**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 theAgent 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 andnot 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 othergood 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: 

 

1.1Clause (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 thanthirty-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% ofthe 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 SSIhereby 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 beenre-made as of the effective date of this Amendment. 

 

3.2 Eachof Seller and SSI hereby represents and warrants as to itself (i) that this Amendment constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as enforceability may belimited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity which may limit the availability of equitable remedies and (ii) upon theeffectiveness of this Amendment, no event shall have occurred and be continuing which constitutes an Amortization Event or a Potential Amortization Event. 

 

SECTION 4. Reference to and Effect on the Investor Agreement. 

 

4.1 Upon the effectiveness of this Amendment, each reference in the Purchase Agreement to “this Agreement,”“hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Purchase Agreement as amended hereby, and each reference to the Purchase Agreement in any other document,instrument or agreement executed and/or delivered in connection with the Purchase Agreement shall mean and be a reference to the Purchase Agreement as amended hereby. 

 

4.2 Except as specifically amended hereby, the Purchase Agreement and other documents, instruments and agreements executedand/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. 

 

4.3 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Falcon, the FinancialInstitutions or the Agent under the Purchase Agreement or any of the other Transaction Documents, nor constitute a waiver of any provision contained therein, except as specifically set forth herein. 

 

SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUEDIN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

 

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by differentparties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. 

 

SECTION 7. Headings. Section headings in this Amendment are includedherein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 

 

* * * * * 

 

2 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the date first setforth above by their respective officers thereto duly authorized, to be effective as hereinabove provided. 

 

NEW SCHOOL, INC., as Seller

By:
 
/s/ Mary M. Kabacinski

Name:
 
Mary M. Kabacinski

Title:
 
Treasurer

SCHOOL SPECIALTY, INC., as Servicer

By:
 
/s/ Mary M. Kabacinski

Name:
 
Mary M. Kabacinski

Title:
 
EVP / CFO

FALCON ASSET SECURITIZATION

CORPORATION

By:
 
/s/ George S. Wilkins

Name:
 
George S. Wilkins

Title:
 
Authorized Signatory

BANK ONE, NA (MAIN OFFICE CHICAGO),

as a Financial Institution and as Agent

By:
 
/s/ George S. Wilkins

Name:
 
George S. Wilkins

Title:
 
Authorized Signatory

 

*Signature Pageto*

*Amendment No. 8*