AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 1, 2006 among SCHOOL SPECIALTY, INC. as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, M&I MARSHALL & ILSLEY BANK, as Syndication Agent SUNTRUST BANK and...Credit Agreement • March 9th, 2006 • School Specialty Inc • Wholesale-paper & paper products • North Carolina
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Total Leverage Ratio shall become effective as of the fifth Business Day immediately following the date a Compliance Certificate (together with the related financial statements required by Section 7.01(a) or Section 7.01(b), as applicable) is delivered pursuant to Section 7.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Tier VI shall apply as of the fifth Business Day after the date on which such Compliance Certificate was required to have been delivered and shall continue to apply until the first Business Day immediately following the date such Compliance Certificate is actually delivered. The Applicable Rate in effect from the Closing Date through the fifth Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(b) for the fiscal quarter ending January 28, 2006
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 9th, 2006 • School Specialty Inc • Wholesale-paper & paper products • North Carolina
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) dated as of February 1, 2006 is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the holders of the Secured Obligations referenced below.
PLEDGE AGREEMENTPledge Agreement • March 9th, 2006 • School Specialty Inc • Wholesale-paper & paper products • North Carolina
THIS PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of February 1, 2006 is by and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Collateral Agent”) for the holders of the Secured Obligations referenced below.
AMENDMENT NO. 12 to RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 9th, 2006 • School Specialty Inc • Wholesale-paper & paper products • New York
THIS AMENDMENT NO. 12 (this “Amendment”) is entered into as of January 15, 2006 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”).
