0001193125-08-042182 Sample Contracts

FIRST AMENDMENT
School Specialty Inc • February 29th, 2008 • Wholesale-durable goods • North Carolina

THIS FIRST AMENDMENT (this “Amendment”) dated as of December 3, 2007 to the Credit Agreement referenced below is by and among SCHOOL SPECIALTY, INC., a Wisconsin corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).

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AMENDMENT NO. 15 to RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • February 29th, 2008 • School Specialty Inc • Wholesale-durable goods • New York

THIS AMENDMENT NO. 15 (this “Amendment”) is entered into as of January 30, 2008 by and among New School, Inc., as Seller (“Seller”), School Specialty, Inc., as Servicer (“SSI”), Falcon Asset Securitization Company LLC (formerly known as Falcon Asset Securitization Corporation) (“Falcon”), the Financial Institutions party hereto, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as agent (the “Agent”).

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