EXCHANGE AGREEMENTExchange Agreement • July 7th, 2011 • School Specialty Inc • Wholesale-durable goods
___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Debentures (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with School Specialty, Inc., a Wisconsin corporation (the “Company”) on July ___, 2011 whereby the Holders will exchange (the “Exchange”) the Company’s 3.75% Convertible Subordinated Debentures due 2026 issued pursuant to the Indenture, dated as of November 22, 2006, between the Company and The Bank of New York Trust Company, N.A. (the “Existing Debentures”) for the Company’s 3.75% Convertible Subordinated Debentures due 2026 (the “New Debentures”) that will be issued pursuant to the Indenture, dated as of March 1, 2011 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as T
SECOND AMENDMENTSecond Amendment • July 7th, 2011 • School Specialty Inc • Wholesale-durable goods • North Carolina
This SECOND AMENDMENT (this “Amendment”) dated as of July 1, 2011 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., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).
