effectuate the transactions contemplated hereby. 

 

**7.*****    Miscellaneous Provisions***.

 

****(a)    Each of theBorrower and the Guarantors hereby ratifies and confirms all of its Obligations to the Agent and the Banks under the Credit Agreement, as amended hereby, and the other Loan Documents, including, without limitation, the Loans, and each of theBorrower and the Guarantors hereby affirms its absolute and unconditional promise to pay to the Banks and the Agent the Loans, reimbursement obligations and all other amounts due or to become due and payable to the Banks and the Agent under theCredit Agreement and the other Loan Documents, as amended hereby. Except as expressly amended hereby, each of the Credit Agreement and the other Loan Documents shall continue in full force and effect. This Amendment and the Credit Agreement shallhereafter be read and construed together as a single document, and all references in the Credit Agreement, any other Loan Document or any agreement or instrument related to the Credit Agreement shall hereafter refer to the Credit Agreement asamended by this Amendment. 

 

(b)    The consent herein granted shall not extend to or affect any obligations not expressly set forth herein and shall not impair any right of the Agent or the Banks consequent thereon. No waiver herein granted oragreement herein made shall extend beyond the terms expressly set forth herein for such waiver or agreement, nor shall anything contained herein be deemed to imply any willingness of the Agent or the Banks to agree to, or otherwise prejudice anyrights of the Agent or the Banks with respect to, any similar waivers or agreements that may be requested for any future period and the consent shall not be construed as a waiver of any other provision of the Loan Documents or to permit the Borroweror any Subsidiary to take any other action which is prohibited by the terms of the Credit Agreement and the other Loan Documents. 

 

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(c)    Without limiting the expense reimbursement requirements setforth in §14 of the Credit Agreement, the Borrower agrees to pay on demand all costs and expenses, including reasonable attorneys’ fees, of the Agent incurred in connection with this Amendment. 

 

(d)    THIS AMENDMENT SHALL BE GOVERNEDBY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS) AND SHALL TAKE EFFECT AS A SEALED INSTRUMENT IN ACCORDANCE WITH SUCH LAWS. 

 

(e)    This Amendment may be executed inany number of counterparts, and all such counterparts shall together constitute but one instrument. In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by andagainst which enforcement hereof is sought. 

 

*[Remainder ofpage intentionally left blank.]*

 

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**IN WITNESS WHEREOF**, the undersigned have duly executed this Fifth Amendment as a sealed instrumentas of the date first set forth above. 

 

**BORROWER:**

**NEW ENGLAND BUSINESS SERVICE, INC.**

By:
 
/s/    DANIEL M. JUNIUS
**Name:** **Daniel M. Junius****Title:** **Executive Vice President,**  **Chief Financial Officer and**  **Treasurer**
**BANKS:**

**FLEET NATIONAL BANK** formerly known as BankBoston, N.A., individually and as Agent

By:
 
/s/    IRENE BERTOZZIBARTENSTEIN
**Name:** **Irene Bertozzi-Bartenstein****Title:** **Vice President**
**KEY BANK N.A.**

By:
 
/s/    LISA HUDSON
**Name:** **Lisa Hudson****Title:** **Vice President**
**CITIZENS BANK OF MASSACHUSETTS**, as successor to USTrust

By:
 
/s/    DANIEL BERNARD
**Name:** **Daniel Bernard****Title:** **Vice President**
**SUNTRUST BANK**

By:
 
/s/    TODD SHEETS
**Name:** **Todd Sheets****Title:** **Portfolio Manager**
**NATIONAL CITY BANK**

By:
 
/s/    TARA M. HANDFORTH
**Name:** **Tara M. Handforth****Title:** **Vice President**
**THE BANK OF NOVA SCOTIA**

By:
 
/s/    TODD S. MELLER
**Name:** **Todd S. Meller****Title:** **Managing Director**
**BANKNORTH, N.A.**

By:
 
/s/    JON R. SUNDSTROM
**Name:** **Jon R. Sundstrom****Title:** **Senior Vice President**
**WEBSTER BANK**

By:
 **Name:**  **Title:**  
 

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***Signature page***

***to the Fifth Amendment***

 

Each of the undersigned hereby acknowledges the foregoing Fifth Amendment as of the Effective Date, and further agrees that its obligations under the Guaranty will extend to the Credit Agreement, as so amended, and the other Loan Documents,as so amended. 

 
**MCBEE SYSTEMS, INC.**
By:
 
/s/    DANIEL M. JUNIUS
**Name:** **Daniel M. Junius****Title:** **Treasurer**
**CHISWICK, INC.**

By:
 
/s/    DANIEL M. JUNIUS
**Name:** **Daniel M. Junius****Title:** **Treasurer**
**PREMIUMWEAR, INC.**

By:
 
/s/    DANIEL M. JUNIUS
**Name:** **Treasurer****Title:**  
**RAPIDFORMS, INC.**

By:
 
/s/    DANIEL M. JUNIUS
**Name:** **Daniel M. Junius****Title:** **Treasurer****RUSSELL & MILLER, INC.**
By:
 
/s/    DANIEL M. JUNIUS
**Name:** **Daniel M. Junius****Title:** **Treasurer**
**CHISWICK TRUST**

Daniel M. Junius and Craig Barrows, as Trustees under Declaration of Trust of Chiswick Trust dated September 15, 1999 andfiled with the Secretary of the Commonwealth of Massachusetts on September 17, 1999, and not individually

By:
 
/s/    DANIEL M. JUNIUS
  **Daniel M. Junius, as Trustee under said Declaration of Trust and not individually**
By:
 
/s/    CRAIG BARROWS
  **Craig Barrows, as Trustee under said**  **Declaration of Trust and not individually**
**VERIPACK.COM, INC.**

By:
 
/s/    DANIEL M. JUNIUS
**Name:** **Daniel M. Junius****Title:** **Treasurer**

**PWI HOLDINGS, INC.**

By:
 
/s/    DANIEL M. JUNIUS
**Name:** **Daniel M. Junius****Title:** **Treasurer****NEBS INTERACTIVE, INC.**
By:
 
/s/    DANIEL M. JUNIUS
**Name:** **Daniel M. Junius****Title:** **Treasurer**
**SAFEGUARD BUSINESS SYSTEMS, INC.**

By:
 
/s/    DANIEL M. JUNIUS
**Name:** **Daniel M. Junius****Title:** **Treasurer**
**SAFEGUARD INVESTMENT CORPORATION**

By:
 
/s/    DANIEL M. JUNIUS
**Name:** **Daniel M. Junius****Title:** **Treasurer**
**MASS DISTRIBUTION, INC.**

By:
 
/s/    DANIEL M. JUNIUS
**Name:** **Daniel M. Junius****Title:** **Treasurer**