Exhibit 10.1
AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT
This Amendment No. 3 (the "Amendment") is dated as of November 20, 2001
among New School, Inc. (the "Seller"), School Specialty Inc. (the "Servicer"),
Falcon Asset Securitization Corporation ("Falcon"), the Financial Institutions
and Bank One, NA (Main Office Chicago), as agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the Seller, Falcon, the Financial Institutions and the Agent are
parties to that certain Receivables Purchase Agreement dated as of November 22,
2000 (as previously amended, the "Agreement"); and
WHEREAS, the Seller, Falcon, the Financial Institutions and the Agent
desire to amend the Agreement in certain respects more fully described
hereinafter;
NOW, THEREFORE, in consideration of the premises herein contained, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined
-------------
shall have their eanings as attributed to such terms in the
Agreement.
2. Amendments to the Agreement.
---------------------------
2.1. Amendment to Definition of Liquidity Termination Date. The definition
-----------------------------------------------------
of "Liquidity Termination Date" appearing in Exhibit I to the Agreement is
hereby amended by deleting the date "November 20, 2001" where it appears therein
and inserting the date "November 19, 2002" in lieu thereof.
3. Representations and Warranties. In order to induce the Agent and the
------------------------------
undersigned Purchasers to enter into this Amendment each Seller Party represents
and warrants that:
3.1. The representations and warranties set forth in Article IX of the
Agreement, as hereby amended, are true, correct and complete on the date hereof
as if made on and as of the date hereof and that there exists no Amortization
Event or Potential Amortization Event on the date hereof.
3.2. The execution and delivery by such Seller Party of this Amendment has
been duly authorized by proper corporate proceedings of such Seller Party and
this Amendment, and the Agreement, as amended by this Amendment, constitutes the
legal, valid and binding obligation of such Seller Party enforceable against
such Seller Party in accordance with its terms, except as
such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or limiting creditors' rights
generally.
3.3. Neither the execution and delivery by such Seller Party of this
Amendment, nor the consummation of the transactions herein contemplated, nor
compliance with the provisions hereof will violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on such Seller Party
or the Seller Party's articles of incorporation or by-laws or the provisions of
any indenture, instrument or agreement to which such Seller Party is a party or
is subject, or by which it or its property, is bound, or conflict with or
constitute a default thereunder.
4. Effective Date. This Amendment shall become effective as of the date
--------------
above first written upon receipt by the Agent of (i) counterparts of this
Amendment duly executed by the Seller, the Servicer, Falcon and the Financial
Institution, and (ii) such other documents as the Agent, Falcon or any Financial
Institution may request.
5. Ratification. The Agreement, as amended hereby, is hereby ratified,
------------
approved and confirmed in all respects.
6. Reference to Agreement. From and after the effective date hereof, each
----------------------
reference in the Agreement to "this Agreement", "hereof", or "hereunder" or
words of like import, and all references to the Agreement in any and all
agreements, instruments, documents, notes, certificates and other writings of
every kind and nature shall be deemed to mean the Agreement, as amended by this
Amendment.
7. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
-------------
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.
8. 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 shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Seller, the Servicer, Falcon, the Financial
Institutions and the Agent have executed this Amendment as of the date first
above written.
NEW SCHOOL, INC., as Seller
By: /s/ Mary M. Kabacinski
---------------------------------
Title: EVP/CFO
------------------------------
SCHOOL SPECIALTY, INC., as Servicer
By: /s/ Mary M. Kabacinski
---------------------------------
Title: EVP/CFO
------------------------------
FALCON ASSET SECURITIZATION CORPORATION
By: /s/ Elizabeth Chung
---------------------------------
Authorized Signatory
BANK ONE, NA (MAIN OFFICE
CHICAGO), individually as a Financial
Institution and as Agent
By: /s/ Elizabeth Chung
---------------------------------
Title: Authorized Signatory
------------------------------