FORM OF AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 22nd, 2005 • School Specialty Inc • Wholesale-paper & paper products • North Carolina
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) dated as of August , 2005 is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the holders of the Secured Obligations referenced below.
FORM OF FOURTH AMENDMENTCredit Agreement • August 22nd, 2005 • School Specialty Inc • Wholesale-paper & paper products • North Carolina
THIS FOURTH AMENDMENT (this “Amendment”) dated as of August , 2005, to the Credit Agreement referenced below, is by and among SCHOOL SPECIALTY, INC., a Wisconsin corporation (the “Borrower”), the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto, the Lenders identified on the signature page hereto and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
BACK-UP INDEMNIFICATION AGREEMENTBack-Up Indemnification Agreement • August 22nd, 2005 • School Specialty Inc • Wholesale-paper & paper products • New York
BACK-UP INDEMNIFICATION AGREEMENT, dated as of August 19, 2005 (this “Agreement”), among Wicks Communications & Media Partners, L.P., a Delaware limited partnership (the “Fund”), Wicks Parallel (Limited) Partnership I, L.P. (the “Parallel Fund”), Gary Facente 2005 Irrevocable Trust (the “Trust”), David Cruise, Steven Korte (each such party being herein referred to individually as a “Party” and collectively as the “Parties”), and School Specialty, Inc., a Wisconsin corporation (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Acquisition Agreement (as defined below).
FORM OF TERM LOAN CREDIT AGREEMENT Dated as of August , 2005 among SCHOOL SPECIALTY, INC. as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and The Other Lenders...Term Loan Credit Agreement • August 22nd, 2005 • School Specialty Inc • Wholesale-paper & paper products • North Carolina
This TERM LOAN CREDIT AGREEMENT is entered into as of August , 2005 among SCHOOL SPECIALTY, INC., a Wisconsin corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.
