SEVENTH AMENDMENT TO
THIS SEVENTH AMENDMENT TO LOAN AGREEMENT (this Amendment) is entered into as of October 28, 2019, by and among SCHOOL SPECIALTY, INC., a Delaware corporation (Company), CLASSROOMDIRECT.COM, LLC, a Delaware limited liability company (Classroom), SPORTIME, LLC, a Delaware limited liability company (Sportime), DELTA EDUCATION, LLC, a Delaware limited liability company (Delta), PREMIER AGENDAS, LLC, a Delaware limited liability company (as successor in interest to Premier Agendas, Inc., a Washington corporation, Premier), CHILDCRAFT EDUCATION, LLC, a Delaware limited liability company (as successor in interest to Childcraft Education Corp., a New York corporation, Childcraft), BIRD-IN-HAND WOODWORKS, LLC, a Delaware limited liability company (as successor in interest to Bird-In-Hand Woodworks, Inc., a New Jersey Corporation, Bird), CALIFONE INTERNATIONAL, LLC, a Delaware limited liability company (as successor in interest to Califone International, Inc., a Delaware corporation, Califone), SSI GUARDIAN, LLC, a Delaware limited liability company (SSI, and together with Classroom, Sportime, Delta, Premier, Childcraft, Bird and Califone collectively, Subsidiary Borrowers and each, individually, a Subsidiary Borrower), the Lenders party hereto, and BANK OF AMERICA, N.A., as agent for the Lenders (in such capacity, Agent).
WHEREAS, Company, Subsidiary Borrowers from time to time party thereto, Agent, and the Lenders from time to time party thereto are parties to that certain Loan Agreement, dated as of June 11, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the Loan Agreement); and
WHEREAS, Company has requested that Agent and the Lenders amend the Loan Agreement as set forth herein, and Agent and the Lenders party hereto have agreed to the foregoing, on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement.
2. Amendment to Loan Agreement. Subject to the satisfaction of the conditions set forth in Section 5 below and in reliance upon the representations and warranties of Borrowers and the Guarantors party hereto set forth in Section 6 below, the Loan Agreement is amended to extend the required delivery date of the unaudited financial statements of the Company and its Subsidiaries with respect to the month ended September 30, 2019 required pursuant to clause (c) of Section 10.1.2 of the Loan Agreement from