200,000,000 AGGREGATE PRINCIPAL AMOUNT SCHOOL SPECIALTY, INC. DUE 2026 Resale Registration Rights Agreement dated November 22, 2006Resale Registration Rights Agreement • November 22nd, 2006 • School Specialty Inc • Wholesale-durable goods • New York
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of November 22, 2006, among School Specialty, Inc., a Wisconsin corporation (together with any successor entity, herein referred to as the “Company”), Banc of America Securities LLC as representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined below). To the extent that there are no additional Initial Purchasers under the Purchase Agreement other than Banc of America Securities LLC, the terms Representative and Initial Purchasers as used herein shall mean Banc of America Securities LLC, as Initial Purchaser. The terms Representative and Initial Purchasers shall mean either the singular or plural as the context requires.
175,000,000 AGGREGATE PRINCIPAL AMOUNT SCHOOL SPECIALTY, INC.Purchase Agreement • November 22nd, 2006 • School Specialty Inc • Wholesale-durable goods • New York
School Specialty, Inc., a Wisconsin corporation (the “Company”), proposes to issue and sell to the purchasers named in Schedule A (the “Initial Purchasers”) $175,000,000 in aggregate principal amount of its 3.75% Convertible Subordinated Debentures due 2026 (the “Firm Debentures”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional $25,000,000 in aggregate principal amount of its 3.75% Convertible Subordinated Debentures due 2026 (the “Optional Debentures” and, together with the Firm Debentures, the “Debentures”). Banc of America Securities LLC (“BAS”) has agreed to act as representative of the several Initial Purchasers (in such capacity, the “Representatives”) in connection with the offering and sale of the Debentures. To the extent that there are no additional Initial Purchasers listed on Schedule I other than you, the terms Representatives and Initial Purchasers as used herein shall mean you, as Initial Purchasers. The terms Rep
