0000950134-06-007264 Sample Contracts

AGREEMENT
Shareholder Agreement • April 13th, 2006 • MSD Capital L P • Wholesale-paper & paper products • Wisconsin

THIS AGREEMENT is made as of this 11th day of April, 2006 by and between School Specialty, Inc., a Wisconsin corporation (“SSI”) and MSD Capital, L.P., a Delaware limited partnership (together with its affiliates (other than portfolio companies of MSD which MSD does not control and other than Dell Inc. and its subsidiaries), “MSD”).

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