Exhibit 4.1
FIRST AMENDMENT
THIS FIRST AMENDMENT (this "Amendment") dated as of July 11, 2003, to the
Credit Agreement referenced below, is by and among SCHOOL SPECIALTY, INC., a
Wisconsin corporation (the "Borrower"), the Subsidiaries of the Borrower
identified as "Guarantors" on the signature pages hereto, the Lenders identified
herein, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender
and L/C Issuer. Capitalized terms used herein but not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $250 million credit facility has been extended to the Borrower
pursuant to the terms of that Amended and Restated Credit Agreement (as amended,
modified, supplemented and extended, the "Credit Agreement") dated as of April
11, 2003 by and among the Borrower, the Guarantors identified therein, the
Lenders identified therein and Bank of America, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer;
WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement; and
WHEREAS, the Required Lenders have consented to the requested modifications
on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendments.
(a) Each reference to the term "Senior Subordinated Notes" in the Credit
Agreement is amended to read "2001 Senior Subordinated Notes".
(b) Each reference to the term "Senior Subordinated Note Documents" in the
Credit Agreement is amended to read "2001 Senior Subordinated Note Documents".
(c) The following definitions are added to Section 1.01 of the Credit
Agreement:
"2003 Senior Subordinated Note Documents" means the 2003 Senior
Subordinated Notes, the indenture or note purchase agreement(s)
relating thereto and all other documents, instruments and agreements
relating thereto.
"2003 Senior Subordinated Notes" means those Senior Subordinated Notes
of the Borrower due 2023.
(d) The definition of "Subordinated Indebtedness" in Section 1.01 of the
Credit Agreement is amended to read as follows:
"Subordinated Indebtedness" means (a) the 2001 Senior Subordinated
Notes, (b) the 2003 Senior Subordinated Notes and (c) any Indebtedness
of the Borrower or any Subsidiary which by its terms is expressly
subordinated in right of payment to the prior payment of
the obligations under the Loan Documents on terms and conditions, and
evidenced by documentation, satisfactory to the Required Lenders.
(e) Clause (g) of Section 8.03 of the Credit Agreement is amended to read
as follows:
(g) Subordinated Indebtedness consisting of:
(i) Indebtedness evidenced by the 2001 Senior Subordinated
Notes in an aggregate principal amount of up to $150,000,000 (and
renewals, refinancing and refundings of the then outstanding
principal amount thereof, provided that the terms of
subordination therefor shall be identical in all material
respects to the terms of subordination contained in the 2001
Senior Subordinated Note Documents and on other terms and
conditions not materially less favorable to the Lenders than the
terms and conditions contained in the 2001 Senior Subordinated
Note Documents);
(ii) Indebtedness evidenced by the 2003 Senior Subordinated
Notes in an aggregate principal amount of up to $143,750,000 (and
renewals, refinancing and refundings of the then outstanding
principal amount thereof, provided that the terms of
subordination therefor shall be identical in all material
respects to the terms of subordination contained in the 2003
Senior Subordinated Note Documents and on other terms and
conditions not materially less favorable to the Lenders than the
terms and conditions contained in the 2003 Senior Subordinated
Note Documents);
(iii) other Subordinated Indebtedness, provided that (A) the
Borrower shall have delivered a Pro Forma Compliance Certificate
to the Administrative Agent demonstrating that, upon giving
effect on a Pro Forma Basis to the incurrence of such
Subordinated Indebtedness, the Loan Parties would be in
compliance with the financial covenants set forth in Section 8.11
as of the most recent fiscal quarter end for which the Borrower
has delivered financial statements pursuant to Section 7.01(a) or
(b), and (B) no Default or Event of Default shall exist at the
time or would exist after giving effect to the incurrence of such
Subordinated Indebtedness;
(f) Section 8.12(c)(i)(B) of the Credit Agreement is amended to read as
follows:
(B) the conversion of any of the 2001 Senior Subordinated Notes and
the 2003 Senior Subordinated Notes into equity;
(g) Section 8.12(d) of the Credit Agreement is amended to read as follows:
(d) Enter into any agreement, instrument or other document creating,
evidencing or relating to any Indebtedness that provides that such
Indebtedness is "Designated Senior Debt" for purposes of the 2001
Senior Subordinated Note Documents or the 2003 Senior Subordinated
Note Documents.
