Exhibit 4.4
AMENDMENT NO. 12
to
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 12 (this “
Amendment ”) is entered into as of January 15,
2006 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 JPMorgan Chase Bank, N.A. (successor
by merger to 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 The definition of
“Liquidity Termination Date” in Exhibit I to the
Purchase Agreement is restated in its entirety as
follows:
“ Liquidity Termination
Date ” means February 15, 2006.
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 made by it, to the extent the same
are not amended hereby, in the Purchase Agreement and agrees that
all such covenants, representations and warranties shall be deemed
to have been r
