**Exhibit 10.25**

AMENDMENT NO. 14 

to 

RECEIVABLES PURCHASE AGREEMENT 

THIS AMENDMENT NO. 14 (this “Amendment”) is entered intoas of January 31, 2007 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 SecuritizationCorporation) (“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 “PurchaseAgreement”). 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 arehereby acknowledged, the parties hereto hereby agree as follows: 

SECTION 1. Amendment. Effective as of the date hereof, subject tothe satisfaction of the condition precedent set forth in Section 2 below, the Purchase Agreement is hereby amended as follows: 

1.1 Clause (i) of the definition of “Eligible Receivable” in Exhibit I thereof is restated in its entirety as follows: 

*(i) the Obligor of which (a) is not an Affiliate of any of the parties hereto; (b) is not a Designated Obligor; and (c) is not a government or a governmental subdivision or agency not related toeducation, and if (x) such Obligor is a natural person who is not a resident of the United States or, (y) such Obligor is a corporation or other business organization which is not organized under the laws of the United States or anypolitical subdivision thereof or which does not have its chief executive office in the United States (each such Obligor described in (x) and (y) above, a “Foreign Obligor”), then the Outstanding Balance of such Receivable,when added to the Outstanding Balance of all Receivables then due from all Foreign Obligors shall not exceed 2.0% of the Outstanding Balance of all Receivables at such time;*

1.2 The definition of “Liquidity Termination Date” in Exhibit I thereof is restated inits entirety as follows: 

*“Liquidity Termination Date” means January 30, 2008.*

SECTION 2. Condition Precedent. This Amendment shall become effective and be deemed effective, as of the date first above written, upon receipt bythe Agent of one copy of this Amendment duly executed by each of the parties hereto. 

SECTION 3. Covenants, Representations andWarranties of the Seller and the Servicer. 

3.1 Upon the effectiveness of this Amendment, each of Seller and SSI hereby reaffirms allcovenants, 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 re-made as of theeffective date of this Amendment. 

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

SECTION 4. Reference to and Effect on the Purchase 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 executed and/or delivered in connection therewith shall remain in full force and effect and are herebyratified and confirmed. 

4.3 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, poweror remedy of Falcon, the Financial Institutions 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 CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS, ANDREMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

 

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SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterpartsand by different parties 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 included herein for convenience of reference only and shall not constitute a part ofthis Amendment for any other purpose. 

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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 SellerBy: 
/s/ David G. Gomach
Name: David G. GomachTitle: TreasurerSCHOOL SPECIALTY, INC., as ServicerBy: 
/s/ David G. Gomach
Name: David G. GomachTitle: TreasurerFALCON ASSET SECURITIZATION COMPANY LLCBy: JPMORGAN CHASE BANK, N.A., its Attorney-in-FactBy: 
/s/ John M. Kuhns
Name: John M. KuhnsTitle: Vice President
JPMORGAN CHASE BANK, N.A., as a

FinancialInstitution and as Agent
By: 
/s/ John M. Kuhns
Name: John M. KuhnsTitle: Vice President
*Signature Page*

*to*

*Amendment No. 14 to Receivables Purchase Agreement*