2. Conditions Precedent. This Amendment shall be effective as of the date
set forth above upon satisfaction of the following conditions:
(a) execution of this Amendment by the Loan Parties and the Required
Lenders; and
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(b) the issuance of the 2003 Senior Subordinated Notes, provided that
(i) the terms of the 2003 Senior Subordinated Notes shall be substantially
similar to the terms set forth on Schedule 1 hereto, and (ii) the terms of
subordination of the 2003 Senior Subordinated Notes shall be substantially
similar to the terms of subordination for the 2001 Senior Subordinated
Notes.
3. No Other Changes. Except as expressly modified hereby, all of the
terms and provisions of the Loan Documents shall remain in full force and
effect.
4. Reaffirmation of Representations and Warranties. The Loan Parties
hereby represent and warrant that the representations and warranties of the Loan
Parties contained in Article VI of the Credit Agreement and in the other Loan
Documents are true and correct in all material respects on and as of the date of
this Amendment, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date.
5. Reaffirmation of Guaranty. Each of the Guarantors (i) acknowledges and
consents to all of the terms and conditions of this Amendment, (ii) affirms all
of its obligations under the Loan Documents and (iii) agrees that this Amendment
and all documents executed in connection herewith do not operate to reduce or
discharge such Guarantor's obligations under the Credit Agreement or the other
Loan Documents.
6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this Amendment to
produce or account for more than one such counterpart.
7. Governing Law. This Amendment shall be deemed to be a contract made
under, and for all purposes shall be construed in accordance with the laws of
the State of New York.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
BORROWER: SCHOOL SPECIALTY, INC.
- --------- a Wisconsin corporation
By: /s/ Mary M. Kabacinski
-------------------------------
Name: Mary M. Kabacinski
Title: Chief Financial Officer
GUARANTORS: CHILDCRAFT EDUCATION CORP.,
- ----------- a New York corporation
CLASSROOMDIRECT.COM, LLC,
a Delaware limited liability company
BIRD-IN-HAND WOODWORKS, INC.,
a New Jersey corporation
SPORTIME, LLC,
a Delaware limited liability company
GLOBAL VIDEO, LLC,
a Wisconsin limited liability company
PREMIER AGENDAS, INC.,
a Washington corporation
FREY SCIENTIFIC, INC.,
a Delaware corporation
AMALGAMATED WIDGETS, INC.,
a Wisconsin corporation
SAX ARTS & CRAFTS, INC.,
a Delaware corporation
By: /s/ Mary M. Kabacinski
-------------------------------
Name: Mary M. Kabacinski
Title: Treasurer
[Signature Pages Continue]
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Casey Cosgrove
-------------------------------
Name: Casey Cosgrove
Title: Vice President
LENDER: BANK OF AMERICA, N.A.,
as a Lender, L/C Issuer and Swing Line
Lender
By: /s/ Casey Cosgrove
-------------------------------
Name: Casey Cosgrove
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Karen E. Weathers
-------------------------------
Name: Karen E. Weathers
Title: Vice President
LASALLE BANK, NATIONAL ASSOCIATION
By: /s/ Dusko Marinovic
-------------------------------
Name: Dusko Marinovic
Title: Vice President
M&I MARSHALL & ILSLEY BANK
By: /s/ Leo D. Freeman
-------------------------------
Name: Leo D. Freeman
Title: Vice President
BANK ONE, NA
By: /s/ Anthony F. Maggiore
-------------------------------
Name: Anthony F. Maggiore
Title: Director, Capital Markets
HARRIS TRUST & SAVINGS BANK
By: /s/ Michael M. Fordney
-------------------------------
Name: Michael M. Fordney
Title: Vice President
NATIONAL CITY BANK OF MICHIGAN/ILLINOIS
By: /s/ Tiffany Cozzalino
-------------------------------
Name: Tiffany Cozzalino
Title: Vice President
[Signature Pages Continue]
ASSOCIATED BANK, N.A.
By: /s/ Stephen E. Pasowicz
-------------------------------
Name: Stephen E. Pasowicz
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Mark Wrigley
-------------------------------
Name: Mark Wrigley
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ J. Scott Jessup
-------------------------------
Name: J. Scott Jessup
Title: Vice President
ST. FRANCIS BANK
By: /s/ Paul W. Jelacic
-------------------------------
Name: Paul W. Jelacic
Title: Vice President
BANK OF SCOTLAND
By: /s/ Joseph Fratus
-------------------------------
Name: Joseph Fratus
Title: First Vice President