EXCHANGE AGREEMENTExchange 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”).
SCHOOL SPECIALTY, INC. 3.75% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2026 INDENTURE Dated as of March 1, 2011 The Bank of New York Mellon Trust Company, N.A.School Specialty Inc • February 24th, 2011 • Wholesale-durable goods • New York
INDENTURE dated as of March 1, 2011 between School Specialty, Inc., a Wisconsin corporation (“Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association (“Trustee”).
