SCHOOL SPECIALTY INC (Form: 10-K, Received: 08/07/2013 16:11:33)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the fiscal year ended April 27, 2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-24385

SCHOOL SPECIALTY, INC.

(Exact name of Registrant as specified in its charter)


Delaware		39-0971239
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

W6316 Design Drive
Greenville, Wisconsin		54942
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (920) 734-5712

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
None		None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company þ

(Do not check if smaller

reporting company)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The aggregate market value of the voting stock held by nonaffiliates of the Registrant, as of October 27, 2012, was approximately $34,330,319. As of June 12, 2013, there were 1,000,004 shares of the Registrant’s common stock outstanding.

PART I

Item 1.

Business

Unless the context requires otherwise, all references to “School Specialty,” the “Company,” “we” or “our” refer to School Specialty, Inc. and its subsidiaries. Our fiscal year ends on the last Saturday in April of each year. In this Annual Report on Form 10-K (“Annual Report”), we refer to fiscal years by reference to the calendar year in which they end (e.g., the fiscal year ended April 27, 2013 is referred to as “fiscal 2013”).

Bankruptcy Filing

On January 28, 2013, School Specialty, Inc. and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The cases (the “Chapter 11 Cases”) were jointly administered as Case No. 13-10125 (KJC) under the caption “In re School Specialty, Inc., et al.” The Debtors continued to operate their business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and orders of the Bankruptcy Court. The Company’s foreign subsidiaries were not part of the Chapter 11 Cases.

On May 23, 2013, the Bankruptcy Court entered an order confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the “Reorganization Plan”), and a corrected copy of such order was entered by the Bankruptcy Court on June 3, 2013. The Reorganization Plan, which is described in additional detail below, became effective on June 11, 2013 (the “Effective Date”). Pursuant to the Reorganization Plan, on the Effective Date, the Company’s existing credit agreements, outstanding convertible subordinated debentures, equity plans and certain other agreements were cancelled. In addition, all outstanding equity interests of the Company that were issued and outstanding prior to the Effective Date were cancelled on the Effective Date. Also on the Effective Date, in accordance with and as authorized by the Reorganization Plan, the Company reincorporated in Delaware and issued a total of 1,000,004 shares of Common Stock of the reorganized Company to holders of certain allowed claims against the Debtors in exchange for such claims. As of June 12, 2013, there were 60 record holders of the new common stock of the reorganized Company issued pursuant to the Reorganization Plan.

The Reorganization Plan

General

The Reorganization Plan generally provided for the payment in full in cash on or as soon as practicable after the Effective Date of specified claims, including:

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All claims (the “DIP Financing Claims”) under the Debtor-in-Possession Credit Agreement (the “ABL DIP Agreement”) by and among Wells Fargo Capital Finance, LLC (as Administrative Agent, Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner) and GE Capital Markets, Inc. (as Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner and Syndication Agent), General Electric Capital Corporation (as syndication agent), the lenders party to the ABL DIP Facility (as defined below), and the Company and certain of its subsidiaries;

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Certain pre-petition secured claims;

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All claims relating to the costs and expenses of administering the Chapter 11 Cases; and

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All priority claims.

In addition, the Reorganization Plan generally provides for the treatment of allowed claims against, and equity interests in, the Debtors as follows:

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The lenders under the Senior Secured Super Priority Debtor-in-Possession Credit Agreement (the “Ad Hoc DIP Agreement”) by and among the Company, certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent and the lenders party thereto were entitled to receive (i) cash in an approximate amount of $98.3 million, and (ii) 65% of the common stock of the reorganized Company;

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Each holder of an allowed general unsecured claim is entitled to receive a deferred cash payment equal to 20% of such allowed claim, plus interest, on the terms described in the Reorganization Plan;

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Each holder of an unsecured claim arising from the provision of goods and/or services to the Debtors in the ordinary course of its pre-petition trade relationship with the Debtors, with whom the reorganized Debtors continue to do business after the Effective Date, is entitled to receive a deferred cash payment equal to 20% of such claim, plus interest, on the terms described in the Reorganization Plan. Such holders may increase their percentage recoveries to 45%, plus interest, by electing to provide the reorganized Debtors with customary trade terms for a specified period, as described in the Reorganization Plan;

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Each holder of the Company’s 3.75% Convertible Subordinated Debentures due 2026, as further described elsewhere in this report, received its pro rata share of 35% of the common stock of the reorganized Company;

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Each holder of an allowed general unsecured claim or allowed trade unsecured claim of $3,000 or less, or any holder of a general unsecured claim or trade unsecured claim in excess of $3,000 that agreed to voluntarily reduce the amount of its claim to $3,000 under the terms described in the Reorganization Plan, was entitled to receive a cash payment equal to 20% of such allowed claim on or as soon as practicable after the Effective Date; and

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Holders of equity interests in the Company prior to the Effective Date, including claims arising out of or with respect to such equity interests, were not entitled to receive any distribution under the Reorganization Plan.

Exit Facilities

As of the Effective Date, the Debtors closed on the exit credit facilities, the proceeds of which were or will be, among other things, used to (i) pay in cash the DIP Financing Claims, to the extent provided for in the Reorganization Plan, (ii) make required distributions under the Reorganization Plan, (iii) satisfy certain Reorganization Plan-related expenses, and (iv) fund the reorganized Company’s working capital needs. The terms of the exit credit facilities are described under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, below.

Equity Interests

As mentioned above, all shares of the Company’s common stock outstanding prior to the Effective Date were cancelled and extinguished as of the Effective Date. In accordance with the Reorganization Plan, on the Effective Date, the reorganized Company issued the new common stock, subject to dilution pursuant to the Management Incentive Plan (as defined and described below). The Company issued 1,000,004 shares of new common stock on the Effective Date pursuant to the Reorganization Plan, which constitutes the total number of shares of new common stock outstanding immediately following the Effective Date, subject to dilution pursuant to the Management Incentive Plan.

On the Effective Date, equity interests in the Company’s U.S. subsidiaries were deemed cancelled and extinguished and of no further force and effect, and each reorganized subsidiary was deemed to issue and

distribute the new subsidiary equity interests. The ownership and terms of such new subsidiary equity interests in the reorganized subsidiaries are the same as the ownership and terms of the equity interests in these subsidiaries immediately prior to the Effective Date, except as otherwise provided in the Reorganization Plan.

Reincorporation in Delaware; Amendments to Articles of Incorporation

On the Effective Date, the Company was reincorporated as a Delaware corporation. Prior to the Effective Date, the Company caused a new wholly owned subsidiary to be formed in Delaware. On the Effective Date, the Company entered into a plan of merger with the Delaware subsidiary, providing for the Company to merge with and into the Delaware subsidiary, so that the Company’s separate corporate existence as a Wisconsin corporation ceased and the Delaware subsidiary was the surviving corporation. The certificates of incorporation of the reorganized Company and its reorganized subsidiaries were amended to be consistent with the provisions of the Reorganization Plan and the Bankruptcy Code, including the prohibition of issuance of nonvoting equity securities only for so long as, and to the extent that, the issuance of nonvoting equity securities is prohibited by the Bankruptcy Code. The reorganized Company was authorized to issue the new common stock for distribution in accordance with the terms of this Reorganization Plan and the amended certificate of incorporation without the need for any further corporate or shareholder action.

Appointment of Senior Executive Officers and Directors

Pursuant to the Reorganization Plan, on the Effective Date, the terms of the directors and managers of the board of directors or board of managers of the Debtors expired and such directors and managers were deemed removed from such boards. The initial board of directors of the reorganized Company is comprised of four members, including:

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Michael P. Lavelle, the Company’s Chief Executive Officer; and

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Three directors, including Madhu Satyanarayana, Justin Lu and James R. Henderson, as designated by the three largest lenders under the Ad Hoc DIP Agreement.

All of the other lenders under the Ad Hoc DIP Agreement had the right to designate an additional director under the Reorganization Plan. These lenders determined not to exercise their right, and have requested that the board of directors designate the additional director at its discretion.

On the Effective Date, the officers of each of the reorganized Company and subsidiaries were appointed in accordance with the provisions of the new organizational documents.

On July 22, 2013 the Company entered into a Transition and Separation Agreement and Mutual General Release (the “Transition Agreement”) with Mr. Lavelle, pursuant to which Mr. Lavelle resigned as President and Chief Executive Officer of the Company, and as a member of the board of directors of the Company, effective as of such date after August 2, 2013 as determined by the board of directors, but not later than September 1, 2013. The effective date is expected to be August 9, 2013. As discussed in more detail in Item 10, Directors, Executive Officers and corporate Governance, because of the resignation of Mr. Lavelle, the board of directors appointed James R. Henderson to serve as interim Chief Executive Officer of the Company.

Restructuring

The Reorganization Plan provided as soon as reasonably practicable after the Effective Date, that the reorganized Company and subsidiaries may simplify and rationalize their corporate structures by eliminating certain entities deemed no longer essential. As of the date hereof, the Company has not eliminated any such entities.

Management Incentive Plan

The Reorganization Plan provides that, following the Effective Date, the board of directors of the reorganized Company will determine the terms of an incentive plan (a “Management Incentive Plan”) permitting the reorganized Company to grant participating employees, officers and directors of the reorganized Company shares of common stock of the reorganized Company and/or options to acquire shares of common stock, and/or to provide such participating employees, officers and directors with such other consideration, including cash bonuses, as the new board of directors may determine.

Company Overview

School Specialty is a leading education company serving the pre-kindergarten through twelfth grade (“preK-12”) market with innovative and value-added instructional solutions that address a broad spectrum of educational needs, from basic school supplies to standards-based curriculum solutions. The Company offers its products through two operating groups: Accelerated Learning and Educational Resources. Accelerated Learning provides core and supplemental curriculum programs that help educators deepen students’ subject matter understanding and accelerate the speed of learning. This group intends to expand its portfolio of instructional programs, combining print-based and digital instructional and assessment tools to deliver value to educators and build competitive advantages in the marketplace. We believe the Educational Resources group offers educators the broadest range and deepest assortment of basic school supplies, supplemental learning products, classroom equipment and furniture available from a single supplier. That positioning creates competitive advantages in the ability to aggregate products and deliver materials in cross curricular and educational category kits. The group further differentiates itself through proprietary product development activities that result in innovative approaches to early childhood and student learning.

Across both groups, we reach our customers through a sales force of approximately 497 professionals, 8.9 million catalogs, and our proprietary e-commerce websites. In fiscal 2013, we believe we sold products to approximately 70% of the estimated 130,000 schools in the United States and we believe we reached a majority of the 3.8 million teachers in those schools. For fiscal 2013 we generated revenues of $675.0 million.

The following is a more complete description of our two operating groups, or segments. Financial information about our segments, as well as geographic information, is included in Note 16 under Item 8, Financial Statements and Supplementary Data.

Accelerated Learning Segment. Our Accelerated Learning segment is a preK-12 curriculum-based publisher of proprietary and nonproprietary products and services supporting the following areas:

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Science

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Math

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Reading and Math Intervention

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Planning and Student Development

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Coordinated School Health

Products in our Accelerated Learning segment are typically sold to teachers, curriculum specialists and other educators with direct responsibility for advancing student outcomes.

Accelerated Learning develops standards-based curriculum products, supplemental curriculum materials, instructional programs and student assessment tools. Its offerings are both comprehensive and targeted to address specific learning needs, drive improved student performance, engage learners and accelerate the learning process. A team of more than 50 product development associates create and work with an impressive stable of outside developers, authors, co-publishing strategic partners and consultants to develop educational products and solutions that satisfy curriculum standards and improve classroom teaching effectiveness.

Our product portfolio is guided by K-12 curriculum standards, which can vary by state, but there is a consistency that allows for the creation of nationally marketed programs with the occasional customized development of state-specific curriculum solutions. We believe our Accelerated Learning operating segment provides a broad collection of educational programs that effectively combines supplemental curriculum solutions, academic planning and organization, inquiry based (hands-on) learning, comprehensive learning kits, extensive performance assessments, and consultant-led or web-delivered teacher training.

Our Accelerated Learning segment product lines include Premier Agendas ^TM , Delta Education ^® , FOSS ^® , CPO Science ^TM , Frey Scientific ^® , Educator’s Publishing Service ^® , Academy of Reading ^® , Wordly Wise 3000 ^® , ThinkMath! ^TM , Making Connections ^® , S.P.I.R.E. ^® and SPARK ^® . Our Accelerated Learning products and services accounted for approximately 26% of our revenues in fiscal 2013.

Educational Resources Segment. Our Educational Resources segment provides supplemental educational materials to educators in the preK-12 market. Products include a comprehensive line of everyday consumables and instructional materials and furniture and equipment. Educational Resources products are marketed using a category management structure that focuses on customer segments within three primary product categories: Administrator, Educator and Furniture.

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The Administrator category offers basic classroom supplies, office products, janitorial and sanitation supplies, school equipment, technology products and paper.

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The Educator category includes supplemental learning materials, teaching resources, art supplies, early childhood products, physical education equipment and special needs equipment and classroom technology.

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The Furniture category includes classroom furniture, library furniture, cafeteria furniture, office furniture, fixed furniture such as bleachers and lockers, as well as construction and project management services.

We believe Educational Resources offers the broadest range and deepest assortment of basic school supplies, supplemental learning products, classroom equipment and furniture available from a single supplier. It also differentiates its offerings through proprietary product development that results in innovative instructional tools and service solutions for the education marketplace. Its ability to provide offerings across a broad range of educational categories, aggregate school purchases, and offer a suite of value-added professional services helps save school administrators’ time and money by providing solutions to supply chain issues, back-to-school logistics and construction management services.

Educational Resources products include both proprietary branded products and national brands. The segment’s well-known proprietary brands include Education Essentials ^® , Sportime ^® , Childcraft ^® , Sax ^® Arts & Crafts, Califone ^® , abc ^® , Abilitations ^® , School Smart ^® , Classroom Select ^® and Projects by Design ^® . Educational Resources products and services accounted for approximately 74% of our revenues for fiscal 2013.

School Specialty, Inc., founded in October 1959, was acquired by U.S. Office Products in May 1996. In June 1998, School Specialty was spun-off from U.S. Office Products in a tax-free transaction. In August 2000, we reincorporated from Delaware to Wisconsin. In accordance with the Reorganization Plan, in June 2013, the Company was reincorporated in Delaware. Our principal offices are located at W6316 Design Drive, Greenville, Wisconsin 54942, and our telephone number is (920) 734-5712. Our general website address is www.schoolspecialty.com . You may obtain, free of charge, copies of this Annual Report on Form 10-K as well as our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K (and amendments to those reports) filed with, or furnished to, the Securities Exchange Commission as soon as reasonably practicable after we have filed or furnished such reports by accessing our website at http://www.schoolspecialty.com , selecting “Investors” and then selecting the “SEC Filings” link. Information contained in any of our websites is not deemed to be a part of this Annual Report.

Industry Overview

The United States preK-12 education market is a large industry that has historically exhibited attractive and stable growth characteristics, despite fluctuations in the U.S. economy. For example, during the recessions of 1981-1983, 1991-1992 and 2001-2002, preK-12 education funding in the United States grew at compound annual growth rates (“CAGRs”) of 5.3%, 5.0% and 4.7%, respectively. However, the significant downturn in the general economy from 2008 through 2013 has had a major impact on all sectors of the economy, including education.

Public education funding for school districts with over 15,000 students typically comes from three major sources: state funding which provides about 47%, local funding which provides about 43% and federal funding which provides about 10%. The ongoing pressure on state budgets has negatively impacted school funding and, in turn, school spending has been much more severely affected than in prior recessions. In addition, local tax revenues have been dramatically affected by lower property tax receipts, further restricting educational spending.

Over the long term, we expect total educational expenditures (excluding capital outlays and interest on debt) to stabilize and then rise when state and local funding returns to more normalized levels. While recent macroeconomic events have created an unprecedented reduction in school budgets, spending per student and student enrollment are the two primary drivers of future education expenditures, and each is predicted to rise over the next nine years. According to the National Center for Education Statistics, public and private preK-12 enrollment is projected to rise from 54.9 million in 2012-13 school year to 57.9 million by the 2020-21 school year. Total public school enrollment is projected to increase each year from 2013 to 2020.

Our focus within the United States preK-12 education market is on supplemental educational products, equipment and standards-based curriculum in targeted subject areas. Our customers are teachers, curriculum specialists, individual schools and school districts who purchase products and instructional solutions for school and classroom use. We estimate that our addressable market for supplemental educational products, equipment and curriculum has generally tracked education funding and currently is approximately $6 billion to $7 billion.

The supplemental educational products and equipment market is highly fragmented with over 3,000 retail and wholesale companies providing products and equipment, a majority of which are family- or employee-owned, regional companies that generate annual revenues under $10 million. The standards-based curriculum market is highly competitive and School Specialty competes with several large, well-known education companies as well as smaller, niche companies. Curriculum purchases are heavily influenced by state-adoption calendars and open territory states, which are those states that do not follow adoption calendars.

We believe the increasing customer demands for single source suppliers, prompt order fulfillment and competitive pricing are acting as catalysts for industry consolidation. In addition, we believe these factors are more important in today’s economic environment, since school districts are moving toward increased centralization of their purchasing decision-making. This includes an increasing portion of school spending that is done through large purchasing cooperatives. We believe these changes should drive growth in the demand for curriculum- and age-focused instructional and educational products. We believe that in the long-term, these industry trends will have a favorable competitive impact on our business, and that we are well positioned to utilize our operational capabilities, recognized brands, respected educational content and curriculum development expertise, and broad product offering to meet evolving customer demands.

Recent Acquisitions

We have acquired two businesses since fiscal 2008:

Fiscal 2011

Telex. On April 4, 2011, we completed the acquisition of a portion of the operating assets of Telex, a division of Bosch Security Systems, Inc., for an aggregate purchase price of $0.4 million. The assets acquired relate to Telex’s distribution of headphones, earphones, headsets, and their replaceable cords used in the education marketplace. The earphone and headphone models acquired included the Discovery, Odyssey, Explorer and 610 models. This business has been integrated into the Company’s Califone business unit within the Educational Resources segment.

Fiscal 2010

AutoSkill International, Inc. On August 19, 2009, we completed the acquisition of AutoSkill International, Inc. (“AutoSkill”) for an aggregate purchase price of $12 million. AutoSkill is a leading education technology company that provides educators with reading and math intervention solutions for struggling students. This business has been integrated into the Company’s Educator’s Publishing Service business within the Accelerated Learning segment.

Competitive Strengths

We attribute our strong competitive position to the following key factors:

A Market Leader in Fragmented Industry. We are one of the largest providers of supplemental educational products and equipment to the preK-12 education markets in the United States and Canada. Within our industry, there are over 3,000 retail and wholesale competitors, a majority of which are family or employee-owned, regional companies that generate annual revenues under $10 million. We believe that our scale and scope of operations relative to our education competitors provide several competitive advantages, including a broader product offering, advantageous purchasing power, a national distribution network and the ability to manage the seasonality and peak shipping requirements of the school purchasing cycle.

Largest Product Offering and Premier Brands . With over 75,000 items ranging from classroom supplies, furniture and playground equipment, and standards-based curriculum solutions, we believe we are the only national provider of a broad range of supplemental educational products and equipment to meet substantially all of the needs of schools and teachers in the preK-12 education market. Our breadth of offerings creates opportunities to repurpose or repackage traditional supplemental materials with supplemental curriculum solutions into kits or groups of related items that our customers value. In addition, we believe we have many of the most established brands in the industry that are recognized by educators across the country, with some brands more than 100 years old. We believe that the brand loyalty our products enjoy represents a significant competitive advantage. In addition, approximately 40% of our revenues are derived from our proprietary products, many of which are curriculum-based, which typically generate higher margins than our non-proprietary products.

Strong Customer Reach and Relationships. We have developed a highly integrated, three-tiered sales and marketing approach which we believe provides us with an unparalleled ability to reach teachers and curriculum specialists as well as school district and individual school administrators. We reach our customers through the industry’s largest sales force of approximately 497 professionals, catalog mailings and our proprietary e-commerce websites. In fiscal 2013, we estimate that we sold products to approximately 70% of the estimated 130,000 schools in the United States and reached a majority of the 3.8 million teachers in those schools. We utilize our extensive customer databases to selectively target the appropriate customers for our catalog offerings. Additionally, we have invested heavily in the development of our e-commerce websites, which provide broad product offerings and which we believe generate higher internet sales than many of our education competitors. Revenues derived directly from internet sales, which were approximately 21.3% of our sales in fiscal 2013 compared to less than 17% of our sales in fiscal 2009, have increased as more school districts and teachers go online to order supplies.

Highly Diversified Business Mix. Our broad product portfolio and geographic reach minimize our concentration and exposure to any one school district, state, product or supplier. In fiscal 2013, our top 10 school district customers collectively accounted for less than 10% of revenues and our customers within any one state collectively accounted for less than 10% of revenues. For the same period, our top 100 products accounted for less than 11% of revenues. Products from our top 10 suppliers generated less than 21% of revenues in fiscal 2013. We believe this diversification somewhat limits our exposure to state and local funding cycles and to product demand trends.

Strong Repeat Business. Over 70% of our revenues are generated from the sale of consumable products, which typically need to be replaced each school year. We continue to maintain strong relationships with schools, school districts and other customers and believe our customer retention rate is over 90% in a highly competitive business.

