Exhibit 10.2


 


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.


 


                                                Dated as of:  September 24, 2007


 


 


RBS Citizens, National Association (successor by merger


  to Citizens Bank of
Massachusetts),


  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 and
Restated Revolving Credit Agreement


 


Ladies and Gentlemen:


 


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


 


 


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March 31, 2003 (as
amended, 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 a
Bank (“Citizens”), SOVEREIGN BANK, in its capacity as a Bank (“Sovereign”),
KEYBANK NATIONAL ASSOCIATION, in its capacity as a Bank (“Key”), JPMORGAN CHASE
BANK, N.A., in its capacity as a Bank (“JPM”) and WELLS FARGO BANK, N.A. in its
capacity as a Bank (“Wells Fargo”; and together with Citizens, Sovereign, Key
and JPM, the “Banks”), and RBS CITIZENS, NATIONAL ASSOCIATION (successor by
merger to 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 as of September 24, 2007, 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. 5 to Amended and Restated Revolving Credit
Agreement.


 


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


 


                “[Intentionally
Omitted.]”


 


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


 


 


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“Borrowers” shall no
longer be deemed to also mean and include CFSCL.  Further, Exhibit F to the Agreement is
amended by deleting therefrom all references to CFSCL.


 


(d)                                 The Borrowers having informed the Agent
and the Banks that Courier Publishing, Inc., a Massachusetts corporation, (“CPI”)
is a Subsidiary, the term “Borrower” or “Borrowers” shall, wherever used in any
of the Loan Documents, be deemed to also mean and include CPI.  It is the express understanding and intention
of the parties hereto that CPI shall hereafter be entitled to make borrowings
in accordance with the terms and conditions of the Agreement, and shall
hereafter be bound, on a joint and several basis, by all of the terms and
conditions 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 covenants
contained therein and the obligation to repay all amounts owing under the
Agreement and the Notes in accordance with the respective terms thereof.


 


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


 


(f)                                    Exhibit F to the Agreement is amended by
inserting 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 by
adding CPI as a Borrower and signatory to such Notes.  By its execution of this Amendment, CPI
confirms its agreement to be bound, on a joint and several basis, by all of the
terms and conditions contained therein, and further confirms that it shall be
deemed to be a signatory to each of the Notes.


 


ARTICLE III


 


CONDITIONS PRECEDENT TO
AMENDMENT NO. 5


 


This Amendment shall become and be effective as of the date hereof, but
only if it shall 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 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 and therein constitute the joint
and several, and legal, valid and binding obligations of the Borrowers
enforceable against the Borrowers in accordance with their respective terms.


 


 


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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,
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


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 Amendment
is 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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