CONSENT
Exhibit 4.1
CONSENT
THIS CONSENT (this Consent) dated as of June 5, 2006, to the Credit Agreement referenced below, is by and among SCHOOL SPECIALTY, INC., a Wisconsin corporation (the Borrower), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent.
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 Amended and Restated Credit Agreement (as amended, modified, supplemented and extended, the Credit Agreement) dated as of February 1, 2006 by and among the Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent; and
WHEREAS, the Borrower has requested a consent under the Credit Agreement and the Required Lenders have consented 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. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.
2. Consent. The Required Lenders hereby agree that for purposes of calculating the financial covenants in Section 8.11 and determining the Applicable Rate, commencing with the fiscal quarter ended on or about April 29, 2006, Consolidated EBITDA shall be increased by up to $5.6 million in costs actually incurred by the Borrower and its Subsidiaries in its second, third and fourth fiscal quarters of 2006 related to the integration of the acquired operations of Delta Education LLC
3. Conditions Precedent. This Consent shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of this Consent executed by the Borrower, the Guarantors and the Required Lenders.
4. 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.
5. Reaffirmation of Representations and Warranties. Each Loan Party represents and warrants that each representation and warranty set forth in the Loan Documents is true and correct in all material respects as of the date hereof (except those that expressly relate to an earlier period).
6. Reaffirmation of Security Interests. Each Loan Party (i) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (ii) agrees that this Consent shall in no manner impair or otherwise adversely effect any of the Liens granted in or pursuant to the Loan Documents.
7. Reaffirmation of Guaranty. Each of the Guarantors (i) acknowledges and consents to all of the terms and conditions of this Consent, (ii) affirms all of its obligations under the Loan Documents and
(iii) agrees that this Consent and all documents executed in connection herewith do not operate to reduce or discharge such Guarantors obligations under the Loan Documents.
8. Counterparts. This Consent 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 Consent to produce or account for more than one such counterpart.
9. Governing Law. This Consent 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 North Carolina.
[SIGNATURE PAGES FOLLOW]
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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. 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 CALIFONE INTERNATIONAL, INC., a Delaware corporation DELTA EDUCATION, LLC, A DELAWARE LIMITED LIABILITY COMPANY | |||
By: | /s/ Mary M. Kabacinski | |||
Name: | Mary M. Kabacinski | |||
Title: | Treasurer |
[SIGNATURE PAGES CONTINUE]
ADMINISTRATIVE AGENT
AND | COLLATERAL AGENT: |
BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent | ||||
By: | /s/ Anthea Del Bianco | |||
Name: | Anthea Del Bianco | |||
Title: | Vice President | |||
LENDERS: | BANK OF AMERICA, N.A., AS A LENDER, L/C ISSUER AND SWING LINE LENDER | |||
By: | /s/ J. Casey Cosgrove | |||
Name: | J. Casey Cosgrove | |||
Title: | Vice President | |||
SUNTRUST BANK | ||||
By: | /s/ Robert Bugbee | |||
Name: | Robert Bugbee | |||
Title: | Director | |||
HARRIS N.A. | ||||
By: | /s/ Ronald V. Redd | |||
Name: | Ronald V. Redd | |||
Title: | Vice President | |||
M&I MARSHALL & ILSLEY BANK | ||||
By: | /s/ Leo D. Freeman | |||
Name: | Leo D. Freeman | |||
Title: | Vice President | |||
JPMORGAN CHASE BANK, N.A. | ||||
By: | /s/ Sabir A. Hashmy | |||
Name: | Sabir A. Hashmy | |||
Title: | Vice President | |||
CHARTER ONE BANK, N.A. | ||||
By: | /s/ Mary Ann Klemm | |||
Name: | Mary Ann Klemm | |||
Title: | Vice President |
[SIGNATURE PAGES CONTINUE]
U.S. BANK NATIONAL ASSOCIATION | ||||
By: | /s/ Karen E. Weathers | |||
Name: | Karen E. Weathers | |||
Title: | Vice President | |||
ALLIED IRISH BANKS, P.L.C. | ||||
By: | /s/ Roisin OConnell | |||
Name: | Roisin OConnell | |||
Title: | Vice President | |||
ALLIED IRISH BANKS, P.L.C. | ||||
By: | /s/ Margaret Brennan | |||
Name: | Margaret Brennan | |||
Title: | Senior Vice President | |||
ASSOCIATED BANK, NATIONAL ASSOCIATION | ||||
By: | /s/ Stephen E. Pasowicz | |||
Name: | Stephen E. Pasowicz | |||
Title: | Vice President | |||
ST. FRANCIS BANK | ||||
By: | /s/ Paul W. Jelacic | |||
Name: | Paul W. Jelacic | |||
Title: | Vice President | |||
FIFTH THIRD BANK | ||||
By: | /s/ Neil G. Mesch | |||
Name: | Neil G. Mesch | |||
Title: | Vice President | |||
THE BANK OF NEW YORK | ||||
By: |
| |||
Name: | ||||
Title: | ||||
OAK BROOK BANK | ||||
By: | /s/ Henry Wessel | |||
Name: | Henry Wessel | |||
Title: | Vice President |