Strong Cost Controls and Focus on Working Capital. Despite our revenue declines in recent years, we believe our focus on cost reductions and aggressive management of working capital, are positioning the Company to capitalize on future revenue growth when the economy and school funding return to more normal levels. We continue to focus on growing revenues within our Accelerated Learning and Educational Resources segments, increasing our mix of proprietary products and improving our operations. We also enjoy highly predictable working capital cycles.

Focus on Growth Opportunities through Transformation Initiatives and Partnerships. In addition, we believe we have multiple long term revenue growth and margin improvement opportunities, including enhancing our sales efforts in under-penetrated states, expanding our private-label business, further developing our educational curriculum and technology offerings, increasing sourcing from overseas, optimizing direct marketing operations, increasing supply chain efficiency and expanding our product line through strategic extensions. We are actively pursuing partnering opportunities for content development and distribution. We also believe our movement toward organizing around product and customer categories has better synchronized our go-to-market strategies, product development efforts and supplier relationships.

Growth Strategy

We are in the process of implementing a strategy to turnaround the Company and are focused on four immediate priorities and objectives:

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Targeting investments that will best capitalize on growth opportunities and increase EBITDA;

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Building product management and marketing capabilities to transform the organization;

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Identifying and exiting product lines with inadequate returns; and

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Driving a change in culture that focuses on accountability and organic growth.

The Company’s long term initiatives are intended to enhance organic growth, improve margins, and evaluate capital investments and allocation. Those initiatives are based on five major themes, including:

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Improving product management and market focus;

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Optimizing our business;

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Improving the customer experience;

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Expanding into new markets; and

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Improving communication.

Organic Growth. We are focused on growing revenues and profits from our existing product lines and possible line extensions. We are cautiously optimistic that schools are at or near the bottom of funding levels. As schools begin the slow return to more normalized spending we plan to increase our share of this spending and organically grow our revenues in the long-term by:

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Optimizing product quality and market focus within the higher margin business;

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Unifying and aligning our marketing efforts;

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Enhancing the usability of our website and our web-based marketing initiatives;

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Developing new curriculum, supplemental learning and technology solutions in response to industry trends and educator needs;

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Increasing our focus and selling resources in under-penetrated states and districts; and

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Seeking new channels for growth, such as expanding our relationships with both large purchasing cooperatives, third party internet resources and international partners.

Margin Improvement. As we grow our revenues, we plan to increase margins by:

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Continuing to expand our private label business through the introduction of new products;

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Increasing the efficiency and speed of delivery for products sourced from low-cost, overseas manufacturers;

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Improving efficiencies of our supply chain activities, and driving overall efficiencies through our company-wide, lean-based process improvement program;

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Evaluating the benefits of consolidation of distribution centers and eliminating of redundant expenses; and

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Utilizing our purchasing scale to negotiate favorable supplier terms and conditions.

Evaluation of Capital Investment and Allocation: We are in the process of a major review of all of our product lines and businesses to determine those with unacceptable or inadequate profitability, while simultaneously analyzing the appropriate solution to maximize our returns, either from disposition or further capital investment. We expect to finalize this analysis by the end of fiscal 2014.

Product Lines

We market two broad categories of supplemental educational products and equipment: Accelerated Learning products and Educational Resources products. Our Accelerated Learning products enrich our Educational Resources product offering and create opportunities to cross merchandise our Accelerated Learning products, many of which are proprietary, to our Educational Resources customers.

Our Accelerated Learning offerings are focused in the following areas:

Planning and Student Development: We believe we are the largest provider of planning and student development content in the United States and Canada, which is delivered through student agendas. Our offerings are focused on developing better personal, social and organizational skills, as well as serving as an effective tool for students and parents to track and monitor their daily activities, assignments and achievements. Many of our agendas are customized at the school level to include each school’s academic, athletic and extra-curricular activities. Our agendas are primarily marketed under the Premier ^TM brand name. We are also a leading publisher of school forms, including record books, grade books, teacher planners and other printed forms under the brand name Hammond & Stephens ^TM .

Science: Our leading science position, largely comprised of highly recognized proprietary or exclusive offerings, provides learning resources focused on promoting scientific education and inquiry, literacy and achievement to the preK-12 education market. Our products range from laboratory supplies, equipment and furniture to highly effective hands-on learning curriculums. Our science brands include FOSS ^® (Full Option Science System), Frey Scientific ^® , Delta Science Modules ^TM , Delta Education ^® , CPO Science ^TM , and Neo/SCI ^® .

Literacy & Intervention: Our reading and math intervention programs, which are standards- and curriculum-based products, are focused on providing educators and parents effective tools to encourage and enhance literacy and mathematics skills, serving the K-12 grade levels. Educator’s Publishing Service (EPS) provides tailored

reading and language arts instruction for students with special needs and proprietary instructional materials for educators. Our Academy of Reading ^® and Academy of Math ^® products offer comprehensive reading, math and response to intervention solutions to help K-12 schools close the achievement gap for students who fall below proficiency benchmarks. Our print and technology resources combine to meet the instructional needs of students possessing learning disabilities or are at risk for reading and math failure.

Coordinated School Health: We offer proven, research-based physical education and health solutions such as SPARK ^® , which is a curriculum- and product-based program focused on promoting healthy, active lifestyles and combating childhood obesity. Each SPARK program provides a coordinated package of curriculum, on-site teacher training, and content-matched equipment from our Sportime ^® product line. The program maximizes physical activity during physical education classes by providing teachers with alternative games, dances and sports that ensure all students are actively engaged and learning.

Our Educational Resources offerings are focused in the following areas:

Administrator Category: We believe we are the largest marketer of school and classroom supplies into the school market. Through our School Specialty Educational Resources catalogs, which offer both national brands and many of our proprietary School Smart ^® products, we provide an extensive offering of basic supplies that are consumed in the school and classrooms. This offering includes office products, classroom supplies, janitorial and sanitation supplies, school equipment, technology and paper. These products are commodity based and require efficient supply chain, distribution and logistics expertise to be competitive. As a result of our large distribution network and supply chain expertise position, our customers view us as a preferred supplier in the Administrator category. Our School Smart private label brand products are primarily sourced direct from low-cost, overseas manufacturers, which we believe will allow us to enhance our product offering and improve profitability. Our School Smart brand is also represented in many of our Accelerated Learning offerings.

Educator Category: We believe we are the largest marketer of educator supplies and learning materials. Our Educator category includes art supplies, supplemental learning materials (reading, social studies, math and science), teaching resources, physical education equipment and classroom technology. Innovation, proprietary products, brand strength and direct merchandising are key success factors. These product offerings create opportunity for margin enhancement through innovation and unique assortments. The products in the Educator category serve the following areas:

Early Childhood . Our early childhood offering provides educators of young children with products that promote learning and development. Our full-line, highly proprietary offering provides educators with everything from advanced literacy and dramatic play to manipulatives, and basic arts and crafts. We manufacture award-winning early childhood wood furniture in our Bird-in-Hand Woodworks ^® facility. Our well-known early childhood brands include Childcraft ^® and abc ^® .

Arts Education . Our leading market position is led by Sax ^® Arts & Crafts, which offers products and programs focused on nurturing creativity and self-expression through hands-on learning. The product line ranges from original cross-curricular lesson plans and teaching resource materials to basic art materials, such as paints, brushes and papers. Our arts education group is supported by our team of art consultants who proactively serve the education process locally and nationally by conducting workshops and providing curriculum assistance to art educators.

Physical Education & Health . We offer a full range of programs, solutions, resources and equipment designed to help improve student and staff wellness. Our products, which are primarily offered under our Sportime ^® brand, range from traditional sports equipment to unique and innovative products designed to encourage participation by all.

Special Learning Needs . We offer a full range of solutions for children with special learning needs through our Abilitations ^® and Integrations ^® product lines. Our proprietary solutions and products are designed to help educate children with learning, behavioral, sensory or physical differences and are focused on helping educators and therapists make a real difference in a child’s life.

Audio Technology . We believe we are the leading provider of educator-inspired quality audio technology products, including state-of-the-art multi-media, audio visual and presentation equipment for the preK-12 education market. These products are marketed under the brand name Califone ^® .

Furniture Category: We believe we are the largest source for school furniture in the United States, offering a full range of school-specific furniture and equipment. Our offering allows us to equip an entire facility, refurbish a specific location within a school, such as a cafeteria, gymnasium or media center, or to replace individual items such as student desks and chairs. We launched a product line of proprietary furniture under our Classroom Select ^® brand. This offering is a highly functional and outstanding quality classroom furniture line. We also have been granted exclusive franchises for certain furniture lines in specific territories. In addition, we offer our proprietary service, Projects by Design ^® , which provides turn-key needs assessment, budget analysis and project management for new construction projects.

Our product development managers apply their extensive education industry experience to design curriculum- and age-specific products to enhance the learning experience. New product ideas are reviewed with customer focus groups and advisory panels comprised of educators to ensure new offerings will be well received and meet an educational need.

Our merchandising managers, many of whom were educators, continually review and update the product lines for each business. They determine whether current offerings are attractive to educators and anticipate future demand. The merchandising managers also travel to product fairs and conventions seeking out new product lines. This annual review process results in a constant reshaping and expansion of the educational materials and products we offer.

For further information regarding our Accelerated Learning and Educational Resources segments, see our “Segment Information” in the Notes to Consolidated Financial Statements under Item 8, Financial Statements and Supplementary Data.

Intellectual Property

We maintain a number of patents, trademarks, trade names, service marks and other intangible property rights that we believe have significant value and are important to our business. Our trademarks, trade names and service marks include the following: School Specialty ^® , Education Essentials ^® , School Smart ^® , Projects by Design ^® , Academy of Reading ^® , Academy of Math ^® , abc School Supply ^® , Integrations ^® , Abilitations ^® , Brodhead Garrett ^® , Califone ^® , Childcraft ^® , ClassroomDirect ^® , Frey Scientific ^® , Hammond & Stephens ^TM , Premier Agendas ^TM , Sax ^® Arts & Crafts, Sax ^® Family & Consumer Sciences, Sportime ^® , Delta Education ^® , Neo/SCI ^® , CPO Science™, EPS ^® and AutoSkill ^® . We also sell products under brands we license, such as FOSS ^® , ThinkMath!™, SPARK ^® and FranklinCovey ^® Seven Habits.

Sales and Marketing

Supplemental educational product procurement decisions are generally made at the classroom level by teachers and curriculum specialists and at the district and school levels by administrators. The Company currently has an expansive sales force that sells our products at the classroom, school and district level to educators nation-wide.

Our Accelerated Learning segment sales and marketing approach utilizes a field sales force of more than 220 professionals, supported by about 50 inside sales associates. The sales coverage is nationwide, with the largest student populated states served by a larger contingent of sales professionals. The field and inside sales associates are supported by 21 targeted catalogs and our brand-specific websites to deliver premium educational products to teachers and curriculum specialists.

Generally, for each Accelerated Learning product line, a major catalog containing its full product offering is distributed near the end of the calendar year and during the course of the year we mail additional supplemental catalogs. Schools, teachers and curriculum specialists can also access websites for product information and purchasing. Further, we believe that by cross-marketing our Accelerated Learning brands to Educational Resources customers, we can achieve substantial incremental sales.

Our Educational Resources segment sales and marketing approach utilizes a sales force of about 300 professionals, approximately 55 distinct catalog titles, and School Specialty Online ^® , an e-commerce solution that enables us to tailor our product offerings and pricing to individual school districts and school administrators. In addition, by reorganizing using category management principles Educational Resources has targeted three primary product categories with specific customer characteristics: Administrator, Educator, and Furniture.

In the Administrator category, we leverage our national sales force, the largest distribution network in the market, and our supply chain expertise to reduce our customers’ cost of acquisition in the most commonly purchased, highest volume commodity items used by schools. In the Educator category, we market our products through direct marketing channels. We compete by offering deep assortments in the most commonly purchased products, by leveraging our size to reduce product costs, and by driving customer retention and acquisition through sophisticated database analytics. In the Furniture category, our unique Projects by Design ^® service gives us significant competitive advantages by providing customers with value-added construction management support, from interior design through installation and field support. In the non-construction segment of furniture, we capitalize on relationship selling through the largest direct sales force in the market.

Schools typically purchase supplemental educational products based on established relationships with relatively few vendors. We seek to establish and maintain these critical relationships by assigning accounts within a specific geographic territory to a local area account manager who is supported by a centrally located customer service team. The account managers frequently call on existing customers to ascertain and fulfill their supplemental educational resource needs. The customer service representatives maintain contact with these customers throughout the order cycle and assist in order processing.

We have a national sales, marketing, distribution and customer service structure. We believe that this structure significantly improves our effectiveness through better sales management, resulting in higher regional penetration and significant cost savings through the reduction of distribution centers.

Projects by Design. Projects by Design ^® is a service we provide our customers free of charge to aid in the design, building and renovation of schools. Our professional designers prepare a detailed analysis of the building and individual classrooms to optimize the layout of student and teacher desks, student lockers and other classroom equipment and fixtures. Customers have the ability to view prospective classrooms through our innovative software in order to efficiently manage the project. We believe this service makes us an attractive alternative to other furniture and school fixture suppliers.

Internet Operations. Our internet channel activities through School Specialty Online are focused on enhancing customer loyalty, driving down cost by receiving more orders electronically and creating a full customer self-service portal. Our brands are available through School Specialty Online which allows our customers a single access point for purchasing. Our systems provide functionality to meet the specific needs of school districts and school customers, who generally purchase Educational Resources products, as well as the needs of individual teachers and curriculum specialists, who tend to buy Accelerated Learning products. School Specialty Online allows our customers to manage funding through the use of purchase order spending limitation, approval workflows, order management and reporting. In addition, we offer schools and districts the ability to fully integrate their procurement systems with School Specialty Online, which gives us another important link to our customers and a significant competitive advantage. It also includes other features that are more helpful to teachers, curriculum specialists and others with more sophisticated online ordering needs, including product search, custom catalogs and email notification, allowing users to have access to the full line of School Specialty products. We have maintained an

electronic ordering system for the past 20 years and offer e-commerce solutions directed exclusively at the education market. Each of our Accelerated Learning product lines has a dedicated website for its own products. We also continue to explore expanding our offerings provided through third party internet sources. As such, we have added a channel agreement with Amazon.com under which we have created our own branded storefront within the office and school segment of Amazon.com shopping portal. We believe that this channel will allow us to reach educators and segments of the education space that we did not reach previously.

Pricing. Pricing for our Accelerated Learning and Educational Resources product offerings varies by product and market channel. We generally offer a negotiated discount from catalog prices for products from our Educational Resources catalogs, and respond to quote and bid requests. The pricing structure of proprietary Accelerated Learning products offered through direct marketing is generally less subject to negotiation.

Procurement

Non-Proprietary Products. Each year, we add new items to our catalogs. We purchase and stock these items before the catalogs are released so that we can immediately satisfy customer demand. We typically negotiate annual supply contracts with our vendors. Contracts with larger vendors usually provide negotiated pricing and/or extended terms and often include volume discounts and rebate programs. We have exclusive distribution rights on several furniture and equipment lines.

Proprietary Products. We develop many proprietary products and generally outsource the manufacturing of these items. We purchase non-proprietary Accelerated Learning products in a similar manner to that of our purchasing process for Educational Resources products. In fiscal 2010, we signed an agreement for the exclusive manufacture of our proprietary Classroom Select ^® furniture lines in China.

Global Sourcing. We are decreasing our product unit costs by consolidating our international supplier network. We are also improving product quality by being very selective in our off-shore alliances. Working in conjunction with our supply partners, we have streamlined our international procurement process, gained real-time visibility, added in-process checks, and established new systems and procedures to ensure product safety.

Private Label Product. We launched the School Smart brand in 2005. Since that time we have focused our strategy on providing a private brand alternative for educators, using a combination of off-shoring and out-sourcing of products. In fiscal 2013 our revenue for School Smart branded products was approximately $60.8 million. We continue to seek opportunities to optimize the balance of branded and private brand products and we believe that there are additional opportunities to grow sales through new products, product line extensions and new product configurations.

We maintain close and stable relationships with our vendors to facilitate a streamlined procurement process. At the same time, we continually review alternative supply sources in an effort to improve quality and customer satisfaction and reduce product cost. Increasingly, transactions with our vendors are processed through an electronic procurement process. This electronic process reduces costs and improves accuracy and efficiency in our procurement and fulfillment process. When more than one of our business units buys from the same vendor, we typically negotiate one contract to fully leverage our combined purchasing power.

Logistics

We believe we have one of the largest and most sophisticated distribution networks among our direct competitors with five fully automated and seamlessly integrated distribution centers, totaling approximately 1.3 million square feet of operating space. We believe this network represents a significant competitive advantage, allowing us to reach any school in a fast and efficient fashion. We have enhanced our distribution

model, allowing most of our customers to receive their orders 3 to 5 days after shipment. We utilize a third-party logistics provider in Asia to consolidate inbound shipments, lowering our transportation and inventory storage costs.

In order to maintain the proprietary nature of some of our products, we operate three manufacturing facilities. Our Lancaster, Pennsylvania plant manufactures wood furniture for our early childhood offerings. The Bellingham, Washington, and Fremont, Nebraska, facilities produce products for our agenda and forms offerings. Products that we manufacture accounted for less than 10% of sales during fiscal 2013, 2012 and 2011.

Information Systems

We believe that through the utilization of technology for process improvement in areas such as procurement, inventory management, customer order management, order fulfillment, and information management, we are able to offer customers more convenient and cost-effective ways to order products, improve the order fulfillment process to increase on-time and complete performance and effectively focus our sales and marketing strategies.

We have implemented a common enterprise resource planning (“ERP”) platform across the majority of our businesses. This platform has now replaced most of our existing systems and primarily includes software from Oracle’s E-Business suite. One of the major benefits from the common ERP platform is the consolidation of both product and customer information, which is designed to enhance our ability to execute our sales and marketing strategies. In addition, by utilizing common business systems across the Company, we have improved business processes, reduced cycle time and enhanced integration between the business units. We believe the technologies of the systems will readily support continued growth and integration of our existing businesses. Our distribution centers utilize interfaced warehouse management software to manage orders from our ERP and legacy systems.

Competition

The supplemental educational products and equipment market is highly fragmented with over 3,000 companies providing products and equipment, many of which are family- or employee-owned, regional companies that generate annual revenues under $10 million. We also compete, to a much lesser extent, with alternate channel competitors such as office product contract stationers, office supply superstores, purchasing cooperatives and internet-based businesses. Their primary advantages over us include size, location, greater financial resources and purchasing power. Their primary disadvantage is that their product mix typically covers a very small portion of a school’s needs (measured by volume). We believe we compete favorably with these companies on the basis of service, product offering and customer reach. The standards-based curriculum market is highly competitive and School Specialty competes with several large, well-known education companies as well as small, niche companies.

Employees

As of June 12, 2013, we had approximately 1,583 full-time employees. To meet the seasonal demands of our customers, we employ many seasonal employees during the late spring and summer months. Historically, we have been able to meet our requirements for seasonal employment. None of our employees are represented by a labor union and we consider our relations with our employees to be good.

Backlog

We had no material backlog at April 27, 2013. Our customers typically purchase products on an as-needed basis.

Item 1A.

Risk Factors

Forward-Looking Statements

Statements in this Annual Report which are not historical are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements include: (1) statements made under Item 1, Business and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, including, without limitation, statements with respect to internal growth plans, projected revenues, margin improvement, capital expenditures and adequacy of capital resources; (2) statements included or incorporated by reference in our future filings with the Securities and Exchange Commission; and (3) information contained in written material, releases and oral statements issued by, or on behalf of, School Specialty including, without limitation, statements with respect to projected revenues, costs, earnings and earnings per share. Forward-looking statements also include statements regarding the intent, belief or current expectation of School Specialty or its officers. Forward-looking statements include statements preceded by, followed by or that include forward-looking terminology such as “may,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “continues” or similar expressions.

All forward-looking statements included in this Annual Report are based on information available to us as of the date hereof. We do not undertake to update any forward-looking statements that may be made by or on behalf of us, in this Annual Report or otherwise. Our actual results may differ materially from those contained in the forward-looking statements identified above. Factors which may cause such a difference to occur include, but are not limited to, the risk factors set forth below.

The agreements governing our debt contain various covenants that limit our discretion in the operation of our business, could prohibit us from engaging in transactions we believe to be beneficial and could lead to the acceleration of our debt and/or an increased cost of capital.

Our existing and future debt agreements impose and may impose operating and financial restrictions on our activities. These restrictions require us to comply with or maintain certain financial tests and ratios, and restrict our ability and our subsidiaries’ ability to:

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incur additional debt;

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create liens;

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make acquisitions;

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redeem and/or prepay certain debt;

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sell or dispose of a minority equity interest in any subsidiary or other assets;

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make capital expenditures;

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make certain investments;

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enter new lines of business;

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engage in consolidations, mergers and acquisitions;

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repurchase or redeem capital stock;

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guarantee obligations;

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engage in certain transactions with affiliates; and

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pay dividends and make other distributions.

Our credit facilities also require us to comply with certain financial ratios, including a maximum total leverage ratio, a minimum fixed charge coverage ratio, and minimum interest coverage ratio, as well as minimum liquidity levels at the end of each month. These restrictions may hamper our ability to operate our business or could seriously harm our business by, among other things, limiting our ability to take advantage of financing, mergers and acquisitions, and other corporate opportunities. In the event that we fail to comply with the financial ratios or minimum liquidity levels contained in our credit facilities, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If the lenders accelerate the repayment of borrowings, we may not have sufficient assets to repay the amounts due. Also, should there be an event of default, or a need to obtain waivers following an event of default, we may be subject to higher borrowing costs and/or more restrictive covenants in future periods.

