Fifth Amendment To Second Amended And Restated Revolving Credit Agreement

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 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 CITIZENS BANK 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 amend the 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 and consent 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 the Credit 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 the Borrower 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 any other 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 the Borrower, 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 such Derivatives Counterparty as a result of any change in market value of any capital stock of the Borrower or such Subsidiary."

2. Amendment of a77.4 of the Credit Agreement . Section 7.4 of the Credit Agreement 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 the text " 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 of the Borrower" the text " or such Subsidiary" .


3. Amendment of a77.11 of the Credit Agreement . Section 7.11 of the Credit Agreement is hereby amended by inserting in subsection (a) thereof immediately following the text " in compliance with the terms of this a77.11," 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 a Guarantor,"


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 assets and 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 as of 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" ), by dissolution of Chiswick Trust or merger of Chiswick Trust into Chiswick.


As you are aware, (a) a77.5.1 and a77.5.2 of the Credit Agreement do not permit Chiswick Trust and Chiswick to consummate the Chiswick Transaction; (b) a77.1(o)(ii) of the Credit Agreement does not permit the 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 obligations of Chiswick Trust under such Chiswick Trust Unsecured Subordinated Promissory Note. The Borrower has requested the Majority Banks to consent to the ...