SECOND AMENDMENT

EX-4.7 2 dex47.htm AMENDMENT NO. 2 Amendment No. 2

EXHIBIT 4.7

 

SECOND AMENDMENT

 

THIS SECOND AMENDMENT (this “Amendment”) dated as of May 27, 2004, 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. The Credit Agreement is amended in the following respects, in each case effective as of April 25, 2004:

 

(a) In Section 7.02(c) of the Credit Agreement, the phrase “prior to the end of each fiscal year” is amended to read “within three (3) Business Days after the first quarterly board of directors meeting of each fiscal year (but in any event by no later than June 30 of each year)”.

 

(b) In Section 7.02(d) of the Credit Agreement, the phrase “within 30 days after the end of each fiscal year” is amended to read “within three (3) Business Days after the first quarterly board of directors meeting of each fiscal year (but in any event by no later than June 30 of each year)”.

 

2. Conditions Precedent. This Amendment shall be effective as of the date set forth above upon execution of this Amendment by the Loan Parties and the Required Lenders.

 

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 Liens. 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 Amendment shall in no manner impair or otherwise adversely effect any of the Liens granted in or pursuant to the Loan Documents.

 

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.

 

[Remainder of Page Intentionally Left Blank]

 

2


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

   

CALIFONE INTERNATIONAL, 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 Weathers


   

Name:

 

Karen Weathers

   

Title:

 

Vice President

   

LASALLE BANK, NATIONAL ASSOCIATION

   

By:

 

/s/ Jon R. Huitink


   

Name:

 

Jon R. Huitink

   

Title:

 

Assistant 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:

 

Managing Director, Capital Markets

   

HARRIS TRUST & SAVINGS BANK

   

By:

 

/s/ Ronald V. Webb


   

Name:

 

Ronald V. Webb

   

Title:

 

Vice President

   

NATIONAL CITY BANK OF MICHIGAN/ILLINOIS

   

By:

 

/s/ Tiffany Cozzolino


   

Name:

 

Tiffany Cozzolino

   

Title:

 

Vice President

 

[Signature Pages Continue]

 


ASSOCIATED BANK, N.A.

By:

 

/s/ Stephen E. Pasowicz


Name:

 

Stephen E. Pasowicz

Title:

 

Vice President, Corporate Banking

THE BANK OF NEW YORK

By:

 

/s/ Mark Wrigley


Name:

 

Mark Wrigley

Title:

 

Vice President

UNION BANK OF CALIFORNIA, N.A.

By:

 

/s/ Christine Davis


Name:

 

Christine Davis

Title:

 

Vice President

ST. FRANCIS BANK

By:

 

/s/ Paul W. Jelacil


Name:

 

Paul W. Jelacil

Title:

 

Vice President

BANK OF SCOTLAND

By:

 

/s/ Amena Nabi


Name:

 

Amena Nabi

Title:

 

Assistant Vice President