EXHIBIT 10.22
AMENDMENT NO. 8
to
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 8 (“
Amendment ”) is entered into as of March 31, 2004 by
and among New School, Inc., as Seller (“ Seller
”), School Specialty, Inc., as Servicer (“ SSI
”), Falcon Asset Securitization Corporation (“
Falcon ”), the Financial Institutions party hereto,
and Bank One, NA (Main Office Chicago), as agent (the “
Agent ”).
PRELIMINARY STATEMENT
A. Seller, SSI, Falcon, the
Financial Institutions and the Agent are parties to that certain
Receivables Purchase Agreement dated as of November 22, 2000 (as
amended, restated, supplemented or otherwise modified from time to
time, the “ Purchase Agreement ”). Capitalized
terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Purchase Agreement.
B. Seller, SSI, Falcon, the
Financial Institutions and the Agent have agreed to amend the
Purchase Agreement, subject to the terms and conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of
the premises set forth above, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Amendment .
Effective as of the date hereof, subject to the satisfaction of the
condition precedent set forth in Section 2 below, the
Purchase Agreement is hereby amended as follows:
1.1 Clause (xvii) of the definition
of “Eligible Receivable” appearing in Exhibit I
is hereby deleted in its entirety and replaced with the following
therefor:
(xvii) which, if an Unbilled
Receivable, (A) the invoice relating thereto shall be required to
be rendered no later than thirty-one (31) days from the date the
transaction giving rise to such Receivable was completed, and (B)
the Outstanding Balance of such Unbilled Receivable, when added to
the Outstanding Balance of all Unbilled Receivables shall not
exceed 10.0% of the Outstanding Balance of all Receivables at such
time.
SECTION 2. Condition
Precedent . This Amendment shall become effective and be deemed
effective, as of the date first above written, upon receipt by the
Agent of one copy of this Amendment duly executed by each of the
parties hereto.
SECTION 3. Covenants,
Representations and Warranties of the Seller and the Servicer
.
3.1 Upon the effectiveness of this
Amendment, each of Seller and SSI hereby reaffirms all covenants,
representations and warranties m
