of Agreement
10.3
No Waivers
10.4
Further Assurances
10.5
Governing Law
10.6
Payments in Immediately Available Funds
10.7
Expenses, Taxes and Indemnification
10.8
Amendments, Waivers, Etc.
10.9
Binding Effect of Agreement
10.10
Assignment and Participation
10.11
Computation of Interest and Fees
10.12
Entire Agreement
10.13
Captions
10.14
Counterparts
10.15
Severability
10.16
Judgment Currency
10.17
Waiver of Jury Trial
EXHIBIT A-1
Form of Amended and Restated Revolving Credit Note
EXHIBIT A-2
Form of Amended and Restated Swing Line Note
EXHIBIT B
Disclosure
EXHIBIT C
Existing Indebtedness
EXHIBIT D
Form of Certificate of Chief Financial Officer
EXHIBIT E
[Intentionally Deleted]
EXHIBIT F
List of Subsidiaries
EXHIBIT G
Form of Flash Report
iii
SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is amended and
restated as of May 23, 2008, among COURIER CORPORATION, a Massachusetts
corporation ("Courier"), COURIER COMPANIES, INC., a Massachusetts corporation
("Companies"), COURIER PUBLISHING, INC., a Massachusetts corporation ("CPI"),
COURIER KENDALLVILLE, INC., an Indiana corporation ("Kendallville"), COURIER
PROPERTIES, INC., a Massachusetts corporation ("Properties"), NATIONAL
PUBLISHING COMPANY, a Pennsylvania corporation ("Publishing"), COURIER NEW
MEDIA, INC., a Massachusetts corporation ("New Media"), BOOK-MART PRESS, INC.,
a Delaware corporation ("Book-Mart"), DOVER PUBLICATIONS, INC., a New York
corporation ("Dover"), RESEARCH & EDUCATION ASSOCIATION, INC., a Delaware
corporation ("REA"), MOORE-LANGEN PRINTING COMPANY, INC., an Indiana corporation
("M-L"), FEDERAL MARKETING CORP., a New Jersey corporation ("FMC"), and CREATIVE
HOMEOWNER DISTRIBUTION SERVICES, LLC, a Delaware limited liability company
("CHDS") (Courier, Companies, CPI, Kendallville, Properties, Publishing, New
Media, Book-Mart, Dover, REA, M-L, FMC and CHDS being sometimes hereinafter
referred to individually as a "Borrower" and collectively as the "Borrowers"),
RBS CITIZENS, NATIONAL ASSOCIATION (successor by merger to Citizens Bank of
Massachusetts), a national banking association ("Citizens"), KEYBANK NATIONAL
ASSOCIATION, a national banking association ("Key"), WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association ("Wells Fargo") and JPMORGAN CHASE
BANK, N.A., a national banking association ("JPM"; and together with Citizens,
Key and Wells Fargo, the "Banks"), and RBS CITIZENS, NATIONAL ASSOCIATION
(successor by merger to Citizens Bank of Massachusetts), executing this
Agreement in the capacity of Agent for the Banks (the "Agent") and Issuing Bank
(the "Issuing Bank").
WHEREAS, the Borrowers, the Banks and the Agent are party to that certain
Amended and Restated Revolving Credit Agreement dated as of March 31, 2003 (as
amended, the "Existing Loan Agreement");
WHEREAS, the Borrowers, the Banks and the Agent desire to amend and restate the
Existing Loan Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto hereby agree that the Existing Loan Agreement
shall be amended and restated effective as of May 23, 2008 to read in its
entirety as follows:
SECTION 1.
DEFINITIONS AND RULES OF INTERPRETATION.
1.1
DEFINITIONS.
AS USED HEREIN
1
1.1.1
"ADJUSTED LIBOR RATE" MEANS, RELATIVE TO ANY LIBOR RATE LOAN TO BE
MADE, CONTINUED OR MAINTAINED AS, OR CONVERTED INTO, A LIBOR RATE LOAN FOR ANY
INTEREST PERIOD, A RATE PER ANNUM DETERMINED BY DIVIDING (X) THE LIBOR