See the Liquidity and Capital Resources section of Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for a more detailed discussion of the Company’s projected compliance with these debt covenants.

Our common stock is currently not listed on a stock exchange or traded on any of the over-the-counter (OTC) markets, and as a result our investors do not have a meaningful degree of liquidity .

Our common stock is not currently listed on a stock exchange nor is it traded on any of the OTC markets. An investor may find it difficult or impossible to dispose of shares or obtain accurate information as to the market value of the common stock.

Our bankruptcy proceedings, which improved our capital structure and short-term liquidity position, contemplated that we would refine and implement our strategy and business plan, based upon assumptions and analyses developed by us. If these assumptions and analyses prove to be incorrect, we may be unsuccessful in executing our strategy and business plan, which could have a material adverse effect on our business, financial condition, and results of operation.

Our bankruptcy proceedings, which improved our capital structure and short-term liquidity position, contemplated that we would refine and implement our strategy and business plan based upon assumptions and analyses developed by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we considered appropriate under the circumstances. Whether actual future results and developments will be consistent with our expectations and assumptions depends on a number of factors, including but not limited to (i) our ability to obtain adequate liquidity and financing sources and establish an appropriate level of debt; (ii) our ability to restore customers’ confidence in our viability as a continuing entity and to attract and retain sufficient customers; (iii) our ability to retain key employees in those businesses that we intend to continue to emphasize; and (iv) the overall strength and stability of general economic conditions and, in particular, the school funding environment. The failure of any of these factors could materially adversely affect the successful execution of our strategy and business plan.

In connection with our bankruptcy proceedings, we prepared projected financial information to demonstrate to the Bankruptcy Court the feasibility of our Reorganization Plan and our ability to continue operations upon emergence from bankruptcy. The projections reflect numerous assumptions concerning anticipated future performance and prevailing and anticipated market and economic conditions that were and continue to be beyond our control and that may not materialize. Further, the projections were limited by the information available to us as of the date of their preparation, which is subject to change. Accordingly, our actual financial condition and results of operations may differ, perhaps materially, from what we have anticipated. Consequently, there can be no assurance that the results or developments contemplated by the Reorganization Plan or our strategy and business plan will occur or, even if they do occur, that they will have the anticipated effects on us and our subsidiaries or our businesses or operations. The failure of any such results or developments to materialize as anticipated could materially adversely affect the successful execution of the transactions contemplated by the

Reorganization Plan or subsequent strategy and business plan. In addition, the accounting treatment required for our bankruptcy reorganization may have an impact on our results going forward.

We are highly leveraged. As of April 27, 2013, we had $374 million of total debt, and as of June 12, 2013, immediately following the Effective Date, we had $173 million of total debt. This level of debt could adversely affect our operating flexibility and put us at a competitive disadvantage.

Our level of debt and the limitations imposed on us by our credit agreements could have important consequences for investors, including the following:

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we will have to use a portion of our cash flow from operations for debt service rather than for our operations;

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we may not be able to obtain additional debt financing for future working capital, capital expenditures or other corporate purposes or may have to pay more for such financing;

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the debt under our credit agreements is at a variable interest rates, making us more vulnerable to increases in interest rates;

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we could be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;

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we will be more vulnerable to general adverse economic and industry conditions; and

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we may be disadvantaged compared to competitors with less leverage.

We expect to service our debt primarily from cash flow from operations. Our ability to service our debt obligations thus depends on our future performance, which will be affected by financial, business, economic and other factors. We are not able to control many of these factors, such as economic conditions in the markets where we operate and pressure from competitors. The cash flow we generate may not be sufficient to allow us to service our debt obligations. If we do not have sufficient capital, we may be required to refinance all or part of our existing debt, sell assets or borrow additional funds. We may not be able to take such actions on terms that are acceptable to us, if at all. In addition, the terms of our existing or future debt agreements may restrict us from adopting any of these refinancing alternatives.

The bankruptcy filing has had a negative impact on our relationships with customers, which may negatively impact our business going forward.

We have experienced reduced order volume since the filing of the Chapter 11 Cases. Although we have maintained relationships with many of our customers since our emergence from bankruptcy, we have experienced lower order volumes since the announcement of the Chapter 11 Cases. We believe that the bankruptcy negatively impacted many of our customers’ perceptions of our brand and financial stability. In particular, interest in our Projects by Design ^® services and orders related to furniture and school fixtures have declined since the announcement of the Chapter 11 Cases. We attribute this trend to customer uncertainty regarding whether the Company will remain solvent for the months or years that may be required to complete the design, building and renovation of schools. Additionally, as a result of the bankruptcy, we have experienced increased backorders associated with procuring product due to liquidity constraints. The negative perception of our financial condition that was created by the bankruptcy filing may also have an effect on the terms under which some customers are willing to continue to do business with us, and could materially adversely affect our business, financial condition and results of operations. The impact of this customer uncertainty as to the status of the Company cannot be accurately predicted or quantified. In order to compete successfully in our markets, we will need to restore customer confidence in our brand and our Company. We are engaging in efforts intended to improve and expand our relations with our customers. We have attempted to support our position with our key customers through direct and active contact with teachers, curriculum specialists and administrators. We may not be able to successfully improve our customer relationships so that our customers will do business with us as they

have in the past. The failure to increase sales volumes would have a material adverse effect on our business, results of operations or financial condition. In addition, the delay or cancellation of material orders from, or problems at, any of our major customers could have a material adverse effect on our business, results of operations, or financial condition.

Our inability to obtain sufficient trade credit from our vendors or other sources in a timely manner and on reasonable terms could inhibit our growth and have an adverse effect on our results of operations.

Our ability to pay for products is largely dependent upon the payment terms, or trade credit, that our principal vendors provide us. The payment terms are based on several factors, including (i) our recent operating results, financial position (including our level of indebtedness) and cash flows; (ii) our payment history with the vendor; (iii) the vendor’s credit granting policies (including any contractual restrictions to which it is subject), our creditworthiness (as determined by various entities) and general industry conditions; (iv) prevailing interest rates; and (v) the vendors’ ability to obtain credit insurance in respect of amounts that we owe. We expect to continue to rely on trade credit from our vendors to provide a significant amount of our working capital. If our vendors fail to provide us with sufficient trade credit in a timely manner, we may have to rely on other sources of financing, which may not be readily available or, if available, may not be on terms acceptable or favorable to us. Our recent bankruptcy is likely to have adversely affected our relationship with our vendors and may damage our vendors’ perception of our financial position. These factors, along with any other adverse changes in any of these factors, could increase the costs of financing our inventory, limit or eliminate our ability to obtain vendor financing and adversely affect our results of operations and financial condition. Volatility and disruptions in the global economic environment including tightening in the credit markets could heighten the risk that we may not be able to obtain trade credit or alternative sources of financing, or that to the extent we can obtain it, the terms will be unfavorable. We are engaging in efforts intended to restore and improve our relations with our vendors. To the extent we are unable to do so, the loss of key vendors could have a material adverse effect on our business, results of operations or financial condition.

As a result of the Chapter 11 Cases, our historical financial information may not be indicative of our future financial performance.

Our capital structure was significantly altered under the Reorganization Plan. Under fresh-start reporting rules that apply to us upon the effective date of the Reorganization Plan, our assets and liabilities have been adjusted to fair value and our accumulated deficit has been restated to zero. Accordingly, our financial condition and results of operations subsequent to the effective date of the Reorganization Plan will not be comparable to the financial condition and results of operations reflected in our historical financial statements. It is also possible that additional restructuring and related charges may be identified and recorded in future periods. Such charges could be material to our consolidated financial position and results of operations. Except as otherwise expressly stated in this Annual Report, the financial statements and other financial information contained herein do not reflect fresh start accounting adjustments.

Our net operating loss carryforwards may be limited and other tax attributes may be reduced.

The Company expects to generate a Federal net operating loss in fiscal 2014. However, in conjunction with matters that resulted in the Chapter 11 Cases and Reorganization Plan, the Company experienced a change in ownership under Section 382 of the Internal Revenue Code. This could limit annual federal net operating loss utilization to an amount equal to the net equity value of our stock at the time of the ownership change multiplied by the federal long-term tax exempt rate.

In addition, the Company’s Reorganization Plan is expected to result in a reduction of tax attributes, including net operating losses and tax attributes particularly related to goodwill and intangible assets, as a result of the cancellation of pre-bankruptcy indebtedness and obligations. The reduction of these tax attributes may result in increased tax expense in future years.

Our business depends upon the growth of the student population and school expenditures and can be adversely impacted by fixed or declining school budgets.

Our growth strategy and profitability depend in part on growth in the student population and expenditures per student in preK-12 schools. The level of student enrollment is largely a function of demographics, while expenditures per student are affected by federal, state and local government budgets. In addition, the current macroeconomic weakness has resulted in significantly reduced school budgets. In school districts in states that primarily rely on local tax proceeds for funding, significant reductions in those proceeds for any reason can restrict district expenditures and impact our results of operations. Any significant and sustained decline in student enrollment and/or expenditures per student could have a material adverse effect on our business, financial condition, and results of operations. Because school budgets are fixed on a yearly basis, any shift by schools in expenditures during a given fiscal year to areas that are not part of our business, such as facility operating costs and employee related expenditures, could also materially affect our business.

The negative global macroeconomic conditions could continue to impact the education funding provided by state and local governments.

The weakened economic environment has placed increased pressure on state and local government budgets, which are the primary source of school funding. The global economy is currently suffering from the effects of the latest recession which has led to a decline in consumer and business spending and confidence. This has resulted in our customers delaying or cutting school expenditures as the recession creates state and local budget deficits and uncertainty about future economic funding by state and local governments. The federal stimulus funds that were provided by the federal government to school districts helped education funding in 2009 and 2010, but these federal funds have been fully distributed and many states have not been able to replace them due to declining state revenue. Significant and sustained declines in the per student funding levels provided for in state and local budgets, and delays or decreases in spending by our customers due to concerns about potential or actual declines in funding levels, could have a material adverse impact on our business, financial condition and results of operations.

A continued decline in school spending will impact our ability to maintain operating margins.

We have seen a decline in our operating margin in recent years, primarily as a result of our revenue declines, which we believe are primarily related to the continued school spending cuts. The Company will continue to aggressively pursue further cost reductions if school spending continues to decline, but the Company does not intend to cut costs in areas that it believes could have a significant impact on future revenue growth. To the extent we are unable to identify additional cost reductions that can be made consistent with our strategy and the weakness in school spending persists, our operating margin may continue to decline. Additionally, spending declines can cause schools to consider purchasing lower priced products, which will lower the Company’s operating margins.

Increasing use of web-based products could affect our printed supplemental materials business.

The growth in web-based supplements could reduce the physical paper-based supplements the Company currently markets. While we continue to enhance our product lines with digital alternatives, it is possible that our paper-based products could be supplanted and/or replaced by online sources other than our own.

Increased costs and other difficulties associated with the distribution of our products would adversely affect our results of operations.

Higher than expected costs and other difficulties associated with the distribution of our products could affect our results of operations. To the extent we incur difficulties or higher-than-expected costs related to updating our distribution centers, such costs may have a material adverse effect on our business, financial condition and results of operations. Any disruption in our ability to service our customers may also impact our revenues or profits.

Moreover, as we update our distribution model or change the product mix of our distribution centers, we may encounter unforeseen costs or difficulties that may have an adverse impact on our financial performance.

Our business is highly seasonal.

Because most of our customers want their school supplies delivered before or shortly after the commencement of the school year, we record most of our revenues from June to October. During this period, we receive, ship and bill the majority of orders for our products so that schools and teachers receive their products by the start of each school year. To the extent we do not sell our products to schools during the peak shipping season, many of such sales opportunities will be lost and will not be available in subsequent quarters. Our inventory levels increase in April through June in anticipation of the peak shipping season. We usually earn more than 100% of our annual net income in the first two quarters of our fiscal year and operate at a net loss in our third and fourth fiscal quarters. This seasonality causes our operating results and operating cash flows to vary considerably from quarter to quarter within our fiscal years.

If our key suppliers or service providers were unable or unwilling to provide the products and services we require, our business could be adversely affected.

We depend upon a limited number of suppliers for some of our products, especially furniture and proprietary products. We also depend upon a limited number of service providers for the delivery of our products. If these suppliers or service providers are unable or unwilling to provide the products or services that we require or materially increase their costs (especially during our peak season of June through October), our ability to deliver our products on a timely and profitable basis could be impaired and thus could have a material adverse effect on our business, financial condition and results of operations. Many of our agreements with our suppliers are terminable at any time or on short notice, with or without cause, and, we cannot assure that any or all of our relationships will not be terminated or that such relationships will continue as presently in effect.

Our business is highly competitive.

The market for supplemental educational products and equipment is highly competitive and fragmented. We estimate that over 3,000 companies market supplemental educational products and equipment to schools with preK-12 as a primary focus of their business. We also face competition from alternate channel marketers, including office supply superstores, office product contract stationers, and purchasing cooperatives that have not traditionally focused on marketing supplemental educational products and equipment. Our competitors impact the prices we are able to charge and we expect to continue to face pricing pressure from our competitors in the future, especially on our commodity-type products. These competitors are likely to continue to expand their product lines and interest in supplemental educational products and equipment. Some of these competitors have greater financial resources and buying power than we do. We believe that the supplemental educational products and equipment market will consolidate over the next several years, which could increase competition in both our markets. We also face increased competition and pricing pressure as a result of the accessibility of the internet.

If any of our key personnel discontinue their role with us, our business could be adversely affected.

Our business depends to a large extent on the abilities and continued efforts of our executive officers and senior management. Since March 2013, several of our key employees, including our Chief Executive Officer, Chief Administrative Officer and Chief Marketing Officer, have resigned. These departures could have a material adverse effect on our business. In addition, if we are unable to attract and retain other key personnel and qualified employees, our business could be adversely affected. We do not intend to maintain key man life insurance covering any of our executive officers or other members of our management.

A failure to successfully implement our business strategy could materially and adversely affect our operations and growth opportunities.

Our ability to achieve our business and financial objectives is subject to a variety of factors, many of which are beyond our control, and we may not be successful in implementing our strategy. This includes limitations due to the inability to obtain financing and/or the restrictiveness of our debt covenants. In addition, the implementation of our strategy may not lead to improved operating results. We may decide to alter or discontinue aspects of our business strategy and may adopt alternative or additional strategies due to business or competitive factors or factors not currently expected, such as unforeseen costs and expenses or events beyond our control. Any failure to successfully implement our business strategy could materially and adversely affect our results of operations and growth opportunities.

We face risks associated with our increasing emphasis on imported goods and private label products.

Increases in the cost or a disruption in the flow of our imported goods may adversely impact our revenues and profits and have an adverse impact on our cash flows. Our business strategy includes an increased emphasis on offering private label products and sourcing quality merchandise directly from low-cost suppliers. As a result, we expect to rely more heavily on imported goods from China and other countries and we expect the sale of imported goods to continue to increase as a percentage of our total revenues. To the extent we rely more heavily on the sale of private label products, our potential exposure to product liability claims may increase. In addition, our reputation may become more closely tied to our private label products and may suffer to the extent our customers are not satisfied with the quality of such products. Private label products will also increase our risks associated with returns and inventory obsolescence. Our reliance on imported merchandise subjects us to a number of risks, including: (a) increased difficulties in ensuring quality control; (b) disruptions in the flow of imported goods due to factors such as raw material shortages, work stoppages, strikes, and political unrest in foreign countries; (c) problems with oceanic shipping, including shipping container shortages; (d) economic crises and international disputes; (e) increases in the cost of purchasing or shipping foreign merchandise resulting from a failure of the United States to maintain normal trade relations with China and the other countries we do business in; (f) import duties, import quotas, and other trade sanctions; and (g) increases in shipping rates imposed by the trans-Pacific shipping cartel. If imported merchandise becomes more expensive or unavailable, we may not be able to transition to alternative sources in time to meet our demands. A disruption in the flow of our imported merchandise or an increase in the cost of those goods due to these or other factors would significantly decrease our revenues and profits and have an adverse impact on our cash flows.

Currency exchange rates may impact our financial condition and results of operations and may affect the comparability of our results between financial periods.

To the extent we source merchandise from overseas manufacturers and sell products internationally, exchange rate fluctuations could have an adverse effect on our results of operations and ability to service our U.S. dollar-denominated debt. All of our debt is in U.S. dollars while a portion of our revenue is derived from imported products and international sales. Therefore, fluctuations in the exchange rate of foreign currencies versus the U.S. dollar could impact our costs and revenues. In addition, for the purposes of financial reporting, any change in the value of the foreign currencies against the U.S. dollar during a given financial reporting period would result in a foreign currency loss or gain. Consequently, our reported earnings could fluctuate as a result of foreign exchange translation and may not be comparable from period to period.

It is difficult to forecast our revenue stream given the seasonal purchasing patterns of our customers and delays in passage of state budgets.

The seasonal purchasing patterns of our customers, the fact that our customers typically purchase products on an as-needed basis, and the lack of visibility into education funding levels if state budgets are delayed make it difficult for us to accurately forecast our revenue stream, which may vary significantly from period to period.

Financial analysts and others that may seek to project our future performance face similar difficulties. The difficulty in accurately forecasting our revenue increases the likelihood that our financial results will differ materially from any projected financial results. Any shortfall in our financial results from our, or third-party, projected results could cause a decline in the trading price of our common stock and our convertible subordinated debentures.

We may have a material amount of intangible assets which are potentially subject to impairment.

At April 27, 2013, intangible assets are expected to represent approximately 13% of our total assets on a pro forma basis using the application of fresh-start accounting. The Company is currently in the process of valuing its assets in conjunction with fresh-start accounting. Prospectively, the amount of goodwill and intangible assets may change based on the application of fresh-start accounting (except as otherwise expressly stated in this Annual Report, the financial information contained herein do not reflect fresh start accounting adjustments). We are required to evaluate whether our intangible assets have been impaired. As discussed in Note 8 to the consolidated financial statements in Item 8 of this report, the Company recorded impairment charges of $4.7 million related to indefinite-lived intangible assets in the third quarter of fiscal 2013 and $21.0 million related to indefinite-lived intangible assets in the third quarter of fiscal 2012. The impairments were determined as part of the fair value assessment of these assets.

We have a material amount of capitalized product development costs which might be written-down.

We had capitalized product development costs of $28.2 million and $27.7 million at April 27, 2013 and April 28, 2012, respectively, related to internally developed products, which are amortized to expense over the lesser of five years or the product’s life cycle. Any changes in the estimated sales volume or life cycle of the underlying products could cause the currently capitalized costs or costs capitalized in the future to be impaired.

Our operations are dependent on our information systems.

We have integrated the operations of most of our divisions and subsidiaries, which operate on systems located at both our Greenville, Wisconsin, headquarters and our third-party hosted ERP system provider’s facilities. In addition, there are divisions running legacy systems hosted at their locations. All systems rely on continuous telecommunication connections to the main computers. If any of these connections becomes disrupted, or unavailable, for an extended period of time, the disruption could materially and adversely affect our business, operations and financial performance.

Even though we have taken precautions to protect ourselves from unexpected events that could interrupt new and existing business operations and systems, we cannot be sure that fire, flood or other natural disasters would not disable our systems and/or prevent them from communicating between business segments. The occurrence of any such event could have a material adverse effect on our business, results of operations and financial condition.

We rely on our intellectual property in the design and marketing of our products.

We rely on certain trademarks, trade names and service names, along with licenses to use and exploit certain trademarks, trade names and service names (collectively, the “marks”) in the design and marketing of some of our products. We could lose our ability to use our brands if our marks were found to be generic or non-descriptive. While no single mark is material to our business, the termination of a number of these marks could have an adverse effect on our business. We also rely on certain copyrights, patents and licenses other than those described above, the termination of which could have an adverse effect on our business.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

Our corporate headquarters is located in a leased facility. The lease on this facility expires in April 2021. The facility is located at W6316 Design Drive, Greenville, Wisconsin, a combined office and warehouse facility of approximately 332,000 square feet, which also services both our Accelerated Learning and Educational Resources segments. In addition, we leased or owned the following principal facilities as of June 12, 2013:


Locations	Approximate Square Footage		Owned/ Leased	Lease Expiration
Bellingham, Washington (1)		48,000	Leased	December 31, 2013
Bellingham, Washington (1)		25,000	Leased	January 31, 2014
Bellingham, Washington (1)		14,000	Leased	December 31, 2013
Cambridge, Massachusetts (1)		18,000	Leased	April 30, 2018
Fremont, Nebraska (1)		95,000	Leased	November 30, 2013
Fresno, California (2)		163,000	Leased	October 31, 2017
Lancaster, Pennsylvania (2)		73,000	Leased	June 30, 2014
Lancaster, Pennsylvania		125,000	Leased	June 30, 2014
Mansfield, Ohio (2)		315,000	Leased	October 31, 2016
Nashua, New Hampshire (1)		348,000	Leased	December 31, 2018
Norcross, Georgia (2)		10,000	Leased	June 30, 2015
Salina, Kansas (2)		115,000	Owned	—
San Fernando, California (1)		37,000	Leased	January 31, 2014

(1)	Location primarily services the Accelerated Learning segment.

(2)	Location services both business segments.

The 73,000 square foot Lancaster, Pennsylvania facility is used for manufacturing wood products and the Fremont, Nebraska and Bellingham, Washington facilities are used for production of agendas and school forms. The other facilities are distribution centers and/or office space. We believe that our properties, as enhanced for our ongoing expansion, are adequate to support our operations for the foreseeable future. We regularly review the utilization and consolidation of our facilities.

