EXHIBIT 10.25
AMENDMENT NO. 10 and WAIVER
to
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 10 and WAIVER
(this “ Amendment ”) is entered into as of April
20, 2005 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 has requested that Falcon,
the Financial Institutions and the Agent waive the occurrence of an
Amortization Event under Section 9.1(f)(iii) of the Purchase
Agreement and Falcon, the Financial Institutions and the Agent have
agreed to waive such Amortization Event subject to the terms and
conditions hereinafter set forth.
C. Seller, SSI, Falcon, the
Financial Institutions and the Agent have further 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 3 below, the
Purchase Agreement is hereby amended as follows:
1.1 Exhibit I thereto is hereby
amended to insert the following definition therein in alphabetical
order:
“ Excluded
Receivable ” means any account, general indebtedness or
other obligation generated by the Children’s Publishing
division of School Specialty, Inc. which is identified on the books
and records of School Specialty, Inc. as “Region 51
Children’s Publishing Trade”.
1.2 the definition of
“Receivable” appearing in Exhibit I thereto is hereby
amended to insert the phrase “(other than any Excluded
Receivable)” immediately following the phrase “all
indebtedness and other obligations” appearing in the first
line thereof.
SECTION 2. Waiver
.
2.1 As at the end of March 2005, the
three month rolling average Dilution Trigger Ratio exceeded 2.70%,
which constitutes the occurrence of an Amortization Event under
Section 9.1(f)(iii) of the Purchase Agreement.
2.2 Effective as of the date first
above written, subject to the satisfaction of the condition
precedent set forth in Section 3 below, Falcon,
the
