Exhibit 4.1
CONSENT AND AMENDMENT
THIS CONSENT AND AMENDMENT dated as of December 10, 2001 (this "Consent")
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relating to the Credit Agreement referenced below is by and among SCHOOL
SPECIALTY, INC., a Wisconsin corporation (the "Borrower"), the Subsidiaries of
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the Borrower identified as "Guarantors" on the signature pages hereto, the
Lenders identified on the signature pages hereto and Bank of America, N.A., as
Administrative Agent (in such capacity, the "Administrative Agent"). Terms used
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herein but not otherwise defined herein shall have the meanings provided to such
terms in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $350 million credit facility has been extended to the Borrower
pursuant to the terms of that Amended and Restated Credit Agreement dated as of
September 30, 1998 (as amended, modified, supplemented, increased and extended
from time to time, the "Credit Agreement") by and among the Borrower, the
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Guarantors, the Lenders and the Administrative Agent;
WHEREAS, the Borrower proposes to acquire the Premier Agenda business of
Xxxxxxxx Xxxxx Co. for a purchase price of approximately $152,500,000 in cash
(the "Proposed Acquisition");
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WHEREAS, the purchase price of the Proposed Acquisition would (a) exceed
the maximum purchase price permitted for any single acquisition under Section
8.4(c)(ii)(A) of the Credit Agreement and (b) together with prior acquisitions
during the current fiscal year, exceed the maximum cash consideration permitted
for all acquisitions in any fiscal year under Section 8.4(c)(ii)(B);
WHEREAS, the Borrower has requested that the Lenders consent to the
Proposed Acquisition; and
WHEREAS, the Required Lenders have agreed to the requested consent 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. Consents.
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(a) The Required Lenders hereby consent to the Proposed Acquisition
notwithstanding the limitations set forth Section 8.4(c)(ii)(A) and Section
8.4(c)(ii)(B) of the Credit Agreement, provided that (a) each of the other
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conditions set forth in Section 8.4(c)(ii) of the Credit Agreement and any
other applicable provision of the Credit Agreement shall have been
satisfied, and (b) the Borrower shall, and shall cause its Subsidiaries to,
comply with Section 7.11 of the Credit Agreement.
(b) The Required Lenders hereby agree that the cash consideration for
the Proposed Acquisition shall not be included in any calculation of the
aggregate cash consideration limit set forth in Section 8.4(c)(ii)(B) for
the current fiscal year.
(c) Each of the foregoing consents and agreements is a one-time consent,
applies only to the specific facts and shall not be construed to be (i) a
waiver as to compliance with the terms of the Credit Agreement in any other
instance, (ii) a waiver as to compliance with any other terms of the Credit
Agreement, (iii) a waiver of any Default or Event of Default that may
otherwise exist or (iv) a waiver of any other rights or remedies the
Lenders may have under the Credit Agreement, the other Credit Documents or
applicable law.
2. Amendment. Section 8.1(d) of the Credit Agreement is amended to read as
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follows:
(d) Indebtedness and obligations in connection with Permitted
Securitization Transactions; provided that the total Attributed
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Principal Amount for all such financings shall not exceed $100,000,000
at any time;
3. Conditions Precedent. This Consent shall be effective as of the date
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hereof upon satisfaction of the following conditions precedent:
(a) receipt by the Administrative Agent of multiple counterparts of this
Consent executed by the Credit Parties and the Required Lenders; and
(b) receipt by the Administrative Agent, for the ratable benefit of the
Lenders that execute this Consent (the "Consenting Lenders") of a consent
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fee equal to five (5) basis points (0.05%) on the aggregate Revolving
Commitments of the Consenting Lenders.
4. Reaffirmation of Representations and Warranties. The Credit Parties
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hereby affirm that the representations and warranties set forth in the Credit
Documents are true and correct as of the date hereof after giving effect to this
Consent (except those that expressly relate to an earlier period).
5. Reaffirmation of Guaranty. Each of the Guarantors (i) acknowledges and
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consents to all of the terms and conditions of this Consent, (ii) affirms all of
its obligations under the Credit Documents and (iii) agrees that this Consent
and all documents executed in connection herewith do not operate to reduce or
discharge the Guarantors' obligations under the Credit Agreement and the other
Credit Documents.
6. No Other Changes. Except as modified hereby, all of the terms and
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provisions of the Credit Agreement and the other Credit Documents (including the
schedules and exhibits thereto) shall remain in full force and effect.
7. Counterparts. This Consent may be executed in any number of
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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 Consent to
produce or account for more than one such counterpart.
8. Governing Law. This Consent shall be deemed to be a contract made under,
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and for all purposes shall be construed in accordance with, the laws of the
State of New York.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Consent to be duly executed and delivered as of the date first above
written.
BORROWER: SCHOOL SPECIALTY, INC.
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a Wisconsin corporation
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
GUARANTORS: CHILDCRAFT EDUCATION CORP.,
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a New York corporation
XXXXXXXXXXXXXXX.XXX, 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
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Treasurer
[Signature Pages Continue]
LENDERS: BANK OF AMERICA, N.A.,
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individually as a Lender and in its capacity
as Administrative Agent
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President
BANK ONE, NA (main office, Chicago)
By: /s/ X. X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Director, Capital Markets
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Corporate Banking Officer
THE BANK OF NEW YORK
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Assistant Vice President
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
[Signature Pages Continue]
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: First Vice President and Senior Lender
ST. XXXXXXX BANK, F.S.B.
By: /s/ Xxxx X. Tans
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Name: Xxxx X. Tans
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ J. Xxxxx Xxxxxx
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Name: J. Xxxxx Xxxxxx
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXXXX & ILSLEY BANK
By: /s/ Xxx X. Xxxxxxx
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Name: Xxx X. Xxxxxxx
Title: Vice President
NATIONAL CITY BANK
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ W. Xxxxxx XxXxxxxxx
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Name: W. Xxxxxx XxXxxxxxx
Title: Duly Authorize Signatory
