Receivables Purchase Agreement



 EXHIBIT 4.7 
 AMENDMENT NO. 11 
 to 
 RECEIVABLES PURCHASE AGREEMENT 
  
 THIS AMENDMENT NO. 11 (this “Amendment”) is entered into as of November 15, 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, 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 January 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 re-made as of the effective date of this Amendment.








 3.2 Each of 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 be limited 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 the effectiveness 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 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 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 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, 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 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 of this 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 set
forth 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:	 	Chief Financial Officer
	
	FALCON ASSET SECURITIZATION CORPORATION
		
	By:	 	 /s/ Ronald Atkins


	Name:	 	Ronald Atkins
	Title:	 	Authorized Signer
	
	JPMORGAN CHASE BANK, N.A.
	 (successor by merger to Bank One, NA (Main
 Office Chicago), as a Financial Institution and
 as Agent

		
	By:	 	 /s/ Ronald Atkins


	Name:	 	Ronald Atkins
	Title:	 	Vice President


  
 Signature Page
to 
 Amendment No.11