Common Contracts

2 similar Exchange Agreement contracts by School Specialty Inc

EXCHANGE AGREEMENT
Exchange 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

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EXCHANGE AGREEMENT
Exchange Agreement • February 24th, 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 February ___, 2011 whereby the Holder will exchange (the “Exchange”) the Company’s 3.75% Convertible Subordinated Debentures due 2026 (the “Existing Debentures”) for the Company’s new 3.75% Convertible Subordinated Debentures due 2026 (the “New Debentures”) that will be issued pursuant to the provisions of an Indenture to be dated as of March ___, 2011 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).

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