SEVENTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
NEW ENGLAND BUSINESS SERVICE, INC.
SEVENTH AMENDMENT TO AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT dated as of January 30, 2001 (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 Credit
Agreement 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 FLEET NATIONAL BANK, as
documentation agent for itself and such other lending
institutions (the "Documentation Agent").
WHEREAS, the Borrower, the Banks, the Agent and the
Documentation Agent are parties to an Amended and Restated
Revolving Credit Agreement dated as of December 18, 1997 (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, in connection
with the Borrower's publicly-announced and board approved
stock repurchase program, the Agent and the Banks amend the
Credit Agreement to revise the net worth covenant contained
therein;
WHEREAS, subject to the terms and conditions set forth
herein, the Borrower, the Banks, the Agent and the
Documentation Agent have agreed to amend the Credit
Agreement 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
agree to amend the Credit Agreement as follows:
1. Amendment of sec 1.1 of the Credit Agreement.
Section 1.1 of the Credit Agreement is hereby amended by
inserting, in the order required by alphabetical order, the
following new definitions:
Designated Stock Repurchase. At any time after the Seventh
Amendment Effective Date, the repurchase by the Borrower of
its common stock pursuant to one or more transactions
permitted by Section 7.4(b), provided, however, that the
purchase price per share of such common stock shall not
exceed the lesser of (a) the fair market value of such
shares (which, on any date of reference, shall be deemed to
be the price per share at which the common stock of the
Borrower is then being publicly traded) and (b) $18.
Designated Stock Repurchase Purchase Price. The aggregate
cash purchase price (not to exceed a maximum amount of
$10,000,000) paid by the Borrower for all Designated Stock
Repurchases.
Seventh Amendment Effective Date. The "Effective Date", as
defined in the Seventh Amendment To Amended and Restated
Revolving Credit Agreement dated as of January 30, 2001
among the Borrower, the Subsidiaries of the Borrower listed
on the signature pages attached thereto, the Agent, the
Documentation Agent and the Banks."
2. Amendment of Section 8.3 of the Credit Agreement.
Section 8.3 of the Credit Agreement is hereby amended by
deleting the text "(i) $96,806,500 plus" and substituting in
lieu thereof the following text: "(i)(A) at any time prior
to any Designated Stock Repurchase, $96,806,500, and (B) at
any time following any Designated Stock Repurchase, an
amount equal to $96,806,500 minus the Designated Stock
Repurchase Purchase Price, plus".
3. Representations and Warranties. 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 Section 4 below
are met, as follows:
(a) The execution 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 transactions
contemplated 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 the Credit 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 Borrower and 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 thereof or 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 and other Loan Documents, as amended hereby,
to which the Borrower or any of the 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 affecting generally the enforcement of creditors'
rights.
(c) No approval or consent of, or filing with, any
governmental agency 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 the
consummation 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
Section5 of the Credit Agreement and in the other Loan
Documents were 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 (which
changes, 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 and warranties, 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 and conditions 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
Default or Default.
(f) Each of 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
Section11.1(e) of the Credit Agreement, a breach of
which shall constitute an Event of Default.
4. Effectiveness. This Amendment shall become
effective as of the date first written above (the "Effective
Date") upon the satisfaction of each of the following
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 parties thereto and shall be in
full force and effect;
(b) The agent shall have received, for the account
of each bank which executes and delivers this Amendment on
or prior to January 30, 2001 (each such Bank, a "Signing
Bank"), a work fee equal to $2,500 for each such Signing
Bank; and
(c) Such other items, documents, agreements, items
or actions as the Agent may reasonably request in order to
effectuate the transactions contemplated hereby.
5. Miscellaneous Provisions.
(a) Each of the Borrower 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 the Borrower 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 the Credit
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 shall hereafter 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 as amended by this Amendment.
(b) Without limiting the expense reimbursement
requirements set forth in Section14 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.
(c) THIS AMENDMENT SHALL BE GOVERNED BY 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.
(d) This Amendment may be executed in any 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
and against which enforcement hereof is sought.
IN WITNESS WHEREOF, intending to be legally bound, each
of the undersigned has caused this Amendment to be executed
on its behalf by its officer thereunto duly authorized, as
of the date first above written.
New England Business Service, Inc.
By: /s/ Daniel M. Junius
- ------------------------
Name: Daniel M. Junius
Title: Senior Vice President, CFO
FLEET NATIONAL BANK,
individually, as Agent and
as Documentation Agent
By: /s/ Irene Bertozzi-Bartenstein
- ----------------------------------
Name: Irene Bertozzi-Bartenstein
Title: Vice President
FIRST UNION NATIONAL BANK, N.A.,
successor to CoreStates Bank, N.A.
By: /s/ Mark B.Felker
- ---------------------
Name: Mark B. Felke
Title: Senior Vice President
KEY BANK N.A.
By: /s/ Lisa Tukilu
- -------------------
Name: Lisa Tukilu
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS,
as successor to US Trust
By: /s/ Daniel Bernard
- ----------------------
Name: Daniel Bernard
Title: Vice President
SUNTRUST BANK
By: /s/ W. David Wisdom
- -----------------------
Name: W. David Wisdom
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ [illegible]
- -------------------
Name: [illegible]
Title: Authorized Signatory
WACHOVIA BANK, N.A.
By: /s/ Christa P. Holland
- --------------------------
Name: Christa P. Holland
Title: Vice President
KBC Bank N.V., formerly known as
Kredietbank N.V.
By: /s/ Wei-Chun Wang
- ---------------------
Name: Wei-Chun Wang
Title: Associate
KBC Bank N.V., formerly known as
Krefietbank N.V.
By: /s/ Michael V. Curran
- -------------------------
Name: Michael V. Curran
Title: Vice President
SUMMIT BANK
By: /s/ Karen D. Budniak
- ------------------------
Name: Karen D. Budiak
Title: Vice President
Signature page
to the Seventh Amendment
Each of the undersigned hereby acknowledges the
foregoing Seventh Amendment as of the Effective Date and
agrees that its obligations under the Guaranty will extend
to the Credit Agreement, as so amended, and the other Loan
Documents.
RAPIDFORMS, INC.
By: /s/ Daniel M. Junius
- ------------------------
Name: Daniel M. Junius
Title: Treasurer
MCBEE SYSTEMS, 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
NEBS INTERACTIVE, 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
R & M TRUST
By: Daniel M. Junius, as Trustee
under Declaration of Trust of
R&M Trust dated July 20, 1998
and filed with the Secretary of
the Commonwealth of Massachusetts
on July 27, 1998, and not individually
By: /s/ Daniel M. Junius
- ------------------------
Daniel M. Junius, as Trustee under said
Declaration of Trust and not individually
CHISWICK TRUST
By: Daniel M. Junius, as Trustee
under Declaration of Trust of
Chiswick Trust dated September 15, 1999
and filed 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
VERIPACK.com, INC., formerly known
As RAPIDPACK.com, INC.
By: /s/ Daniel M. Junius
- ------------------------
Name: Daniel M. Junius
Title: Treasurer
PREMIUMWEAR, INC.
By: /s/ Daniel M. Junius
- ------------------------
Name: Daniel M. Junius
Title: Treasurer
KLOUDA-LENZ, 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