0001193125-05-139591 Sample Contracts

AMENDMENT NO. 9 to RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • July 8th, 2005 • School Specialty Inc • Wholesale-paper & paper products • New York

THIS AMENDMENT NO. 9 (“Amendment”) is entered into as of November 16, 2004 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, National Association (successor by merger to Bank One, N.A. (Main Office Chicago), as agent (the “Agent”).

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THIRD AMENDMENT
Third Amendment • July 8th, 2005 • School Specialty Inc • Wholesale-paper & paper products • North Carolina

THIS THIRD AMENDMENT (this “Amendment”) dated as of April 24, 2005, 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 on the signature page hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

AMENDMENT NO. 3 to RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • July 8th, 2005 • School Specialty Inc • Wholesale-paper & paper products • New York

THIS AMENDMENT NO. 3 (“Amendment”) is entered into as of April 20, 2005 by and between School Specialty, Inc., as Originator (“Originator”) and New School, Inc., as Buyer (“Buyer”),.

AMENDMENT NO. 10 and WAIVER to RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • July 8th, 2005 • School Specialty Inc • Wholesale-paper & paper products • New York

THIS AMENDMENT NO. 10 and WAIVER (this “Amendment”) is entered into as of April 20, 2005 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”).

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