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EXHIBIT
10.1
AMENDMENT NO. 15
to
RECEIVABLES PURCHASE
AGREEMENT
THIS AMENDMENT NO. 15 (this
“ Amendment ”) is entered into as of
January 30, 2008 by and among New School, Inc., as Seller
(“ Seller ”), School Specialty, Inc., as
Servicer (“ SSI ”), Falcon Asset Securitization
Company LLC (formerly known as 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
conditions 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
thereof is restated in its entirety as follows:
“ Liquidity
Termination Date ” means January 28,
2009.
SECTION 2. Conditions
Precedent . This Amendment shall become effective and be deemed
effective, as of the date first above written, upon receipt by the
Agent of (i) one copy of this Amendment duly executed by each
of the parties hereto, and (ii) one duly executed copy of that
certain Second Amended and Restated Fee Letter, of even date
herewith, among the Seller, Falcon and the Agent.
Signature
Page
to
Amendment No. 15 to
Receivables Purchase Agreement
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
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