0001193125-13-095145 Sample Contracts

GUARANTY AND SECURITY AGREEMENT
Patent Security Agreement • March 7th, 2013 • School Specialty Inc • Wholesale-durable goods • New York

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this day of , 20 , by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

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AMENDMENT NO. 1 TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Possession Credit Agreement • March 7th, 2013 • School Specialty Inc • Wholesale-durable goods

This AMENDMENT NO. 1 TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Amendment”) is entered into as of February 27, 2013, by and among WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), SCHOOL SPECIALTY, INC., a Wisconsin corporation (“Parent”), CLASSROOMDIRECT.COM, LLC, a Delaware limited liability company (“ClassroomDirect”), SPORTIME, LLC, a Delaware limited liability company (“Sportime”), DELTA EDUCATION, LLC, a Delaware limited liability company (“Delta Education”), PREMIER AGENDAS, INC., a Washington corporation (“Premier Agendas”), CHILDCRAFT EDUCATION CORP., a New York corporation (“Childcraft”), BIRD-IN-HAND WOODWORKS, INC., a New Jersey corporation (“Bird-In-Hand”), and CALIFONE INTERNATIONAL, INC., a Delaware corporation (“Califone”; Parent, ClassroomDirect, Sportime, Delta Education, Premier Agendas, Childcraft, Bird-In-Hand an

SECURITY AND PLEDGE AGREEMENT Dated as of February 27, 2013 among SCHOOL SPECIALTY, INC., CLASSROOMDIRECT.COM, LLC, DELTA EDUCATION, LLC, SPORTIME, LLC, CHILDCRAFT EDUCATION CORP., BIRD-IN-HAND WOODWORKS, INC., CALIFONE INTERNATIONAL, INC., and...
Security and Pledge Agreement • March 7th, 2013 • School Specialty Inc • Wholesale-durable goods • New York

This SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is dated as of February 27, 2013 and entered into by and among SCHOOL SPECIALTY, INC., a Wisconsin corporation (“School Specialty” or the “Administrative Borrower”), which is a debtor and debtor-in-possession in a case pending in the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, each of CLASSROOMDIRECT.COM, LLC, a Delaware limited liability company, DELTA EDUCATION, LLC, a Delaware limited liability company, SPORTIME, LLC, a Delaware limited liability company, CHILDCRAFT EDUCATION CORP., a New York corporation, BIRD-IN-HAND WOODWORKS, INC., a New Jersey corporation, CALIFONE INTERNATIONAL, INC., a Delaware corporation, and PREMIER AGENDAS, INC., a Washington corporation (collectively, the “Subsidiary Borrowers” and, together with the Administrative Borrower, the “Borrowers”), each of which is a debtor and debtor-in-possession in a case pending in the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, SELECT AGENDA

DEBTOR-IN-POSSESSION CREDIT AGREEMENT by and among WELLS FARGO CAPITAL FINANCE, LLC
Possession Credit Agreement • March 7th, 2013 • School Specialty Inc • Wholesale-durable goods • New York

THIS DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”), is entered into as of January 31, 2013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, and GE CAPITAL MARKETS, INC., a Delaware corporation, as co-lead arrangers (in such capacities, together with their successors and assigns in such capacities, the “Co-Lead Arrangers”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, and GE CAPITAL MARKETS, INC., a Delaware corporation, as joint book runners (in such capacities, together with their successors and assigns

SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of February 27, 2013 among SCHOOL SPECIALTY, INC., CLASSROOMDIRECT.COM, LLC, DELTA EDUCATION, LLC, SPORTIME, LLC, CHILDCRAFT EDUCATION CORP., BIRD-IN-HAND WOODWORKS, INC.,...
Credit Agreement • March 7th, 2013 • School Specialty Inc • Wholesale-durable goods • New York

This Senior Secured Super Priority Debtor-in-Possession Credit Agreement is dated as of February 27, 2013, and is entered into by and among School Specialty, Inc., a Wisconsin corporation (“School Specialty” or the “Administrative Borrower”), each of ClassroomDirect.com, LLC, a Delaware limited liability company, Delta Education, LLC, a Delaware limited liability company, Sportime, LLC, a Delaware limited liability company, Childcraft Education Corp., a New York corporation, Bird-in-Hand Woodworks, Inc. a New Jersey corporation, Califone International, Inc. a Delaware corporation, and Premier Agendas, Inc., a Washington corporation (collectively, the “Subsidiary Borrowers” and, together with the Administrative Borrower, the “Borrowers”), Select Agendas, Corp., a Nova Scotia unlimited liability company, Frey Scientific, Inc. and Sax Arts & Crafts, Inc., each a Delaware corporation, each as a Guarantor, each Subsidiary of the Administrative Borrower (other than the Subsidiary Borrowers)

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