Item 3.

Legal Proceedings

The Company is not currently party to any material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business.

Item 4.

Mine Safety Disclosure.

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

As of August 1, 2013, the following persons served as executive officers of School Specialty:


Name and Age of Officer
Michael P. Lavelle Age 43		Mr. Lavelle has been President and Chief Executive Officer of School Specialty since joining the Company in January 2012. He was most recently President of the Education Group of Houghton Mifflin Harcourt and previously served as President of the K-12 and elementary education divisions of the company. During an 11-year term at Houghton Mifflin Harcourt, Mr. Lavelle served in a number of leadership positions and led efforts to acquire and combine several leading industry brands to form the largest K-12 education company in the United States. As President of the Education Group, he was responsible for operations and approximately 90% of revenues spanning U.S. and international markets. From 1997 to 2000, Mr. Lavelle served as Chief Financial Officer for John Zink Company, a portfolio company of Koch Industries. In May 2012, Houghton Mifflin Harcourt filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code. He was appointed as a director of School Specialty in January 2012.
David N. Vander Ploeg Age 54		Mr. Vander Ploeg has been Executive Vice President and Chief Financial Officer of School Specialty since joining the Company in April 2008. Mr. Vander Ploeg was most recently Chief Operating Officer of Dutchland Plastics Corp., a molded products manufacturer based in Oostburg, Wisconsin. Before joining Dutchland, he was Executive Vice President and Chief Financial Officer at Schneider National, Inc., Green Bay, Wisconsin, a global leader in transportation and logistics services. During a 24-year career at Schneider National, he advanced through several positions of increasing responsibility, including Director of Planning and Budgeting, Group Controller, Vice President of Finance, and Senior Vice President-Chief Financial Officer, prior to being named Executive Vice President and Chief Financial Officer in 2004. Mr. Vander Ploeg is a director of Swift Transportation Company, a publicly traded transportation services company.
Richmond Y. Holden Age 59		Mr. Holden joined School Specialty in May 2007 as President of Educator’s Publishing Services. In March 2010, Mr. Holden was appointed President of Educational Resources and Executive Vice President of School Specialty, Inc. In fiscal 2013, Mr. Holden was appointed Executive Vice President of Educator’s Publishing Services. Prior to joining School Specialty, Mr. Holden was President and CEO of JL Hammett Co. During a 28 year career at JL Hammett Co. he advanced through several positions of increasing responsibility, including Marketing, Technology and Operations, prior to being promoted to Chief Executive Officer in 1992. Mr. Holden is a director of Acme United Corporation, a publicly traded company that is a supplier of cutting, measuring and safety products to the school, home office, hardware and industrial markets.

Name and Age of Officer

Patrick T. Collins

Age 52

Mr. Collins joined School Specialty in September 2012 as Senior Vice President of Sales and is responsible for leading the Company’s sales organization and targeted strategic initiatives. He was most recently Senior Vice President, Sales of United Stationers, where he was responsible for sales, field marketing, customer service and business development, as well as the leadership of two divisions, which together, accounted for approximately $600 million in revenues. Prior to joining United Stationers in 2004, Mr. Collins was Senior Group Vice President, Sales and Marketing of Ingram Micro, Inc. His previous experience included 15 years at Frito-Lay in various positions of increasing responsibility. He graduated from Marietta College with a BA in Economics and received his MBA from The Ohio State University, Columbus.

On July 22, 2013 the Company entered into a Transition and Separation Agreement and Mutual General Release (the “Transition Agreement”) with Mr. Lavelle, pursuant to which Mr. Lavelle resigned as President and Chief Executive Officer of the Company, and as a member of the board of directors of the Company, effective as of such date after August 2, 2013 as determined by the board of directors, but not later than September 1, 2013. The effective date is expected to be August 9, 2013. As discussed in more detail in Item 10, Directors, Executive Officers and Corporate Governance, because of the resignation of Mr. Lavelle, the board of directors appointed James R. Henderson to serve as interim Chief Executive Officer of the Company.

Kathryn Pepper-Miller served as Executive Vice President and Chief Marketing Officer of School Specialty from April 2012 until her resignation, effective July 26, 2013. She was responsible for marketing strategy.

Gerald T. Hughes served as Chief Administrative Officer from April 2, 2012 until his resignation, effective March 31, 2013. He was responsible for human resources, legal, organization design and change management.

The term of office of each executive officer is from one annual meeting of the Board of Directors until the next annual meeting of the Board of Directors or until a successor for each is selected. There are no arrangements or understandings between any of our executive officers and any other person (not an officer or director of School Specialty acting as such) pursuant to which any of our executive officers was selected as an officer of School Specialty.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock was traded under the symbol “SCHS” on The NASDAQ Global Select Market through February 5, 2013. On February 6, 2013, The NASDAQ Stock Market LLC suspended trading in the Company’s common stock following the commencement of the Chapter 11 Cases and delisted the common stock effective March 1, 2013. The Company’s common stock traded on the OTCQB market place of the OTC Market Groups as of February 6, 2013 under the symbol “SCHSQ” through June 11, 2013, the Effective Date of the Reorganization Plan. The table below sets forth the reported high and low closing sale prices for shares of our common stock, during the indicated quarters.


Fiscal 2013 quarter ended	High		Low
July 28, 2012	$	3.92	$	2.40
October 27, 2012		3.45		1.76
January 26, 2013		2.44		0.58
April 27, 2013		0.27		0.03

Fiscal 2012 quarter ended	High		Low
July 30, 2011	$	15.38	$	12.02
October 29, 2011		12.04		6.13
January 28, 2012		8.00		2.24
April 28, 2012		3.90		3.07

Holders

As of June 8, 2012, there were 1,739 record holders of our common stock. The common stock held by these shareholders was canceled on June 11, 2013, the Effective Date of the Reorganization Plan. As of June 12, 2013, there were 60 record holders of the new common stock of the reorganized Company issued pursuant to the Reorganization Plan.

Dividends

We have not declared or paid any cash dividends on our common stock to date. We currently intend to retain our future earnings to pay down debt, finance the growth, development and expansion of our business or for other endeavors deemed prudent. Accordingly, we do not expect to pay cash dividends on our common stock in the foreseeable future. In addition, our ability to pay dividends may be restricted or prohibited from time to time by financial covenants in our credit agreements and debt instruments. Our asset based lending facility and our term loan credit agreement contain restrictions on, and in some circumstances may prevent, our payment of dividends.

PERFORMANCE GRAPH

The following graph compares the total shareholder return on our Common Stock since April 27, 2008 with that of the Russell 3000 Stock Market Index and a peer group index including: Office Depot, Inc. (ODP), Staples, Inc. (SPLS), OfficeMax, Inc. (OMX), Cambium Learning Group, Inc. (ABCD), The McGraw-Hill Companies, Inc. (MHP), Pearson PLC (PSO), Scholastic Corporation (SCHL), Scientific Learning Corp (SCIL) and Virco Manufacturing Corp (VIRC). Archipelago Learning, Inc. (ARCL) was eliminated from the peer group index because it was acquired in May 2012.

The total return calculations set forth below assume $100 invested on April 30, 2008, with reinvestment of any dividends into additional shares of the same class of securities at the frequency with which dividends were paid on such securities through April 27, 2013. The stock price performance shown in the graph below should not be considered indicative of potential future stock price performance.

LOGO

*$100 invested on 4/30/08 in stock or index, including reinvestment of dividends.

Fiscal year ending April 30.


	4/26/08		4/25/09		4/24/10		4/30/11		4/28/12		4/27/13
School Specialty, Inc.		100.00		63.76		79.69		50.31		11.11		0.17
Russell 3000		100.00		65.05		91.66		108.48		112.17		131.48
Peer Group		100.00		78.64		104.09		109.86		107.33		112.35

Item 6.

Selected Financial Data

SELECTED FINANCIAL DATA

(In thousands, except per share data)


	Fiscal Year
	2013			2012			2011			2010			2009
	(52 weeks)			(52 weeks)			(53 weeks)			(52 weeks)			(52 weeks)
Statement of Operations Data:
Revenues	$	674,998		$	731,991		$	762,078		$	896,678		$	1,046,980
Cost of revenues		411,118			448,977			454,557			517,530			618,377

Gross profit		263,880			283,014			307,521			379,148			428,603
Selling, general and administrative expenses		267,491			274,967			287,560			304,451			350,919
(Gain) on sale of product line		—			(4,376	)		—			—			—
Impairment charge		45,789			107,501			411,390			—			—

Operating (loss) income		(49,400	)		(95,078	)		(391,429	)		74,697			77,684
Interest expense		28,600			27,182			28,157			30,466			29,905
Loss on early extinguishment of debt		10,201			—			—			—			—
Other expense		—			—			—			—			2,679
Early termination of long-term indebtedness		26,247			—			—			—			—
Impairment of long-term asset		1,414			—			—			—			—
Impairment of investment in unconsolidated affiliate		7,749			9,012			6,861			—			—
Expense associated with convertible debt exchange		—			1,090			1,920			—			—

Loss before reorganization costs and provision for (benefit from) income taxes		(123,611	)		(132,362	)		(428,367	)		44,231			45,100
Bankruptcy related reorganization costs		22,979			—			—			—			—

(Loss) income before provision for income taxes		(146,590	)		(132,362	)		(428,367	)		44,231			45,100
Provision for / (benefit from) income taxes		(334	)		167			(73,132	)		17,678			17,972

(Loss) earnings before losses from investment in unconsolidated affiliate		(146,256	)		(132,529	)		(355,235	)		26,553			27,128
Losses of unconsolidated affiliate		(1,436	)		(1,488	)		(1,038	)		(701	)		—

Net (loss) income	$	(147,692	)	$	(134,017	)	$	(356,273	)	$	25,852		$	27,128

Weighted average shares outstanding:
Basic		18,922			18,878			18,870			18,843			18,802
Diluted		18,922			18,878			18,870			18,874			18,895

(Loss) earnings per share of common stock:
Basic	$	(7.81	)	$	(7.10	)	$	(18.88	)	$	1.37		$	1.44
Diluted	$	(7.81	)	$	(7.10	)	$	(18.88	)	$	1.37		$	1.44


	April 27, 2013			April 28, 2012			April 30, 2011			April 24, 2010			April 25, 2009
Balance Sheet Data:
Working capital (deficit)	$	(29,325	)	$	89,709		$	(17,507	)	$	9,927		$	43,753
Total assets		427,573			463,521			637,544			1,067,820			1,077,205
Long-term debt		—			289,668			198,036			199,742			244,586
Total debt		198,302			290,623			296,279			332,139			371,657
Shareholders’ equity (deficit)		(79,192	)		67,946			201,629			551,188			510,279

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

You should read the following discussion and analysis in conjunction with our consolidated financial statements and related notes, included elsewhere in this Annual Report.

Background

We are a leading education company serving the preK-12 education market by providing products, programs and services that enhance student achievement and development to educators and schools across the United States and Canada. We offer more than 75,000 items through an innovative two-pronged marketing approach that targets both school administrators and individual teachers.

On January 28, 2013, we filed voluntary petitions for relief under Chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The cases (the “Chapter 11 Cases”) were jointly administered as Case No. 13-10125 (KJC) under the caption “In re School Specialty, Inc., et al.” We continued to operate our business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and orders of the Bankruptcy Court. Our foreign subsidiaries were not part of the Chapter 11 Cases.

The Chapter 11 Cases were filed in response to an environment of ongoing declines in school spending and a lack of sufficient liquidity, including trade credit provided by our vendors, to permit us to pursue our business strategy to position the School Specialty brands successfully for the long term.

On May 23, 2013, the Bankruptcy Court entered an order confirming the Reorganization Plan, and a corrected copy of the Reorganization Plan was entered by the Bankruptcy Court on June 3, 2013. The Reorganization Plan became effective on June 11, 2013 (the “Effective Date”). Pursuant to the Reorganization Plan, on the Effective Date, the Company’s existing credit agreements, outstanding convertible subordinated debentures, equity plans and certain other agreements were cancelled. In addition, all outstanding equity interests of the Company that were issued and outstanding prior to the Effective Date were cancelled on the Effective Date. Also on the Effective Date, in accordance with and as authorized by the Reorganization Plan, the Company reincorporated in Delaware and issued a total of 1,000,004 shares of Common Stock of the reincorporated company to holders of certain allowed claims against the Debtors in exchange for such claims. As of June 12, 2013, there were 60 record holders of the new common stock of the reorganized Company issued pursuant to the Reorganization Plan. The Reorganization Plan is described in additional detail above in Item 1, Business.

Our goal is to grow profitably as a leading provider of supplemental education products. We have experienced revenue declines in each of the last four fiscal years due primarily to the significant impact the current macroeconomic conditions have had on school spending. While we anticipate a decline in revenue in fiscal 2014 due to a combination of the macroeconomic conditions and the impact that our bankruptcy filing has had on our business, we believe revenue growth can be realized in future years. We expect to achieve this goal over the long-term through an organic growth strategy based on leveraging our strong brand names and distribution capabilities, transforming the Company’s sales and marketing to a more market-centric emphasis with a balance of new customer acquisition and customer retention, and exploring partnering and licensing opportunities to provide new revenue streams. New revenue streams include exploring opportunities in areas that could expand our addressable market, such as international markets. In addition, the Company is committed to continuing to invest in its internal product development efforts in order to expand curriculum-based product offerings.

Our gross margin has decreased from 40.4% in fiscal 2011 to 39.1% in fiscal 2013. This decrease is primarily related to product mix. The Accelerated Learning segment typically has higher gross margins due to the curriculum-nature of its products. However, the revenue from the Accelerated Learning segment has declined at a faster rate than the Educational Resources segment, resulting in decreasing consolidated gross margins. Also, the year-to-year variation in state adoption revenue affects revenue from sales of Accelerated Learning products, which has an impact on gross margin between years.

In fiscal 2013 and fiscal 2012, our operating losses were $49.4 million and $95.1 million, respectively. The operating loss in fiscal 2013 is due primarily to the goodwill and intangible asset non-cash impairment charges of $45.8 million and pre-petition bankruptcy related charges of $4.7 million that the Company recorded in the third quarter of fiscal 2013. The operating loss in fiscal 2012 was due primarily to the goodwill and intangible asset non-cash impairment charges of $107.5 million that the Company recorded in the third quarter of fiscal 2012. Due to the significance of the impairment charges in fiscal 2013 and 2012, the Company believes it is more meaningful to compare operating income and margin excluding these impairment charges and pre-petition bankruptcy related charges. Excluding the impact of the impairment and bankruptcy charges in fiscal 2013 and 2012, the Company’s operating income was $1.1 million and $12.4 million, respectively. The Company’s business results have been negatively impacted by the continued softness in the economy as well as customer uncertainty caused by the bankruptcy. Economic conditions have resulted in revenue and profitability declines as cautious spending by schools and teachers and state budget deficits have created uncertainty as to upcoming education funding levels from the states. In response to this uncertainty around education funding, anticipated reductions in spending by schools and the uncertainty of the duration of any such reduction, all of which negatively impacted our revenues, the Company initiated a significant expense-reduction plan beginning in fiscal 2010 in order to better balance expenses and product costs with potentially lower revenue. These expense-reduction plans were accomplished through a combination of facility closures, furloughs, functional department consolidations that resulted in staff reductions and improvements in our control of product costs through negotiations with some of the Company’s larger vendors. These cost savings partially offset the revenue shortfall caused by the weakened economy. The Company’s goal of improving operating margins also includes ongoing evaluation of selling, general and administrative expense (“SG&A”) saving opportunities such as potential outsourcing relationships and an in-depth evaluation of total spending needs.

Impairments

In connection with the preparation of the financial statements for the third quarter of fiscal 2013, the Company concluded a triggering event had occurred which would more likely than not reduce the fair value of the reporting units below their carrying value. The triggering event was a combination of the declines in the Company’s forecasted future years’ operating results and cash flows, and the liquidity concerns and eventual default under pre-bankruptcy credit agreements. As a result of the Company’s performance of the goodwill and indefinite-lived intangible asset impairment test as detailed below, the Company recorded an impairment charge of $41.1 million for goodwill and $4.7 million for indefinite-lived intangible assets.

Due to the triggering events identified above, the Company also performed an impairment test of its long-lived assets in the third quarter of fiscal 2013. The Company compared the sum of the undiscounted cash flows during the remaining useful life of the primary asset for each identified asset group to the carrying value of the asset group. No impairment was recorded as a result of this analysis.

In connection with the preparation of the financial statements for the third quarter of fiscal 2012, the Company concluded a triggering event had occurred which required the Company to assess whether the fair values of the reporting units were below their carrying values. The triggering event was a combination of the continued decrease in the Company’s market capitalization and declines in the Company’s forecasted operating results and cash flows. On December 31, 2011, the Company’s closing stock price was $2.50 per share compared with $14.15 per share as of May 1, 2011. As a result of the Company’s performance of the goodwill and indefinite-lived intangible asset impairment test as detailed below, the Company recorded an impairment charge of $86.5 million for goodwill and $21.0 million for indefinite-lived intangible assets in the third quarter of fiscal 2012. See Note 8 of Notes to Consolidated Financial Statements for additional discussion of the impairment charge recorded for goodwill and indefinite-lived intangible assets.

In the first quarter of fiscal 2011, the Company performed its annual impairment test of goodwill and indefinite-lived intangible assets. The continued downturn in the economy and cautious spending by schools and districts pointed to an impairment triggering event at the end of the first quarter of fiscal 2011. The Company had

year-over-year revenue and gross profit declines in excess of 20% during the first quarter of fiscal 2011 and its cost reduction activities could not keep pace with these steeper than expected declines. The Company recorded a $411.2 million and $0.2 million impairment related to goodwill and indefinite-lived intangible assets, respectively.

The continued downturn in the economy as well as cautious spending by schools and districts also has had a negative effect on the Company’s investment in Carson-Dellosa Publishing, LLC (“Carson-Dellosa”). The Company reviews Carson-Dellosa’s unaudited financial statements on a quarterly basis and audited financial statements on an annual basis for indicators of triggering events or circumstances that indicate a potential impairment. During the fourth quarters of fiscal 2013, 2012 and 2011, the Company evaluated its investment in Carson-Dellosa for impairment and recorded other-than-temporary impairment charges of $7.7 million, $9.0 million and $6.9 million, respectively, in other expense in the Company’s Consolidated Statements of Operations. Carson-Dellosa is an unconsolidated affiliate in which the Company has a 35% ownership interest as described below. See Note 7 of Notes to Consolidated Financial Statements for additional discussion of the impairment charge recorded for the investment in unconsolidated affiliate.

Our business and working capital needs are highly seasonal, with peak sales levels occurring from June through October. During this period, we receive, ship and bill the majority of our business so that schools and teachers receive their products by the start of each school year. Our inventory levels increase in April through June in anticipation of the peak shipping season. The majority of shipments are made between June and October and the majority of cash receipts are collected from September through December. As a result, we usually earn more than 100% of our annual net income in the first two quarters of our fiscal year and operate at a net loss in our third and fourth fiscal quarters.

The fiscal 2013 back-to-school season was another year of cautious school spending. This cautious school spending contributed to a revenue decline in fiscal 2013 of approximately 7.8%. This rate of decline has slowed significantly as compared to declines experienced in the past five fiscal years and the Company believes school funding is beginning to stabilize. While the Company still expects a decline in revenues in fiscal 2014 as this stabilization continues, it believes it has positioned itself to expand operating margins when revenue increases.

Acquisition and Divestiture

During fiscal 2012, the Company sold its SEEDS of Science/Roots of Reading program for $6.7 million and recognized a $4.4 million gain in its operations. The Company considered this program to be ancillary to its other curriculum products and non-core to the rest of the product portfolio. The Company will continue to review and consider divestment of non-core assets or products.

During fiscal 2011, the Company completed the acquisition of a portion of the operating assets of Telex (“Telex”) for an aggregate purchase price of $0.4 million. The assets acquired relate to Telex’s distribution of headphones, earphones, headsets, and their replaceable cords used in the education marketplace. The earphone and headphone models acquired included the Discovery, Odyssey, Explorer and 610 models. This business has been integrated into the Company’s Califone business within the Educational Resources segment. The results of this business have been included in the accompanying consolidated financial statements under Item 8 since the date of acquisition and would not have had a material effect on the Company’s overall performance on a pro forma basis and did not have a material effect on the Company’s fiscal 2011 performance.

Results of Operations

The following table sets forth certain information as a percentage of revenues on a historical basis concerning our results of operations for the fiscal years 2013, 2012 and 2011:


	Fiscal Year
	2013			2012			2011
Revenues		100.0	%		100.0	%		100.0	%
Cost of revenues		60.9			61.3			59.6

Gross profit		39.1			38.7			40.4
Selling, general and administrative expenses		39.6			37.6			37.7
(Gain) on sale of product line		0.0			-0.6			0.0
Impairment charge		6.8			14.7			54.0

Operating loss		-7.3			-13.0			-51.3
Interest expense		4.2			3.7			3.7
Loss on early extinguishment of debt		1.5			0.0			0.0
Early termination of long-term indebtedness		3.9			0.0			0.0
Impairment of long-term asset		0.2			0.0			0.0
Impairment of investment in unconsolidated affiliate		1.1			1.2			0.9
Expense associated with convertible debt exchange		0.0			0.1			0.3

Loss before reorganization costs and provision for (benefit from) income taxes		-18.2			-18.0			-56.2
Bankruptcy related reorganization costs		3.4			0.0			0.0

Loss before provision for (benefit from) income taxes		-21.6			-18.0			-56.2
Provision for (benefit from) income taxes		0.0			0.0			-9.6

Net loss		-21.6	%		-18.0	%		-46.6	%

Consolidated Results

Fiscal 2013 Compared to Fiscal 2012

The following discussion and analysis of fiscal 2013 results compared to fiscal 2012 results is based on a comparison of the Company’s results of operations from continuing operations.

