0001193125-04-115500 Sample Contracts

AMENDMENT NO. 8 to RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • July 8th, 2004 • School Specialty Inc • Wholesale-paper & paper products • New York

THIS AMENDMENT NO. 8 (“Amendment”) is entered into as of March 31, 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 Bank One, NA (Main Office Chicago), as agent (the “Agent”).

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SECOND AMENDMENT
Second Amendment • July 8th, 2004 • School Specialty Inc • Wholesale-paper & paper products • New York

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.

Employment Agreement Amendment II Effective April 25, 2004
Employment Agreement • July 8th, 2004 • School Specialty Inc • Wholesale-paper & paper products

Both School Specialty, Inc., a Wisconsin corporation (the “Company”) and A. Brett Pulsipher (“Employee”) agree, by the below duly executed document, to the below Amendment to section I- Employment and Duties.

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