Overview of Fiscal 2013

Revenues for fiscal 2013 decreased 7.8% to $675.0 million as compared to $732.0 million in fiscal 2012. The Educational Resources and Accelerated Learning segments experienced revenue declines of 5.8% and 13.0% in fiscal 2013, respectively. The revenue declines in both the Educational Resources and the Accelerated Learning segments were attributable primarily to the current macroeconomic conditions and the impact those conditions have had on state budget funding levels. According to the National Bureau of Economic Research, state revenue collections underperformed forecasts during the latest recession. Since approximately 50% of school funding is provided by states, the Company believes the decreased state revenues are adversely affecting school funding and the related spending by schools. In addition, the Company believes the Chapter 11 Cases negatively impacted revenues in the fourth quarter of fiscal 2013 due to a combination of customer uncertainty as to the status of the Company and increased backorders associated with procuring product due to liquidity constraints. State tax receipts, a key component of school funding, have shown modest signs of recovery. However, local tax revenues, another major source of school funding, continue to be depressed. These factors, coupled with the lingering effects of the Chapter 11 Cases during our peak ordering season, lead management to believe that fiscal 2014 will be a year of continued revenue decline, although management anticipates a slower rate of decline.

Gross margin increased 40 basis points to 39.1% in fiscal 2013 as compared to 38.7% in fiscal 2012. The increased gross margin was related primarily to improvements in Educational Resources gross margin. The Company expects gross margin to continue to show modest improvement in fiscal 2014.

SG&A increased 200 basis points as a percent of revenue in fiscal 2013 as compared to fiscal 2012. SG&A attributable to the Educational Resources and Accelerated Learning segments decreased a combined $23.3 million and Corporate SG&A increased $15.8 million in fiscal 2013 as compared fiscal 2012. The increase in Corporate SG&A was related primarily to the effect of lower costs related to company-wide furloughs taken in the third quarter of fiscal 2012 that did not occur in fiscal 2013 and an increase in employee healthcare costs and professional and outside services. The remaining increase is due to $4.7 million of reorganization expenses incurred during the third quarter of fiscal 2013 with attorneys and other advisors in relation to the preparation for the Company’s bankruptcy filing.

Operating loss was $49.4 million in fiscal 2013 as compared to $95.1 million in fiscal 2012. Operating margins decreased from 1.7% in fiscal 2012 to 0.2% in fiscal 2013 excluding the impact of the impairment charges and bankruptcy related charges. The decrease in operating margins is a result of declines in school spending in fiscal 2013 due to the uncertainty in education funding levels and state budgetary concerns.

Revenue

Revenue decreased 7.8% from $732.0 million in fiscal 2012 to $675.0 million in fiscal 2013. Approximately $14 million of the full year revenue decline occurred in the fourth quarter. The Company believes that the Chapter 11 Cases, and the related uncertainty it created for customers and vendors, contributed to the revenue decline in the fourth quarter of fiscal 2013. Backorders increased as the Company experienced product shortages related to its inability to meet pre-bankruptcy commitments to vendors.

Educational Resources segment revenue decreased 5.8% from $526.3 million in fiscal 2012 to $495.8 million in fiscal 2013. The decline in Educational Resources segment revenue was comprised of a decline of approximately $19 million in the supplies category and a decline of approximately $11 million in the furniture category. The decline in the supplies category is related primarily to classroom supplemental products and other specialty brands which schools consider more discretionary than basic school supplies. Segment revenue in the fourth quarter of fiscal 2013 was down $10.9 million, or 11.3%, which we believe was partially related to the Chapter 11 Cases.

Accelerated Learning segment revenues decreased by 13.0% from $205.1 million in fiscal 2012 to $178.5 in fiscal 2013. Approximately $13.5 million of the decline was related to decreased school spending on our science division curriculum and the prior year disposition of our SEEDS of Science product line. While the majority of the decline in the science curriculum was anticipated due to large prior year shipments for science adoptions in Indiana, Nevada and New York City that were not expected to repeat in fiscal 2013, the Company believes that school districts continue to delay spending as the impact from the pending changes to Next Generation Science Standards and general economic conditions remains uncertain. Approximately $12.4 million of the decline is related to our student planner and agenda products, which we believe schools consider more discretionary in nature. Segment revenue in the fourth quarter of fiscal 2013 was down $3.6 million, or 15.3%, which we believe was partially related to the Chapter 11 Cases.

Gross Profit

Gross profit decreased 6.7% from $283.0 million in fiscal 2012 to $263.9 million in fiscal 2013. The decrease in consolidated revenue resulted in approximately $22.1 million of the decline in gross profit had consolidated gross margin remained constant. Gross margin increased 40 basis points, from 38.7% in fiscal 2012

to 39.1% in fiscal 2013 primarily due to improvements in Educational Resources gross margin. The Accelerated Learning segment generates higher gross margin due to its curriculum-based products than the Educational Resources segment and accounted for 26.4% of consolidated revenue in fiscal 2013 compared to 28.1% in fiscal 2012. This shift in sales between segments partially offset the increase in consolidated gross margin by approximately 20 basis points.

Educational Resources segment gross profit decreased $3.8 million from $174.2 million in fiscal 2012 to $170.4 in fiscal 2013. Gross margin increased 100 basis points from 33.1% in fiscal 2012 to 34.1% in fiscal 2013. The increase was related to margin improvements in furniture and supplies associated with product pricing.

Accelerated Learning segment gross profit decreased $13.8 million from $108.1 million in fiscal 2012 to $94.3 million in fiscal 2013. The decrease in gross profit for fiscal 2013 compared to fiscal 2012 is due to decreased spending on the Company’s curriculum products. Gross margin increased 10 basis points from 52.7% in fiscal 2012 to 52.8% in fiscal 2013. Increased product development amortization spread over a smaller revenue base resulted in a 90 basis point reduction in gross margins in fiscal 2013. Favorable product mix partially offset this reduction.

Selling, General and Administrative Expenses

SG&A includes selling expenses, the most significant of which are wages and sales commissions; operations expenses, which include customer service, warehouse and out-bound freight costs; catalog costs; general administrative overhead, which includes information systems, accounting, legal and human resources; and depreciation and intangible asset amortization expense.

As a percent of revenue, SG&A increased from 37.6% in fiscal 2012 to 39.6% in fiscal 2013. SG&A decreased $7.5 million from $275.0 million in fiscal 2012 to $267.5 million in fiscal 2013. SG&A attributable to the Educational Resources and Accelerated Learning segments decreased a combined $23.3 million and Corporate SG&A increased $15.8 million in fiscal 2013 as compared to fiscal 2012. Approximately $7.5 million of the increase relates to costs associated with the Chapter 11 Cases. This includes $4.7 million of pre-petition expenses associated with attorney and advisor fees incurred in preparation of the Chapter 11 filing and $2.8 million of expenses associated with Company’s rejection of the lease, and subsequent shutdown, of the Mt. Joy, Pennsylvania distribution center. The effect of company-wide furloughs taken in the third quarter of fiscal 2012 that did not occur in fiscal 2013 and an increase in employee healthcare costs and professional and outside services contributed to the increase in Corporate SG&A.

Educational Resources segment SG&A decreased $13.4 million, or 9.3%, from $144.1 million in fiscal 2012 to $130.7 million in fiscal 2013. The segment had a decrease of $7.4 million in marketing costs primarily associated with a decrease in catalog costs related to continued refinements in the Company’s circulation strategy. In addition, reduced volume led to an approximate $3.7 million decrease in its variable costs such as transportation, warehousing, and selling expenses. The remaining decrease is related primarily to headcount reductions. Educational Resources segment SG&A decreased as a percent of revenues from 27.4% in fiscal 2012 to 26.4% in fiscal 2013.

Accelerated Learning segment SG&A decreased $9.9 million, or 11.4%, from $86.9 million in fiscal 2012 to $77.0 million in fiscal 2013. Reduced volume led to approximately $4.5 million of a decrease in the segment’s variable costs such as transportation, warehousing, and selling expenses. The remaining reduction is related primarily to segment headcount reductions and other compensation-related cost saving actions. Accelerated Learning segment SG&A increased as a percent of revenues from 42.4% for the fiscal year ended April 28, 2012 to 43.1% for the fiscal year ended April 27, 2013.

Bankruptcy Related Reorganization Costs

As of April 27, 2013, the Company had incurred $23.0 million of post-petition charges related to its Chapter 11 bankruptcy filing and costs related to debtor in possession (“DIP”) financing required as part of the bankruptcy process. Professional fees incurred with attorneys and other advisors were $12.4 million. The remaining reorganization expense was primarily related to the DIP financing. Bankruptcy-related expenses incurred post-petition have been classified as “Bankruptcy Related Reorganization Costs” on the Company’s Statement of Operations. Bankruptcy-related costs incurred pre-petition have been classified as SG&A.

Impairment Charges

The Company recorded $45.8 million of impairment charges in fiscal 2013. Due to a triggering event in the third quarter, the Company recorded a goodwill impairment charge of $41.1 million, which consisted of $27.5 million, $9.7 million and $3.9 million for the Planning and Student Development, Reading and Califone reporting units, respectively. An impairment charge of $4.7 million was related to indefinite-lived intangible assets of the Accelerated Learning segment.

Interest Expense

Interest expense increased $1.4 million from $27.2 million in fiscal 2012 to $28.6 million in fiscal 2013. The increase is related primarily to higher borrowing costs on the Company’s pre-petition term loan as compared with the borrowing costs under the credit agreement in place during fiscal 2012. These increases have been partially offset by approximately $3.7 million of reduced interest expense on the Company’s convertible debt. Since the convertible debt was an unsecured claim which management believed was unlikely to be allowed as a priority claim in the Chapter 11 Cases, interest on the convertible debt was not subsequent to the Company’s January 28, 2013 bankruptcy filing.

Loss on Early Extinguishment of Debt

The Company recorded a $10.2 million charge in fiscal 2013 associated with the unamortized debt issuance costs related to the pre-bankruptcy credit facilities.

Early Termination of Long-Term Indebtedness

During the second quarter of fiscal 2013 the Company recorded a $1.2 million early payment fee associated with the Company’s repayment of a portion of its pre-petition term loan.

During the third quarter of fiscal 2013, the Company recorded a $25.1 million prepayment charge related to the acceleration of the obligations under the term loan credit agreement. The charge was triggered by the Company’s non-compliance with the minimum liquidity covenant. The early prepayment fee represented the present value of interest payments due to Bayside Finance, LLC during the term of the term loan credit agreement.

Impairment of Long-Term Asset

In the second quarter of fiscal 2013 the Company recorded a $1.4 million impairment charge related to the note receivable it had recorded on its balance sheet from the sale of the Visual Media business in fiscal 2008. The Company received proceeds of $3.0 million in conjunction with the settlement of the note receivable that was used to pay down a portion of the then-outstanding term loan.

Impairment of Unconsolidated Affiliate Investment

The Company recorded an impairment of its investment in Carson-Dellosa in both fiscal 2013 and fiscal 2012. The value of the Company’s 35% ownership interest was re-evaluated in fiscal 2013 and fiscal 2012 as Carson-Dellosa operating results did not achieve expectations and prospective forecasts were lowered based on continued school spending declines in the supplemental education market. The decline in current and projected cash flows resulted in the value of the Company’s ownership interest being $7.7 million less than the Company’s carrying amount in fiscal 2013. In fiscal 2012, this investment was written down by $9.0 million. The write downs in both years have been reflected in other expense.

Provision for/(Benefit from) Income Taxes

The benefit from income taxes was $0.3 million in fiscal 2013 as compared to a provision for income taxes of $0.2 million in fiscal 2012. The current year benefit from income taxes includes $8.5 million of income tax benefit related to the $45.8 million goodwill and non-amortizable asset impairment. The fiscal 2012 benefit from income taxes included $22.3 million of income tax benefit related to the $107.5 million impairment of goodwill and non-amortizable asset impairment. For fiscal 2013 and 2012, approximately $26.1 million and $52.6 million, respectively, of the goodwill and non-amortizable intangible asset impairment was related to non-deductible goodwill and non-amortizable intangible assets associated with a past stock acquisition for which a tax benefit was not recorded. The remaining $19.7 million impairment generated the $8.5 million of tax benefit in fiscal 2013 and the remaining $54.9 million impairment generated the $22.3 million in fiscal 2012.

The tax provision for fiscal 2013 also includes an increase in our valuation allowance of $38.6 million against deferred tax assets which the Company determined did not meet the standard of more likely than not of being realized. In fiscal 2012, the Company recorded a valuation allowance of $32.6 million. The total valuation allowance at the end of fiscal 2013 is $71.3 million.

Fiscal 2012 Compared to Fiscal 2011

The following discussion and analysis of fiscal 2012 results compared to fiscal 2011 results is based on a comparison of the Company’s results of operations from continuing operations.

Overview of Fiscal 2012

Revenues for fiscal 2012 decreased 3.9% to $732.0 million as compared to $762.1 million in fiscal 2011. The Educational Resources and Accelerated Learning segments experienced revenue declines of 1.6% and 9.5% in fiscal 2012, respectively. The revenue declines in both the Educational Resources and the Accelerated Learning segments were attributable primarily to the current macroeconomic conditions and the impact those conditions have had on state budget funding levels.

Gross margin decreased 170 basis points to 38.7% in fiscal 2012 as compared to 40.4% in fiscal 2011. The decreased gross margin was related primarily to price discounting in the Educational Resources segment and product mix as the higher margin Accelerated Learning segment had a steeper revenue decline.

SG&A decreased 10 basis points as a percent of revenue in fiscal 2012 as compared to fiscal 2011. The decrease in SG&A as a percent of revenue was due to compensation –related decisions during the year, including employee furloughs and a reduction in force. Total SG&A declined by $12.6 million in fiscal 2012 as compared to fiscal 2011. The Company’s current full-time staffing was down approximately 150 individuals, or 8%, in fiscal 2012 as compared to fiscal 2011.

In the third quarter of fiscal 2012, the Company sold the SEEDS of Science/Roots of Reading product line for $6.7 million. The Company recorded a gain on the sale of assets of $4.4 million.

We recorded $107.5 million of pre-tax impairment charges in the third quarter of fiscal 2012. The triggering event for the impairment analysis was a combination of the continued decrease in the Company’s market capitalization and declines in the Company’s forecasted future years’ operating results and cash flows. On December 31, 2011, the Company’s closing stock price was $2.50 per share, compared with $14.15 per share as of May 1, 2011. The Company’s performance of the goodwill and indefinite-lived intangible asset impairment test resulted in an impairment charge of $86.5 million for goodwill and $21.0 million for indefinite-lived intangible assets. We recorded $411.4 million of pre-tax impairment charges in the first quarter of fiscal 2011 primarily to reduce the carrying value of goodwill of the Educational Resources reporting unit, which is part of the Educational Resources segment, and the Science and Planning and Student Development reporting units, which are part of the Accelerated Learning segment. The Company experienced a significant decline in revenue and operating income in the first quarter, as education spending continued to suffer from the ongoing economic downturn. This, coupled with the decline in the Company’s market capitalization during the first quarter of fiscal 2011, led to the determination during that period that goodwill and an indefinite-lived tradenames were impaired.

The Company also recorded a $9.0 million and $6.9 million pre-tax impairment charges related to its investment in Carson-Dellosa in the fourth quarters of fiscal 2012 and 2011, respectively due to experienced declines in Carson-Dellosa’s revenue and operating income in those fiscal years.

Operating loss was $95.1 million in fiscal 2012 as compared to $391.4 million in fiscal 2011. Operating margins decreased from 2.6% in fiscal 2011 to 1.7% in fiscal 2012 excluding the impact of the impairment charge. The decrease in operating margins was a result of declines in school spending in fiscal 2012 due to the uncertainty in education funding levels and state budgetary concerns.

Revenue

Revenue decreased 3.9% from $762.1 million in fiscal 2011 to $732.0 million in fiscal 2012. Approximately 1% of the decline, or $7.5 million was related to the incremental week in fiscal 2011 versus fiscal 2012 (53-week year versus 52-week year).

Educational Resources segment revenue decreased 1.6% from $534.8 million in fiscal 2011 to $526.3 million in fiscal 2012. The decline in Educational Resources segment revenue was comprised of a decline of approximately $7 million in the supplies category and a decline of approximately $2 million in the furniture category. Approximately $6 million of the overall segment decline was related to the 52-week year in fiscal 2012 versus fiscal 2011’s 53-week year. Thus, revenue was essentially flat between fiscal 2011 and fiscal 2012 on a comparable week basis.

Revenue for the supplies category had declined in fiscal 2011 due to execution issues in both the consolidation of the Company’s bid departments, which respond to customer bid requests, and the streamlining of the Company’s pricing and discount structure. The consolidation of the Company’s bid departments resulted in an organization that was not properly staffed to effectively respond to bid opportunities. Thus, the Company’s number of successful bid awards was negatively impacted, which the Company believes contributed to decreased revenue. The Company had addressed the staffing issues in the consolidated bid department and believes it more effectively responded to customer bid requests in fiscal 2012. For the fiscal 2011 back to school season, the Educational Resources segment of the Company consolidated pricing strategies of various brands. Historically, the Educational Resources segment used a variety of price and discount strategies for its different brands and catalogs. In moving to a consolidated pricing structure that was common to all brands, catalog prices and discounts were revised with the intention of creating a more consistent and easier to understand pricing structure for the customer. This consolidated pricing structure instead created customer confusion in fiscal 2011 due to the Company’s ineffective communication of these new price points and discounting to the customer. The Company believes that this customer confusion contributed to a revenue decline in the first nine months of fiscal 2011 and led to the Company offering steeper price discounts in order to prevent any further revenue erosion. The

Company believes that better communication to customers of its pricing strategy stabilized price erosion and its impact on revenue and gross margin in fiscal 2012. The Company believes that its correction of these fiscal 2011 issues offset revenue declines from continued decreases in school spending.

Accelerated Learning segment revenues decreased by 9.5% from $226.6 million in fiscal 2011 to $205.1 in fiscal 2012. Approximately $11 million of the decline was related to the Company’s student planner and agenda products. Reductions in school funding of planners and agendas resulted in a combination of schools electing to forego agenda purchases entirely in the current school year, schools transitioning to lower priced agendas or lost business to lower-end competitors. The remaining decline was attributable primarily to the Company’s curriculum products, which have been more susceptible to softer school spending partly attributable to delays in the finalization of a national curriculum. Partially offsetting the decline in the curriculum products was approximately $5.6 million of science adoption revenue in Indiana.

Gross Profit

Gross profit decreased 8.0% from $307.5 million in fiscal 2011 to $283.0 million in fiscal 2012. The decrease in consolidated revenue resulted in approximately $12 million of the decline in gross profit had consolidated gross margin remained constant. The decrease in consolidated gross margin of 170 basis points, from 40.4% in fiscal 2011 to 38.7% in fiscal 2012, decreased gross profit by $12.4 million. The decreased gross margin was related to higher price discounts within the Educational Resources segment due to competitive pricing within the market and decreased revenues and product mix in the Accelerated Learning segment around new curriculum-based materials. In addition, a shift in product mix between the Company’s segments accounted for approximately 40 basis points of gross margin decrease in fiscal 2012. The Accelerated Learning segment, which generates higher gross margin than the Educational Resources segment, due to its curriculum-based products, accounted for 29.7% of the consolidated revenue in fiscal 2011 compared to 28.1% in fiscal 2012.

Educational Resources segment gross profit decreased $5.2 million from $179.4 million in fiscal 2011 to $174.2 in fiscal 2012. The decrease in segment revenue resulted in approximately $3 million of the decline in gross profit had segment gross margin remained constant. The decrease in gross margin of 40 basis points from 33.5% in fiscal 2011 to 33.1% in fiscal 2012 decreased gross profit by $2.2 million. Approximately 80 basis points of the decline in gross margin is related to cost increases such as higher freight costs attributable to fuel prices and substitution of higher cost domestic products to meet an increase in demand of products typically sourced overseas. The decline was partially offset by an increase of approximately 20 basis points in gross margin related to product mix shift within the segment towards more profitable products.

Accelerated Learning segment gross profit decreased $17.8 million from $125.9 million in fiscal 2011 to $108.1 million in fiscal 2012. The decrease in segment revenue resulted in a $12.0 million decline in gross profit had segment gross profit remained constant. The decrease in gross margin of 280 basis points from 55.5% in fiscal 2011 to 52.7% in fiscal 2012 resulted in a decrease in gross profit of $5.8 million. Approximately 100 basis points of the decline was related to increased product development amortization spread over a smaller revenue base. The remaining decrease in gross margin was related to a loss of higher margin revenue associated with the Company’s curriculum products as well as increased plastic costs for agenda products.

Selling, General and Administrative Expenses

As a percent of revenue, SG&A decreased from 37.7% in fiscal 2011 to 37.6% in fiscal 2012. SG&A decreased $12.6 million from $287.6 million in fiscal 2011 to $275.0 million in fiscal 2012. Approximately $3.5 million of the SG&A savings for fiscal 2012 is related to company-wide furloughs during the year and reduced headcount year-over-year. SG&A attributable to the Educational Resources and Accelerated Learning segments decreased a combined $16.2 million and Corporate SG&A increased $3.6 million in fiscal 2012 as compared to fiscal 2011. Approximately $2 million of the increase in Corporate SG&A was related to additional depreciation expense, primarily for software and business system upgrades made in prior years. Incremental severance costs contributed $0.6 million of the year-over-year increase.

Educational Resources segment SG&A decreased $8.1 million, or 5.3%, from $152.2 million in fiscal 2011 to $144.1 million in fiscal 2012. The segment had a decrease of approximately $4.0 million in its variable SG&A costs such as transportation, warehousing, and selling expenses associated with decreased revenues. The segment’s portion of the consolidated savings related to the above-mentioned company-wide furloughs was approximately $1.6 million. The remaining decrease was related primarily to headcount reductions and a reduction in severance expense. Educational Resources segment SG&A decreased as a percent of revenues from 28.5% for the fiscal year ended April 30, 2011 to 27.4% for the fiscal year ended April 28, 2012.

Accelerated Learning segment SG&A decreased $8.1 million, or 8.5%, from $95.0 million in fiscal 2011 to $86.9 million in fiscal 2012. Reduced volume led to approximately $6.3 million of a decrease in the segment’s variable costs such as transportation, warehousing, and selling expenses. The segment’s portion of the consolidated savings related to the above-mentioned company-wide furloughs was approximately $1.2 million. The remaining decrease was related primarily to headcount reductions. Accelerated Learning segment SG&A increased as a percent of revenues from 41.9% for the fiscal year ended April 30, 2011 to 42.4% for the fiscal year ended April 28, 2012.

Gain on Sale of Product Line

In the third quarter of fiscal 2012, the Company sold the SEEDS of Science/Roots of Reading product line for $6.7 million. The Company recorded a gain on the sale of assets of $4.4 million.

Impairment Charges

The Company recorded $107.5 million of goodwill and other intangible asset impairment charges in fiscal 2012 based on an assessment during the third quarter of fiscal 2012. The goodwill impairment charge was $86.5 million, which consisted of $47.4 million, $20.3 million, $7.8 million and $11.0 million for the Planning and Student Development, Science, Reading and Califone reporting units, respectively. An impairment of $21.0 million was related to indefinite-lived intangible assets of both the Educational Resources and Accelerated Learning segments. The Company recorded $411.4 million of impairment charges in fiscal 2011 pursuant to its annual goodwill and intangible asset assessment. The goodwill impairment charge was $411.2 million, which consisted of $247.9 million, $55.4 million, and $106.1 million for the Educational Resources, Science, and Planning and Student Development reporting units, respectively. An impairment of $0.2 million was related to an indefinite-lived tradename intangible.

Interest Expense

Net interest expense decreased $1.0 million from $28.2 million in fiscal 2011 to $27.2 million in fiscal 2012. The decrease was related primarily to a $0.5 million reduction in commitment fees on unborrowed funds under the Company’s credit facility in fiscal 2012 as the total facility size was reduced through amendments to the Credit Agreement. Non-cash interest expense associated with the Company’s then-outstanding convertible notes decreased by approximately $0.5 million. These decreases were partially offset by increased amortization of loan fees in fiscal 2012.

Other Expense

In the first quarter of fiscal 2012 and the fourth quarter of fiscal 2011, the Company entered into exchange agreements with holders of $57.5 million and $100.0 million, respectively, in aggregate principal amount of the Company’s 3.75% Convertible Debentures due 2026 that were originally issued in 2006. In the exchanges for their old debentures, the holders received new debentures with changes to the conversion, put and premium features. The Company incurred and expensed $1.1 million and $1.9 million in issuance costs in conjunction with these exchange transactions in fiscal 2012 and fiscal 2011, respectively.

The Company recorded an impairment of its equity method investment in Carson-Dellosa in both fiscal 2012 and fiscal 2011. The value of the Company’s 35% ownership interest was re-evaluated in fiscal 2012 as Carson-Dellosa operating results did not achieve expectations and prospective forecasts were lowered based on continued school spending declines in the supplemental education market. The decline in current and projected cash flows resulted in the value of the Company’s ownership interest being $9.0 million less than the Company’s carrying amount. In fiscal 2011, this equity method investment was written down by $6.9 million. The write downs in both years have been reflected in other expense.

Provision for/(Benefit from) Income Taxes

The provision for income taxes was $0.2 million in fiscal 2012 as compared to a benefit from income taxes of $73.1 million in fiscal 2011. The current year provision for income taxes includes $22.3 million of income tax benefit related to the $107.5 million goodwill and non-amortizable asset impairment. The fiscal 2011 benefit from income taxes included $66.5 million of income tax benefit related to the $411.4 million impairment of goodwill and non-amortizable asset impairment. For fiscal 2012 and 2011, approximately $52.6 million and $237.8 million, respectively, of the goodwill and non-amortizable intangible asset impairment was related to non-deductible goodwill and non-amortizable intangible assets associated with a past stock acquisition for which a tax benefit was not recorded. The remaining $54.9 million impairment generated the $22.3 million of tax benefit in fiscal 2012 and the remaining $173.4 million impairment generated the $66.5 million in fiscal 2011.

The tax provision for fiscal 2012 also included a valuation allowance of $32.6 million against deferred tax assets which the Company determined did not meet the standard of more likely than not of being realized. This is due to the Company’s recent history of losses and forward-looking projections of a taxable loss in fiscal 2013. There was no valuation allowance recorded in fiscal 2011.

Due to the significant impact the impairment charge and valuation allowance had on the effective rate, the Company believes the tax benefit and effective rate excluding these items is a better comparison between fiscal 2012 and fiscal 2011. Excluding the impairment charge and valuation allowance, fiscal 2012 would have had a tax benefit of $9.4 million as compared to a tax benefit of $6.6 million for fiscal 2011. The increase was related to a decline in pre-tax income excluding impairment. Excluding impairment and valuation allowance, the effective tax rate was 37.1% in fiscal 2012 as compared to 39.2% in fiscal 2011.

Excluding impairment and valuation allowance, the effective income tax rate of 37.1% exceeds the federal statutory rate of 35% primarily due to state income taxes.

Liquidity and Capital Resources

At April 27, 2013, the Company had negative working capital of $30.3 million. Our capitalization at April 27, 2013 was $294.5 million and consisted of debt of $373.7 million and shareholders’ deficit of $79.2 million.

On May 22, 2012, the Company entered into an Asset-Based Credit Agreement (the “2012 ABL Facility”) and Term Loan Credit Agreement (the “Term Loan”), which replaced the Company’s then-existing credit facility. The lenders under the 2012 ABL Facility agreed to provide a revolving senior secured asset-based credit facility in an aggregate principal amount of $200 million. Under the Term Loan, the lenders agreed to make a term loan to the Company in aggregate principal amount of $70 million. The Company used the proceeds of the 2012 ABL Facility and the Term Loan to repay outstanding indebtedness under the Company’s previous credit facility. Both the 2012 ABL Facility and the Term Loan contained customary events of default and certain financial, affirmative and negative covenants. The Company was not in compliance with the minimum liquidity covenant under the term loan as of the end of December, 2012. As a result, the Company entered into a forbearance agreement with the 2012 ABL Facility and Term Loan lenders on January 4, 2013.

On January 28, 2013 the Debtors filed voluntary petitions for relief under Chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The cases (the “Chapter 11 Cases”) were being jointly administered as Case No. 13-10125 (KJC) under the caption “In re School Specialty, Inc., et al.” The Debtors continued to operate their business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and orders of the Bankruptcy Court. The Company’s foreign subsidiaries were not part of the Chapter 11 Cases.

Subsequent to filing the Chapter 11 Cases, on January 31, 2013, the Company entered into a Senior Secured Super Priority Debtor-in-Possession Credit Agreement (the “Bayside DIP Agreement”) by and among the Company, certain of its subsidiaries, Bayside Finance, LLC (“Bayside”) (as Administrative Agent and Collateral Agent), and the lenders party to the Bayside Credit Agreement and a Debtor-in-Possession Credit Agreement (the “ABL DIP Agreement”) by and among Wells Fargo Capital Finance, LLC (as Administrative Agent, Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner) and GE Capital Markets, Inc. (as Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner and Syndication Agent), General Electric Capital Corporation (as Syndication Agent), and the lenders that are party to the Asset-Based Credit Agreement (the “Asset-Based Lenders”) and the Company and certain of its subsidiaries.

The Bayside DIP Agreement provided for a senior secured, super-priority revolving credit facility of up to $50 million (the “Bayside DIP Facility”), with an initial borrowing upon closing of $15 million, and subsequent borrowings of $8.0 million.

Borrowings by the Company under the Bayside DIP Facility were subject to borrowing limitations based on the exhaustion of availability of credit under the ABL DIP Facility (as defined below) and certain other conditions. The principal amounts outstanding under the Bayside DIP Facility bore interest based on applicable LIBOR or base rates plus margins as set forth in the Bayside DIP Agreement. Upon the occurrence of an event of default in the Bayside DIP Agreement, an additional default interest rate of 3.0% per annum applied. The Bayside DIP Agreement also provided for certain additional fees payable to the agents and lenders.

All borrowings under the Bayside DIP Agreement were required to be repaid on the earliest of (i) June 30, 2013, and (ii) the date of termination of the Bayside DIP Agreement, whether pursuant to the consummation of a sale of substantially all of the assets of the Debtors under section 363 of the Bankruptcy Code, or (iii) certain other termination events.

Pursuant to a Security and Pledge Agreement, the Bayside DIP Facility was secured by substantially all assets of the Company and the guarantor subsidiaries. Under an intercreditor agreement between the Asset-Based Lenders and the Bayside Lenders (the “Intercreditor Agreement”) the Bayside Lenders had a first priority security interest in all interests in real property, all intellectual property, all equipment and fixtures, and certain other assets of the Company and its subsidiaries, and had a second priority security interest in accounts receivable, inventory and certain other assets of the Company and the subsidiary guarantors, subordinate only to the first priority security interest of the Asset-Based Lenders in such assets. The obligations under the Bayside DIP Facility were extinguished with proceeds from the Ad Hoc DIP Agreement discussed below.

The ABL DIP Agreement provided a revolving senior secured asset-based credit facility (the “ABL DIP Facility”) in an aggregate principal amount of $175 million. Outstanding amounts under the ABL DIP Facility bore interest at a rate per annum equal to either: (1) a base rate (equal to the greatest of (a) the prime lending rate, (b) the federal funds rate plus 0.50%, and (c) the 30-day LIBOR rate plus 1.00% per annum) plus 2.75%, or (2) a LIBOR rate plus 3.75%. The default interest rate was three percentage points above the otherwise applicable rate.

Pursuant to a Guaranty and Security Agreement, the ABL DIP Facility was secured by substantially all assets of the Company and the guarantor subsidiaries. Under the Intercreditor Agreement, the Asset-Based Lenders had a first priority security interest in accounts receivable, inventory and certain other assets of the Company and the subsidiary guarantors, and had a second priority security interest in all interests in real property, all intellectual property, all equipment and fixtures, and certain other assets of the Company and its subsidiaries, subordinate only to the first priority security interest of the Bayside Lenders in such assets.

The ABL DIP Agreement contained customary events of default and affirmative and negative covenants, including (but not limited to) affirmative covenants relating to reporting, appointment of a chief restructuring officer, and bankruptcy transaction milestones, and negative covenants related to the financing order of the Bankruptcy Court, additional indebtedness, liens, assets, fundamental changes, and use of proceeds.

On February 27, 2013, the Company entered into a Senior Secured Super Priority Debtor-in-Possession Credit Agreement (the “Ad Hoc DIP Agreement”) by and among the Company, certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent and the lenders party to the Ad Hoc DIP Agreement, which replaced the Bayside DIP Agreement, the related Bayside DIP Facility and the Term Loan Credit Agreement.

The Ad Hoc DIP Agreement provided for a senior secured, super-priority revolving credit facility of up to $155 million (the “Ad Hoc DIP Facility”), with an initial borrowing upon closing of $130 million, and subsequent borrowings of $15 million following the entry of the final order of the Bankruptcy Court and upon the satisfaction of certain conditions.

The principal amounts outstanding under the Ad Hoc DIP Facility bore interest based on applicable LIBOR or base rates plus margins as set forth in the Ad Hoc DIP Agreement. Upon the occurrence of an event of default in the Ad Hoc DIP Agreement, an additional default interest rate of 2.0% per annum applies. The Ad Hoc DIP Agreement also provides for certain additional fees payable to the agents and lenders.

All borrowings under the Ad Hoc DIP Agreement were required to be repaid on the earliest of (i) June 30, 2013, and (ii) the date of termination of the Ad Hoc DIP Agreement, whether pursuant to the consummation of a sale of substantially all of the assets of the Debtors under section 363 of the Bankruptcy Code, or (iii) certain other termination events.

Pursuant to a Security and Pledge Agreement, the Ad Hoc DIP Facility was secured by a first priority security interest in substantially all of the assets of the Company and the guarantor subsidiaries.

On May 23, 2013, the Bankruptcy Court approved the Reorganization Plan pursuant to a Confirmation Order dated May 23, 2013, as corrected June 3, 2013 (the “Confirmation Order”). On the Effective Date of the Reorganization Plan, the Ad Hoc DIP Facility and the ABL DIP Facility and the related security agreements were terminated in accordance with the terms of the Reorganization Plan.

On June 11, 2013, in accordance with the Reorganization Plan, the Company entered into a Loan Agreement (the “Asset-Based Credit Agreement”) among the Company, Bank of America, N.A, as Agent, SunTrust Bank, as Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Bookrunners, and the Lenders that are party to the Asset-Based Credit Agreement (the “Asset-Based Lenders”).

Under the Asset-Based Credit Agreement, the Asset-Based Lenders agreed to provide a revolving senior secured asset-based credit facility (the “New ABL Facility”) in an aggregate principal amount of $175 million. Outstanding amounts under the New ABL Facility will bear interest at a rate per annum equal to, at the Company’s election: (1) a base rate (equal to the greatest of (a) the prime lending rate, (b) the federal funds rate plus 0.50%, and (c) the 30-day LIBOR rate plus 1.00% per annum) (the “Base Rate”) plus an applicable margin (equal to a specified margin based on the interest rate elected by the Company, the fixed charge coverage ratio under the New ABL Facility and the applicable point in the life of the New ABL Facility) (the “Applicable Margin”), or (2) a LIBOR rate plus the Applicable Margin (the “LIBOR Rate”). Interest on loans under the New ABL Facility bearing interest based upon the Base Rate will be due monthly in arrears, and interest on loans bearing interest based upon the LIBOR Rate will be due on the last day of each relevant interest period or, if sooner, on the respective dates that fall every three months after the beginning of such interest period.

The New ABL Facility will mature on June 11, 2018. The Company may prepay advances under the New ABL Facility in whole or in part at any time without penalty or premium. The Company will be required to make specified prepayments upon the occurrence of certain events, including: (1) the amount outstanding on the New ABL Facility exceeding the Borrowing Base, and (2) the Company’s receipt of net cash proceeds of any sale or disposition of assets that are first priority collateral for the New ABL Facility.

Pursuant to a Guaranty and Collateral Agreement dated as of June 11, 2013 (the “New ABL Security Agreement”), the New ABL Facility is secured by a first priority security interest in substantially all assets of the Company and the guarantor subsidiaries. Under an intercreditor agreement between the Asset-Based Lenders and the Term Loan Lenders, as defined and described below, the Asset-Based Lenders have a first priority security interest in substantially all working capital assets of the Company and the guarantor subsidiaries, and a second priority security interest in all other assets, subordinate only to the first priority security interest of the Term Loan Lenders in such other assets.

The Asset-Based Credit Agreement contains customary events of default and financial, affirmative and negative covenants, including but not limited to a springing financial covenant relating to the Company’s fixed charge coverage ratio and restrictions on indebtedness, liens, investments, asset dispositions and dividends and other restricted payments.

Also on June 11, 2013, the Company entered into a Credit Agreement (the “New Term Loan Credit Agreement”) among the Company, Credit Suisse AG, as Administrative Agent and Collateral Agent, and the lenders party to the New Term Loan Credit Agreement (the “Term Loan Lenders”).

Under the New Term Loan Credit Agreement, the Term Loan Lenders agreed to make a term loan (the “New Term Loan”) to the Company in aggregate principal amount of $145 million. The outstanding principal amount of the New Term Loan will bear interest at a rate per annum equal to the applicable LIBOR rate (with a 1% floor) plus 8.50%, or the base rate plus a margin of 7.50%. Interest on loans under the New Term Loan Credit Agreement bearing interest based upon the base rate will be due quarterly in arrears, and interest on loans bearing interest based upon the LIBOR rate will be due on the last day of each relevant interest period or, if sooner, on the respective dates that fall every three months after the beginning of such interest period.

The New Term Loan matures on June 11, 2019. The New Term Loan Credit Agreement requires prepayments at specified levels upon the Company’s receipt of net proceeds from certain events, including: (1) certain dispositions of property, divisions, business units or business lines; and (2) other issuances of debt other than Permitted Debt, as defined in the New Term Loan Credit Agreement. The Post-Emergence Term Loan Credit Agreement also requires prepayments at specified levels from the Company’s excess cash flow. The Company is also permitted to voluntarily prepay the New Term Loan in whole or in part. Any prepayments are to be made at par, plus an early payment fee calculated in accordance with the terms of the New Term Loan Credit Agreement if prepaid prior to the second anniversary of the New Term Loan Credit Agreement.

Pursuant to a Guarantee and Collateral Agreement dated as of June 11, 2013 (the “New Term Loan Security Agreement”), the New Term Loan is secured by a first priority security interest in substantially all assets of the Company and the guarantor subsidiaries. Under an intercreditor agreement between the Asset-Based Lenders and the Term Loan Lenders, the Term Loan Lenders have a second priority security interest in substantially all working capital assets of the Company and the subsidiary guarantors, subordinate only to the first priority security interest of the Asset-Based Lenders in such assets, and a first priority security interest in all other assets.

The New Term Loan Credit Agreement contains customary events of default and financial, affirmative and negative covenants, including but not limited to quarterly financial covenants commencing on the fiscal quarter ending October 26, 2013, relating to the Company’s (1) minimum interest coverage ratio and (2) maximum net total leverage ratio and restrictions on indebtedness, liens, investments, asset dispositions and dividends and other restricted payments.

Previous Financings

In November 2006, we sold $200.0 million of convertible subordinated debentures due 2026, (the “2006 Debentures”). The 2006 Debentures were unsecured, subordinated obligations of the Company, which paid interest at 3.75% per annum and were convertible upon satisfaction of certain conditions. The debentures were redeemable at our option on or after November 30, 2011. On November 30, 2011, the holders had the right to require us to repurchase all or some of the 2006 Debentures.

On March 1, 2011 and July 7, 2011, we exchanged $100.0 million and $57.5 million, respectively, in aggregate principal amount of the outstanding 2006 Debentures, for $100.0 million and $57.5 million, respectively, in aggregate principal amount of convertible debentures also due November 30, 2026, (the “2011 Debentures”). The 2011 Debentures were unsecured, subordinated obligations of the Company, which paid interest at 3.75% per annum on each May 30th and November 30th, and were convertible upon satisfaction of certain conditions. Principal accreted on the 2011 Debentures at a rate of 3.9755% per year, compounding on a semi-annual basis.

On the Effective Date of the Reorganization Plan, pursuant to the Reorganization Plan and the Confirmation Order, 2011 Debentures were canceled and the indenture under which the 2011 Debentures were issued was terminated.

Cash Flows

Net cash provided by operating activities decreased $15.4 million, from net cash provided by operating activities of $17.9 million in fiscal 2012 to net cash provided by operating activities of $2.5 million in fiscal 2013. This change is primarily related to the Company’s Chapter 11 Cases. As a result of the Chapter 11 Cases, a portion of the Company’s vendors suspended normal trade terms and required the Company to prepay for inventory purchases. These prepayments were approximately $15 million as of the end of fiscal 2013.

Net cash used in investing activities for fiscal 2013 was $36.9 million, compared to $12.1 million for fiscal 2012. During the fourth quarter of fiscal 2013, the Company placed $25.0 million of cash into a restricted account. The Ad Hoc DIP Agreement required the funds to be placed in an escrow account as a deposit for an early termination fee payable to Bayside that was provided under the Term Loan Credit Agreement. During the first quarter of fiscal 2013, the Company transferred $2.7 million of cash into a restricted account. During fiscal 2013, $1.4 million was transferred from the restricted cash account as the letters of credit secured by this amount were canceled. The funds in this restricted account serve as collateral primarily for the Company’s workmen’s compensation insurance and other lease obligations, secured by letters of credit. The funds held in restricted accounts cannot be withdrawn from our account without prior written consent of the secured parties. Additions to property, plant and equipment decreased $6.4 million, from $11.1 million in fiscal 2012 to $4.7 million in fiscal 2013. Partially offsetting the increase was the $3.0 million receipt related to the collection of portion of a long-term

note receivable which was related to divestiture activity dating back to fiscal 2008. The proceeds from the long-term note receivable were used to reduce the then-existing Term Loan from $70.0 million to $67.0 million during the second quarter of fiscal 2013. The Company received no proceeds from the sale of assets in fiscal 2013 as compared to $6.7 million in fiscal 2012.

Net cash provided by (used in) financing activities increased $69.8 million to $54.6 million net cash provided by financing activities in fiscal 2013 as compared to net cash used in financing activities of $15.2 million for fiscal 2012. The increase was due to $46.9 million of increased borrowings under the Company’s credit facilities and $42.5 million related to the Company’s redemption of convertible debt in fiscal 2012. The increases were offset by an $8.5 million increase in debt fees incurred in fiscal 2013 and $9.9 million of fees related to the DIP financing incurred in fiscal 2013.

Off Balance Sheet Arrangements

None.

Summary of Contractual Obligations

The following table summarizes our contractual debt and operating lease obligations as of April 27, 2013:


	Payments Due (in thousands)
	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years
Long-term debt obligations (1)	$	198,302	$	198,302	$	—	$	—	$	—
Convertible subordinated notes (2)		164,667		164,667		—		—		—
Operating lease obligations		39,284		7,218		10,227		9,112		12,727
Purchase obligations (3)		—		—		—		—		—

Total contractual obligations	$	402,253	$	370,187	$	10,227	$	9,112	$	12,727

(1)	Long-term debt obligations include principal and interest payments on our DIP credit facilities, which would have matured on June 30, 2013. These DIP credit facilities were refinanced as of June 11, 2013.

(2)	The amounts reflected for these debentures include accrued interest at the balance sheet date. These debentures are unsecured and are reflected as “liabilities subject to compromise” in the accompanying consolidated financial statements.

(3)	As of April 27, 2013, we did not have any material long-term purchase obligations. The Company’s short-term purchase obligations as of April 27, 2013 were primarily for the purchase of inventory in the normal course of business.

Fluctuations in Quarterly Results of Operations

Our business is subject to seasonal influences. Our historical revenues and profitability have been dramatically higher in the first two quarters of our fiscal year, primarily due to increased shipments to customers coinciding with the start of each school year. Quarterly results also may be materially affected by variations in our costs for the products sold, the mix of products sold and general economic conditions. Therefore, results for any quarter are not indicative of the results that we may achieve for any subsequent fiscal quarter or for a full fiscal year.

The following table sets forth certain unaudited consolidated quarterly financial data for fiscal years 2013 and 2012 (in thousands, except per share data). We derived this quarterly data from our unaudited consolidated financial statements.


	Fiscal 2013
	First			Second			Third			Fourth			Total
Revenues	$	252,139		$	236,866		$	80,791		$	105,202		$	674,998
Gross profit		103,597			92,700			29,406			38,177			263,880
Operating income (loss)		28,481			25,336			(76,612	)		(26,605	)		(49,400	)
Earnings (loss), net of income taxes		18,256			14,264			(108,509	)		(70,267	)		(146,256	)
Equity in (losses) earnings of unconsolidated affiliate, net of tax		119			(137	)		(1,418	)		—			(1,436	)
Net income (loss)		18,375			14,127			(109,927	)		(70,267	)		(147,692	)
Basic earnings per share of common stock:
Earnings/(loss)	$	0.97		$	0.75		$	(5.81	)	$	(3.72	)	$	(7.81	)

Total	$	0.97		$	0.75		$	(5.81	)	$	(3.72	)	$	(7.81	)

Diluted earnings per share of common stock:
Earnings/(loss)	$	0.97		$	0.75		$	(5.81	)	$	(3.72	)	$	(7.81	)

Total	$	0.97		$	0.75		$	(5.81	)	$	(3.72	)	$	(7.81	)


	Fiscal 2012
	First			Second			Third			Fourth			Total
Revenues	$	276,084		$	251,375		$	85,258		$	119,274		$	731,991
Gross profit		111,276			95,060			30,628			46,050			283,014
Operating income (loss)		31,500			21,655			(126,545	)		(21,688	)		(95,078	)
Earnings (loss), net of income taxes		13,570			8,744			(103,006	)		(51,837	)		(132,529	)
Equity in (losses) earnings of unconsolidated affiliate, net of tax		(20	)		135			(1,608	)		5			(1,488	)
Net income (loss)		13,550			8,879			(104,614	)		(51,832	)		(134,017	)
Basic earnings per share of common stock:
Earnings/(loss)	$	0.72		$	0.47		$	(5.54	)	$	(2.75	)	$	(7.10	)

Total	$	0.72		$	0.47		$	(5.54	)	$	(2.75	)	$	(7.10	)

Diluted earnings per share of common stock:
Earnings/(loss)	$	0.72		$	0.47		$	(5.54	)	$	(2.75	)	$	(7.10	)

Total	$	0.72		$	0.47		$	(5.54	)	$	(2.75	)	$	(7.10	)

Inflation

Inflation, particularly in fuel and other oil-related costs, has had and could continue to have an effect on our results of operations and our internal and external sources of liquidity.

Critical Accounting Policies

We believe the policies identified below are critical to our business and the understanding of our results of operations. The impact and any associated risks related to these policies on our business are discussed throughout this section where applicable. Refer to the notes to our consolidated financial statements in Item 8 for detailed discussion on the application of these and other accounting policies. The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of revenues and expenses during the reporting period. We evaluate our estimates and assumptions on an ongoing basis and base them on a combination of historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates. Our critical accounting policies that require significant judgments and estimates and assumptions used in the preparation of our consolidated financial statements are as follows:

Revenue Recognition

Revenue, net of estimated returns and allowances, is recognized upon the shipment of products or upon the completion of services provided to customers, which corresponds to the time when risk of ownership transfers, the selling price is fixed, the customer is obligated to pay, collectability is reasonably assured and we have no significant remaining obligations. Cash received in advance from customers is deferred on our balance sheet as a current liability and recognized upon the shipment of products or upon the completion of services provided to the customers.

Catalog Costs and Related Amortization

We spend approximately $16 million annually to produce and distribute catalogs. We accumulate all direct costs incurred, net of vendor cooperative advertising payments, in the development, production and circulation of our catalogs on our balance sheet until such time as the related catalog is mailed. They are subsequently amortized into SG&A over the expected sales realization cycle, which is one year or less. Consequently, any difference between our estimated and actual revenue stream for a particular catalog and the related impact on amortization expense is neutralized within a period of one year or less. Our estimate of the expected sales realization cycle for a particular catalog is based on, among other possible considerations, our historical sales experience with identical or similar catalogs and our assessment of prevailing economic conditions and various competitive factors. We track our subsequent sales realization, reassess the marketplace, and compare our findings to our previous estimate and adjust the amortization of our future catalogs, if necessary.

Development Costs

We accumulate external and certain internal costs incurred in the development of our products which can include a master copy of a book, video or other media, on our balance sheet. As of April 27, 2013, we had $28.2 million in development costs on our balance sheet. A majority of these costs are associated with science and reading intervention businesses. The capitalized development costs are subsequently amortized into cost of revenues over the expected sales realization cycle of the products, which is typically five years. During fiscal 2013, we amortized development costs of $7.2 million to expense. We continue to monitor the expected sales realization cycle for each product, and will adjust the remaining expected life of the development costs or recognize an impairment, if warranted.

Goodwill and Intangible Assets, and Long-Lived Assets

At April 27, 2013, intangible assets represented approximately 27.4% of our total assets. We review our goodwill and other indefinite life intangible assets for impairment annually, or more frequently if indicators of impairment exist. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in our expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; the testing for recoverability of a significant asset group within a reporting unit; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our consolidated financial statements.

As it relates to goodwill and indefinite life intangible assets, we apply the impairment rules in accordance with FASB ASC Topic 350, “ Intangibles—Goodwill and Other ”. As required by FASB ASC Topic 350, the recoverability of these assets is subject to a fair value assessment, which includes judgments regarding financial projections, including forecasted cash flows and discount rates, and comparable market values. As it relates to finite life intangible assets, we apply the impairment rules as required by FASB ASC Topic 360-10-15, “ Impairment or Disposal of Long-Lived Assets ” which also requires significant judgments related to the expected future cash flows attributable to the primary asset. Key assumptions used in the impairment analysis include, but are not limited to, expected future cash flows, business plan projections, revenue growth rates, and the discount rate utilized for discounting such cash flows. The impact of modifying any of these assumptions can have a significant impact on the estimate of fair value and, thus, the estimated recoverability, or impairment, if any, of the asset.

As discussed in Note 8 of the consolidated financial statements, in the third quarter of fiscal 2013 and the third quarter of fiscal 2012 the Company recorded impairment charges of $41.1 million and $86.5 million, respectively, to goodwill and $4.7 million and $21.0 million, respectively, to indefinite-lived intangible assets. The goodwill impairment recorded in fiscal 2013 reduced the Company’s goodwill balance to zero. The impairments were determined as part of the fair value assessment of these assets.

In the first quarter of fiscal 2013, the Company performed its annual impairment test. We tested goodwill for impairment by determining the fair value of the Company’s reporting units using a combined income (discounted cash flow) and market approach (guideline public company comparables) valuation model. The details regarding the determination of the fair value of the reporting units, including the key assumptions used in the impairment analysis, are discussed in Note 8 of the consolidated financial statements. The impact of modifying any of these assumptions can have a significant impact on the estimate of fair value and, thus, the estimated recoverability, or impairment, if any, of the asset. Changes in estimates or the application of alternative assumptions could have produced significantly different results.

The fair value assessments in the third quarter of fiscal 2013 of the reporting units with goodwill (Califone, Reading, and Planning and Student Development) indicated that the goodwill balances of these reporting units was impaired as the carrying value exceeded the fair value of the units. As a result, the Company recorded impairment charges of $3.9 million, $9.7 million and $27.5 million to the reporting units of Califone, Reading, Science and Planning and Student Development, respectively.

The fair value assessment in the third quarter of fiscal 2013 on the indefinite-lived intangible assets indicated the carrying value exceeded the fair value. As a result the Company recorded an impairment of $4.7 million to non-amortizable trademark and tradename.

The Company also performed an impairment test of its long-lived assets in the third quarter of fiscal 2013. The Company compared the sum of the undiscounted cash flows during the remaining useful life of the primary asset for each identified asset group to the carrying value of the asset group. No impairment was recorded as a result of this analysis.

Valuation Allowance for Deferred Tax Assets

We initially recorded a tax valuation allowance against our deferred tax assets in the fourth quarter of fiscal 2012. In recording the valuation allowance, management considered whether it was more likely than not that some or all of the deferred tax assets would be realized. This analysis included consideration of scheduled reversals of deferred tax liabilities, projected future taxable income, carry back potential and tax planning strategies, in accordance with FASB ASC Topic 740, “Income Taxes”. At April 27, 2013, our valuation allowance totaled $71.3 million.

Fresh Start Accounting

As a result of the Chapter 11 Cases, the realization of assets and satisfaction of liabilities, without substantial adjustment and/or changes in ownership are subject to uncertainty. The implementation of the Reorganization Plan and the adoption of fresh start accounting on June 11, 2013 will materially change the amounts and classifications of certain assets and liabilities, as compared to amounts and classifications shown in the historical consolidated financial statements. For further details on fresh start accounting, see Note 23 of the consolidated financial statements. Except as otherwise expressly stated in this Annual Report, the financial statements and other financial information contained herein do not reflect fresh start accounting adjustments.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and debt. Market risks relating to our operations result primarily from changes in interest rates. Our borrowings under our credit facility are primarily dependent upon LIBOR rates. Assuming no change in our financial structure, if variable interest rates were to have averaged 100 basis points higher during fiscal 2013 and fiscal 2012, pre-tax earnings would have decreased by approximately $3.1 million and $3.4 million respectively. This amount was determined by considering a hypothetical 100 basis point increase in interest rates on average variable-rate debt outstanding. The estimated fair value of long-term debt approximated its carrying value at April 27, 2013 and April 28, 2012, with the exception of our convertible debt, which at April 27, 2013 had a carrying value of $163.7 million and an estimated fair market value $30.4 million based on estimated equity value to be received in connection with the Debtors’ Reorganization Plan, and at April 28, 2012 had a carrying value of $157.5 million and a fair market value of $113.4 million.

Item 8.

Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

School Specialty, Inc.

Greenville, Wisconsin

We have audited the accompanying consolidated balance sheets of School Specialty, Inc. (Debtor-In-Possession) and subsidiaries (the “Company”) as of April 27, 2013 and April 28, 2012, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficit), and cash flows for each of the three fiscal years in the period ended April 27, 2013. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of School Specialty, Inc. (Debtor-In-Possession) and subsidiaries as of April 27, 2013 and April 28, 2012, and the results of their operations and their cash flows for each of the three fiscal years in the period ended April 27, 2013, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Notes 1 and 24 to the consolidated financial statements, on May 23, 2013, the Bankruptcy Court entered an order confirming the plan of reorganization, which became effective on June 11, 2013.

/s/ DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin

August 7, 2013

FINANCIAL STATEMENTS

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)


	April 27, 2013			April 28, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	20,769		$	484
Restricted cash		26,302			—
Accounts receivable, less allowance for doubtful accounts of $926 and $2,072, respectively		58,942			62,826
Inventories, net		92,582			100,504
Deferred catalog costs		8,924			11,737
Prepaid expenses and other current assets		29,901			11,111
Refundable income taxes		9,793			3,570
Deferred taxes		—			4,797

Total current assets		247,213			195,029
Property, plant and equipment, net		39,209			57,491
Goodwill		—			41,263
Intangible assets, net		110,306			124,242
Development costs and other, net		30,079			35,206
Deferred taxes long-term		51			390
Investment in unconsolidated affiliate		715			9,900

Total assets	$	427,573		$	463,521

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term debt	$	198,302		$	955
Accounts payable		22,897			74,244
Accrued compensation		7,197			8,094
Deferred revenue		2,237			3,095
Accrued fee for early termination of long-term debt		25,000			—
Other accrued liabilities		21,905			18,932

Total current liabilities		277,538			105,320
Long-term debt less current maturities		—			289,668
Other liabilities		925			587
Liabilities subject to compromise		228,302			—

Total liabilities		506,765			395,575

Commitments and contingencies - Note 21
Shareholders’ equity (deficit):
Preferred stock, $0.001 par value per share, 1,000,000 shares authorized; none outstanding		—			—
Common stock, $0.001 par value per share, 150,000,000 shares authorized; 24,599,159 and 24,300,545 shares issued, respectively		24			24
Capital paid-in excess of par value		446,232			444,428
Treasury stock, at cost—5,420,210 and 5,420,210 shares, respectively		(186,637	)		(186,637	)
Accumulated other comprehensive income		22,381			23,631
Accumulated deficit		(361,192	)		(213,500	)

Total shareholders’ equity (deficit)		(79,192	)		67,946

Total liabilities and shareholders’ equity (deficit)	$	427,573		$	463,521

See accompanying notes to consolidated financial statements.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)


	For the Fiscal Year Ended
	April 27, 2013			April 28, 2012			April 30, 2011
Revenues	$	674,998		$	731,991		$	762,078
Cost of revenues		411,118			448,977			454,557

Gross profit		263,880			283,014			307,521
Selling, general and administrative expenses		267,491			274,967			287,560
(Gain) on sale of product line		—			(4,376	)		—
Impairment Charge		45,789			107,501			411,390

Operating loss		(49,400	)		(95,078	)		(391,429	)
Other expense:
Interest expense		28,600			27,182			28,157
Loss on early extinguishment of debt		10,201			—			—
Early termination of long-term indebtedness		26,247			—			—
Impairment of long-term asset		1,414			—			—
Impairment of equity-method investment		7,749			9,012			6,861
Expense associated with convertible debt exchange		—			1,090			1,920

Loss before reorganization costs and provision for (benefit from) income taxes		(123,611	)		(132,362	)		(428,367	)
Bankruptcy related reorganization costs		22,979			—			—

Loss before provision for (benefit from) income taxes		(146,590	)		(132,362	)		(428,367	)
Provision for / (benefit from) income taxes		(334	)		167			(73,132	)

Loss before losses from investment in unconsolidated affiliate		(146,256	)		(132,529	)		(355,235	)
Losses of unconsolidated affiliate		(1,436	)		(1,488	)		(1,038	)

Net loss	$	(147,692	)	$	(134,017	)	$	(356,273	)

Weighted average shares outstanding:
Basic and Diluted		18,922			18,878			18,870
Net loss per share:
Basic and Diluted	$	(7.81	)	$	(7.10	)	$	(18.88	)

See accompanying notes to consolidated financial statements.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands)


	For the Fiscal Year Ended
	April 27, 2013			April 28, 2012			April 30, 2011
Net loss	$	(147,692	)	$	(134,017	)	$	(356,273	)

Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		(1,250	)		(2,759	)		2,338

Total comprehensive loss	$	(148,942	)	$	(136,776	)	$	(353,935	)

See accompanying notes to consolidated financial statements.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 and APRIL 30, 2011

(In Thousands)


	Common Stock				Capital Paid-in Excess of Par Value			Treasury Stock, at Cost			Accumulated Other Comprehensive Income			(Accumulated Deficit) / Retained Earnings			Total Shareholders’ Equity (Deficit)
	Shares		Dollars		Capital Paid-in Excess of Par Value			Treasury Stock, at Cost			Accumulated Other Comprehensive Income			(Accumulated Deficit) / Retained Earnings			Total Shareholders’ Equity (Deficit)
Balance at April 24, 2010		24,280	$	24	$	436,959		$	(186,637	)	$	24,052		$	276,790		$	551,188
Issuance of common stock in conjunction with stock option exercises, net		10		—		—												—
Exchange of convertible debt						3,387												3,387
Issuance of convertible debt						(1,302	)											(1,302	)
Tax deficiency on option exercises						(555	)											(555	)
Share-based compensation expense						2,846												2,846
Foreign currency translation adjustment												2,338						2,338
Net loss															(356,273	)		(356,273	)

Balance at April 30, 2011		24,290		24		441,335			(186,637	)		26,390			(79,483	)		201,629

Issuance of common stock in conjunction with stock option exercises, net		10		—		—												—
Exchange of convertible debt						938												938
Tax deficiency on option exercises						(352	)											(352	)
Share-based compensation expense						2,507												2,507
Foreign currency translation adjustment												(2,759	)					(2,759	)
Net loss															(134,017	)		(134,017	)

Balance at April 28, 2012		24,300		24		444,428			(186,637	)		23,631			(213,500	)		67,946

Issuance of common stock in conjunction with stock option exercises, net		299		—		—												—
Tax deficiency on option exercises						(91	)											(91	)
Share-based compensation expense						1,895												1,895
Foreign currency translation adjustment												(1,250	)					(1,250	)
Net loss															(147,692	)		(147,692	)

Balance at April 27, 2013		24,599	$	24	$	446,232		$	(186,637	)	$	22,381		$	(361,192	)	$	(79,192	)

See accompanying notes to consolidated financial statements.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)


	For the Fiscal Year Ended
	April 27, 2013			April 28, 2012			April 30, 2011
Cash flows from operating activities:
Net loss	$	(147,692	)	$	(134,017	)	$	(356,273	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and intangible asset amortization expense		33,220			29,650			27,832
Amortization of development costs		7,179			6,615			5,334
Losses of unconsolidated affiliate		1,436			1,488			1,038
Loss on early extinguishment of debt		10,201			—			—
Early termination of long-term indebtedness		1,247			—			—
Fees related to DIP financing		9,855			—			—
Amortization of debt fees and other		2,019			2,399			2,162
Share-based compensation expense		1,895			2,507			2,846
Impairment of goodwill and intangible assets		45,789			107,501			411,390
Impairment of equity-method investment		7,749			9,012			6,861
Impairment of long-term asset		1,414			—			—
Expense associated with convertible debt exchange		—			1,090			1,920
Deferred taxes		5,206			963			(89,392	)
(Gain) on sale of assets		—			(4,376	)		—
Non-cash convertible debt interest expense		6,828			9,462			9,999
Changes in current assets and liabilities (net of assets acquired and liabilities assumed in business combinations):
Accounts receivable		3,960			3,598			5,783
Inventories		7,922			10,028			(11,297	)
Deferred catalog costs		2,813			4,902			(3,046	)
Prepaid expenses and other current assets		(20,221	)		(2,136	)		1,347
Accounts payable		110			(11,424	)		38,430
Accrued liabilities		15,430			(19,372	)		5,076
Accrued bankruptcy related reorganization costs		6,188			—			—

Net cash provided by (used in) operating activities		2,548			17,890			60,010

Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired		—			—			(360	)
Additions to property, plant and equipment		(4,734	)		(11,098	)		(15,789	)
Proceeds from note receivable		3,000			—			—
Change in restricted cash		(26,302	)		—			—
Investment in product development costs		(7,579	)		(7,608	)		(9,052	)
Investment in product line		(1,250	)		—			—
Proceeds from sale of assets		—			6,650			—

Net cash used in investing activities		(36,865	)		(12,056	)		(25,201	)

Cash flows from financing activities:
Pre-petition proceeds from bank borrowings		1,029,131			670,600			810,600
Pre-petition repayment of debt and capital leases		(1,110,809	)		(641,404	)		(720,068	)
DIP proceeds from bank borrowings		307,636			—			—
DIP repayment of debt and capital leases		(149,850	)		—			—
Redemption of convertible debt		—			(42,500	)		(133,000	)
Early termination of long-term indebtedness		(1,247	)		—			—
Fees related to DIP financing		(9,855	)		—			—
Payment of debt fees and other		(10,404	)		(1,867	)		(3,555	)

Net cash provided by (used in) financing activities		54,602			(15,171	)		(46,023	)

Net (decrease) increase in cash and cash equivalents		20,285			(9,337	)		(11,214	)
Cash and cash equivalents, beginning of period		484			9,821			21,035

Cash and cash equivalents, end of period	$	20,769		$	484		$	9,821

Supplemental disclosures of cash flow information:
Interest paid	$	20,162		$	15,132		$	17,137
Income taxes paid	$	534		$	14,344		$	4,320
Bankruptcy related reorganization cost paid (included in operating activities, above)	$	16,791		$	—		$	—

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

(In Thousands)

The Company paid cash in connection with certain business combinations accounted for under the purchase method in the fiscal year ended April 30, 2011. There was no cash paid in connection with business combinations during the fiscal years ended April 27, 2013 and April 28, 2012. The fair values of the assets and liabilities of the acquired companies are presented as follows:


	For the Fiscal Year Ended April 30, 2011
Inventories	$	55
Property, plant and equipment		20
Intangible assets		285

Net assets acquired	$	360

See accompanying notes to consolidated financial statements.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

NOTE 1—BANKRUPTCY PROCEEDINGS

On January 28, 2013 (the “Petition Date”), School Specialty, Inc. and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The cases (the “Chapter 11 Cases”) were jointly administered as Case No. 13-10125 (KJC) under the caption “In re School Specialty, Inc., et al.” The Debtors continued to operate their business as “debtors-in-possession” (“DIP”) under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and orders of the Bankruptcy Court. The Company’s foreign subsidiaries (collectively, the “Non-Filing Entities”) were not part of the Chapter 11 Cases.

The Chapter 11 Cases were filed in response to an environment of ongoing declines in school spending and a lack of sufficient liquidity, including trade credit provided by the Debtors’ vendors, to permit the Debtors to pursue their business strategy to position the School Specialty brands successfully for the long term. As part of the Chapter 11 Cases and as discussed further in Note 24 – Subsequent Events, the Debtors’ developed and implemented a Chapter 11 reorganization plan that met the standards for confirmation under the Bankruptcy Code. The Chapter 11 reorganization plan will materially alter the classifications and amounts reported in the Company’s consolidated financial statements, which do not give effect to any adjustments to the carrying values of assets or amounts of liabilities that might be necessary as a consequence of confirmation of the Chapter 11 reorganization plan or the effect of any operational changes that may be implemented.

Operation and Implication of the Bankruptcy Filing

Under Section 362 of the Bankruptcy Code, the filing of voluntary bankruptcy petitions by the Debtors automatically stayed most actions against the Debtors, including most actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the Company’s property. Accordingly, although the Company defaulted on certain of the Debtors’ debt obligations, creditors were stayed from taking any actions as a result of such defaults. Absent an order of the Bankruptcy Court, substantially all of the Company’s pre-petition liabilities were subject to settlement under a reorganization plan or in connection with a Section 363 sale.

Subsequent to the Petition Date, the Company received approval from the Bankruptcy Court to pay or otherwise honor certain pre-petition obligations generally designed to stabilize the Company’s operations. These obligations related to certain employee wages, salaries and benefits, and the payment of vendors and other providers in the ordinary course for goods and services received after the Petition Date. The Company retained, pursuant to Bankruptcy Court approval, legal and financial professionals to advise the Company in connection with the bankruptcy filing and certain other professionals to provide services and advice in the ordinary course of business.

Reorganization Plan

In order for the Company to emerge successfully from Chapter 11, the Company determined that it was in the best interests of the Debtors’ estates to seek Bankruptcy Court confirmation of a reorganization plan. A reorganization plan determines the rights and satisfaction of claims of various creditors and security holders, subject to the ultimate outcome of negotiations and Bankruptcy Court decisions ongoing through the date on which the reorganization plan is confirmed.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

During fiscal 2013, the Company incurred $27,711 of legal, professional and financial fees related to the Company’s Chapter 11 filing. $4,732 of the charges were incurred pre-petition and are included in selling, general and administrative expense on the consolidated statements of operations. These pre-petition costs were related to professional services and advice in conjunction with the bankruptcy filing. $22,979 of these charges were incurred post-petition and are detailed in Note 5.

Financial Statement Presentation and Going Concern

We have prepared the accompanying consolidated financial statements in accordance with FASB ASC Topic 852 “ Reorganizations ” and on a going concern basis, which assumes continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. During the Chapter 11 Cases, the Company’s ability to continue as a going concern was contingent upon its ability to comply with the financial and other covenants contained in its ABL DIP Agreement and Ad Hoc DIP Agreement (see Note 10), the Bankruptcy Court’s approval of the Company’s Reorganization Plan and the Company’s ability to successfully implement the Company’s plan and obtain exit financing, among other factors. As a result of the Chapter 11 Cases, the realization of assets and satisfaction of liabilities were subject to uncertainty. The Company emerged from Chapter 11 in June, 2013. Accordingly, management believes, subject to performance in accordance with the terms outlined in the Reorganization Plan upon emergence from Chapter 11 on the Effective Date (see Note 24), as well as projected compliance with applicable financial, affirmative, and negative covenants, that has resolved the substantial doubt and uncertainty relative to the Company’s ability to continue as a going concern, described above.

In connection with the Company’s emergence from Chapter 11, the Company adopted fresh start accounting as of June 11, 2013 in accordance with ASC 852 “Reorganizations”. Upon the adoption of fresh start accounting, the financial statements of the Company will not be comparable in various material respects, to any of the Company’s previously issued financial statements. The financial statements as of June 11, 2013 and for periods subsequent to the fresh start effective date reflect that of a new entity, resulting in changes to balances previously presented (see Note 23). Except as otherwise expressly stated in this Note 23, these financial statements do not reflect fresh start accounting adjustments.

NOTE 2—ORGANIZATION AND BASIS OF PRESENTATION

School Specialty, Inc. and subsidiaries (the “Company”) is an education company, serving the preK-12 market, with leading brands that provide educators with innovative and proprietary products, programs and services designed to help educators engage and inspire students of all ages and abilities, with operations primarily in the United States and Canada.

The accompanying consolidated financial statements and related notes to consolidated financial statements include the accounts of School Specialty, Inc., its subsidiaries and the companies acquired in business combinations from their respective dates of acquisition. All inter-company accounts and transactions have been eliminated.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Definition of Fiscal Year

The Company’s fiscal year ends on the last Saturday in April in each year. As used in these consolidated financial statements and related notes to consolidated financial statements, “fiscal 2013,” “fiscal 2012” and “fiscal 2011” refer to the Company’s fiscal years ended April 27, 2013, April 28, 2012 and April 30, 2011, respectively. The year ended April 30, 2011 represents a 53 week year, while the years ended April 27, 2013 and April 28, 2012 represent 52 week years.

Cash and Cash Equivalents

The Company considers cash investments with original maturities of three months or less from the date of purchase to be cash equivalents.

Inventories

Inventories, which consist primarily of products held for sale, are stated at the lower of cost or market on a first-in, first-out basis in accordance with FASB ASC Topic 330, “ Inventories ”. Excess and obsolete inventory reserves recorded were $9,437 and $9,950 as of April 27, 2013 and April 28, 2012, respectively.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Additions and improvements are capitalized, whereas maintenance and repairs are expensed as incurred. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives range from twenty-five to forty years for buildings and their components and three to fifteen years for furniture, fixtures and equipment. Property and equipment leased under sale-leaseback obligations and capital leases are amortized over the lesser of its useful life or its lease term.

Goodwill and Non-amortizable Intangible Assets

Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations accounted for under the purchase method. Certain intangible assets including a perpetual license agreement and various trademarks and tradenames are estimated to have indefinite lives and are not subject to amortization. Under FASB ASC Topic 350, “ Intangibles—Goodwill and Other ,” goodwill and indefinite-lived intangible assets are not subject to amortization but rather must be tested for impairment annually or more frequently if events or circumstances indicate they might be impaired. The Company performs the annual impairment test during the first quarter of each fiscal year. Amortizable intangible assets include customer relationships,

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

publishing rights, non-compete agreements, trademarks and tradenames, order backlog and copyrights and are being amortized over their estimated useful lives. In the third quarter of fiscal 2013, the Company concluded that a triggering event had occurred which required the Company to assess whether the fair values of the reporting units were below their carrying values. The triggering event was a combination of the declines in the Company’s forecasted future years’ operating results and cash flows, and the liquidity concerns and eventual default under pre-bankruptcy credit agreements. As a result of the Company’s performance of the goodwill and indefinite-lived intangible asset impairment test in the third quarter of fiscal 2013, the Company recorded impairment charges of $41,089 for goodwill and $4,700 for indefinite-lived intangible assets. As a result of an assessment performed in the third quarter of fiscal 2012, the Company recorded goodwill and indefinite-lived intangible impairment charges of $86,491 and $21,010, respectively in fiscal 2012. See Note 8 for details of these impairment charges.

Impairment of Long-Lived Assets

As required by FASB ASC Topic 360-10-35 “ Impairment or Disposal of Long-Lived Assets ,” the Company reviews property, plant and equipment, definite-lived intangible assets and development costs for impairment if events or circumstances indicate an asset might be impaired. The Company assesses impairment based on undiscounted cash flows and records any impairment based on estimated fair value determined using discounted cash flows.

Due to the triggering events identified above in the discussion of Goodwill and Non-Amortizable Intangible Assets, the Company also performed an impairment test of its long-lived assets in the third quarter of fiscal 2013. The Company compared the sum of the undiscounted cash flows during the remaining useful life of the primary asset for each identified asset group to the carrying value of the asset group. No impairment was recorded as a result of this analysis.

Development Costs

Development costs represent external and internal costs incurred in the development of a master copy of a book, workbook, video or other supplemental educational materials and products. The Company capitalizes development costs and amortizes these costs into costs of revenues over the lesser of five years or the product’s life cycle in amounts proportionate to expected revenues. At April 27, 2013 and April 28, 2012, net development costs totaled $28,234 and $27,726, respectively, and are included as a component of development costs and other assets, net, in the consolidated balance sheets.

Fair Value of Financial Instruments

U.S. GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. U.S. GAAP also classifies the inputs used to measure fair value into the following hierarchy:


Level 1:		Quoted prices in active markets for identical assets or liabilities.

Level 2:		Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or input other than quoted prices that are observable for the asset or liability.

Level 3:		Unobservable inputs for the asset or liability.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

The following table sets forth the items measured at fair value on a non-recurring basis during fiscal years 2013 and 2012. All items were categorized as Level 3 within the fair value hierarchy. Refer to these notes to the consolidated financial statements for descriptions valuation techniques and inputs used to develop these fair value measurements, there were no changes to the valuation techniques during fiscal 2013, relative to fiscal 2012:


Description	Balance Sheet Location	Fiscal 2013		Fiscal 2012
Goodwill	Goodwill	$	—	$	41,263
Indefinite-lived intangible assets	Intangible assets, net		14,410		19,110
Investment in Carson-Dellosa	Investment in unconsolidated affiliate		715		9,900

The Fiscal 2012 disclosure of items measured at fair value on a non-recurring basis has been revised from amounts previously reported to adjust indefinite-lived intangible assets to exclude definite-lived intangibles and to exclude the new debentures, which were not measured at fair value on a non-recurring basis.

As a result of the Company’s performance of the goodwill impairment test in the third quarter of fiscal 2013, the Company recorded an impairment charge of $41,089 for goodwill.

As a result of the Company’s performance of the indefinite-lived intangible asset impairment test in the third quarter of fiscal 2013, the Company recorded an impairment charge of $4,700 for indefinite-lived intangible assets.

During the fourth quarter of fiscal 2013, the Company evaluated its investment in Carson-Dellosa for impairment and, based on updated current forward-looking projections, concluded Carson-Dellosa investment had an other-than-temporary impairment. As such, the Company recorded an impairment of $7,749 in fiscal 2013.

In accordance with FASB ASC Topic 825, “ Financial Instruments ” and FASB ASC Topic 820, “ Fair Value Measurement ,” the carrying amounts of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value given the short maturity of these instruments.

The following table sets forth the financial instruments where carrying amounts may vary from fair value as of April 27, 2013:

Description

Balance Sheet Location

Carrying Value

Fair Value

Categorization

ABL DIP Agreement

Current maturities

43,302

Level 3

Ad Hoc DIP Agreement

Current maturities

155,000

Level 3

2011 Debentures

Liabilities subject to compromise

163,688

30,355

Level 3

Accounts payable

Liabilities subject to compromise

51,951

19,400

Level 3

Sale leaseback obligations

Liabilities subject to compromise

11,684

—

Level 3

The Company has estimated the April 27, 2013 fair value of the amounts outstanding under its ABL DIP Agreement and Ad Hoc DIP Agreement approximated their carrying values at the end of fiscal 2013 given the variable interest rates and the proximate maturity date of each facility. As a result of the Company’s Chapter 11 filing, each of the 2011 Debentures, accounts payable and sale leaseback obligations are liabilities subject to

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

compromise as of April 27, 2013. The amount of liabilities subject to compromise represents the Company’s estimate, where an estimate is determinable, of known or potential prepetition claims to be addressed in connection with the bankruptcy proceedings. The carrying amount of such liabilities are reported at the Company’s current estimate, where an estimate is determinable, of the allowed claim amount, even though they may settle for lesser amounts. The Company has estimated the April 27, 2013 fair value of each of these financial instruments based on the expected value of the recovery as reflected in the Company’s Reorganization Plan and as depicted in Note 23 – Preliminary Pro Forma Fresh Start Financial Statements (Unaudited). The fair value of the 2011 Debentures is based on the expected equity valuation of common shares which the Company distributed to the holders of the 2011 Debentures in accordance with the term of the Reorganization Plan.

The estimated fair value of the amounts outstanding under the then-existing credit facility approximated its carrying value at April 28, 2012 given the variable interest rates included with this facility. The Company’s convertible debt had a carrying value of $164,878 and a fair market value of $113,359 at April 28, 2012, as determined using the closing bid prices as reported on the National Association of Securities Dealers, Inc.’s Portal Market on April 28, 2012. The Company’s sale-leaseback obligations had a carrying value of $12,663 and a fair market value of $13,736 at April 28, 2012 as determined using estimated interest rates available at April 28, 2012 for similar long-term borrowings.

Income Taxes

In accordance with FASB ASC Topic 740, “ Income Taxes ”, income taxes have been computed utilizing the asset and liability approach which requires the recognition of deferred tax assets and liabilities for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Valuation allowances are provided when it is anticipated that some or all of a deferred tax asset is not likely to be realized.

Revenue Recognition

Revenue, net of estimated returns and allowances, is recognized upon the shipment of products or upon the completion of services provided to customers, which corresponds to the time when risk of ownership transfers, the selling price is fixed, the customer is obligated to pay, collectability is reasonably assured and the Company has no significant remaining obligations. Cash received in advance from customers is deferred on the balance sheet as a current liability and recognized upon the shipment of products or upon the completion of services provided to customers.

Concentration of Credit Risks

The Company grants credit to customers in the ordinary course of business. The majority of the Company’s customers are school districts and schools. Concentration of credit risk with respect to trade receivables is limited due to the significant number of customers and their geographic dispersion. During fiscal 2013, 2012 and 2011, no customer represented more than 10% of revenues or accounts receivable.

Vendor Rebates

The Company receives reimbursements from vendors (vendor rebates) based on annual purchased volume of products from its respective vendors. The Company’s vendor rebates are earned based on pre-determined

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

percentage rebates on the purchased volume of products within a calendar year. The majority of the rebates are not based on minimum purchases or milestones, and therefore the Company recognizes the rebates on an accrual basis and reduces cost of revenues over the estimated period the related products are sold.

Deferred Catalog Costs

Deferred catalog costs represent costs which have been paid to produce Company catalogs, net of vendor cooperative advertising payments, which will be used in and benefit future periods. Deferred catalog costs are amortized in amounts proportionate to expected revenues over the life of the catalog, which is one year or less. Amortization expense related to deferred catalog costs is included in the consolidated statements of operations as a component of selling, general and administrative expenses. Such amortization expense for fiscal years 2013, 2012 and 2011 was $16,057, $22,051 and $20,731, respectively.

Restructuring

The Company accounts for restructuring costs associated with both the closure or disposal of distribution centers and severance related to headcount reductions in accordance with FASB ASC Topic 712, “ Compensation —Retirement Benefits .” During fiscal 2013, the Company recorded $1,561 of severance expense. During fiscal 2012 and fiscal 2011, the Company recorded $2,313 and $1,847, respectively, of severance expense. As of April 27, 2013, April 28, 2012 and April 30, 2011, there was $716, $1,123 and $361, respectively, of accrued restructuring costs recorded in other accrued liabilities on the consolidated balance sheet primarily related to various cost reduction activities. See Note 20 for details of these restructuring charges.

Shipping and Handling Costs

In accordance with FASB ASC Topic 605-45-45, “ Revenue Recognition—Principal Agent Considerations— Other Presentation, ” the Company accounts for shipping and handling costs billed to customers as a component of revenues. The Company accounts for shipping and handling costs incurred as a cost of revenues for shipments made directly from vendors to customers. For shipments made from the Company’s warehouses, the Company accounts for shipping and handling costs incurred as a selling, general and administrative expense. The amount of shipping and handling costs included in selling, general and administrative expenses for fiscal years 2013, 2012 and 2011 was $31,631, $31,844 and $33,635, respectively.

Foreign Currency Translation

The financial statements of foreign subsidiaries have been translated into U.S. dollars in accordance with FASB ASC Topic 830, “ Foreign Currency Matters .” All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Amounts in the statements of operations have been translated using the weighted average exchange rate for the year. Resulting translation adjustments are included in foreign currency translation adjustment within other comprehensive income.

Share-Based Compensation Expense

The Company accounts for its share-based compensation plans under the recognition and measurement principles of FASB ASC Topic 718, “ Compensation—Stock Compensation ” and FASB ASC Topic 505, “ Equity-Based Payments to Non-Employees ”. See Note 15.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

Recent Accounting Pronouncements

In May, 2011, the FASB issued Accounting Standard Update (“ASU”) No. 2011-04, Fair Value Measurements, FASB ASC Topic 820. The purpose of ASU No. 2011-04 was to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with US GAAP and International Financial Reporting Standards (“IFRS”). ASU No. 2011-04 was effective for interim and annual reporting periods beginning after December 15, 2011. The adoption ASU No. 2011-04 by the Company did not have a material impact on the Company’s financial position, results of operations, comprehensive income (loss) or cash flows.

In June, 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income , FASB ASC Topic 220 . The purpose of ASU No. 2011-05 was to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. ASU No. 2011-05 became effective for fiscal years and interim reporting periods within those years beginning after December 15, 2011, and early adoption was permitted. The Company early adopted ASU No. 2011-05 during the second quarter ended October 29, 2011. The adoption of ASU No. 2011-05 impacted the presentation of the Company’s consolidated Statements of Comprehensive Income (Loss) in the consolidated financial statements but it did not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.

In September 2011, the FASB issued ASU No. 2011-08, Testing Goodwill for Impairment , FASB ASC Topic 350, which provides entities with the option of first assessing qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If it is determined, on the basis of qualitative factors, that the fair value of the reporting unit is more-likely-than-not less than the carrying amount, the two-step impairment test would still be required. ASU No. 2011-08 became effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011, and early adoption was permitted. The Company did not elect to perform a qualitative assessment during fiscal 2013. As a result, the adoption ASU No. 2011-08 had no impact on the Company’s consolidated financial statements.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles-Goodwill and Other , FASB ASC Topic 350 – Testing Indefinite-Lived Intangible Assets for Impairment. ASU No. 2012-02 amends the impairment test for indefinite-lived intangible assets by allowing companies to first assess the qualitative factors to determine if it is more likely than not that an indefinite-lived intangible asset might be impaired as a basis for determining whether it is necessary to perform the quantitative impairment test. The changes to the ASC as a result of this update are effective prospectively for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company does not expect that the adoption of this guidance will have a material impact on its Consolidated Financial Statements.

In February 2013, the FASB issued ASU No. 2013-02, “ Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income .” ASU No. 2013-02 requires presentation of reclassification adjustments from each component of accumulated other comprehensive income either in a single note or parenthetically on the face of the financial statements, for those amounts required to be reclassified into net income (loss) in their entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety in the same reporting period, cross-reference to other disclosures is required. This update is effective for the Company beginning in fiscal 2014. The adoption of this guidance requires changes in presentation only and will have no impact on the Company’s consolidated financial statements.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

NOTE 4—LIABILITIES SUBJECT TO COMPROMISE

The following table reflects pre-petition liabilities that are subject to compromise.


	April 27, 2013
Accounts payable	$	51,951
2011 Debentures		163,688
Pre-petition accrued interest on 2011 Debentures		979
Sale-leaseback obligations		11,684

Liabilities subject to compromise	$	228,302

Liabilities subject to compromise primarily represented unsecured pre-petition obligations of the Debtors that are expected to be subject to compromise as part of the Reorganization Plan and are subject to settlement at lesser amounts. The amount of liabilities subject to compromise represents the Debtors’ estimate, where an estimate is determinable, of known or potential prepetition claims to be addressed in connection with the bankruptcy proceedings. Such liabilities are reported at the Debtors’ current estimate, where an estimate is determinable, of the allowed claim amount, even though they may settle for lesser amounts.

As of April 27, 2013, the Company had not completed the process of reconciling its pre- and post-petition liabilities. Pursuant to court order, the Company has been authorized to pay certain prepetition and operating liabilities incurred in the ordinary course of business (e.g., salaries and insurance). Accordingly, liabilities subject to compromise is subject to change.

NOTE 5—BANKRUPTCY RELATED REORGANIZATION COSTS

The following table reflects bankruptcy related reorganization costs incurred in fiscal 2013.


	April 27, 2013
Professional fees	$	12,429
Financing costs		9,734
Other		816

Bankruptcy related restructuring charges	$	22,979

NOTE 6—BUSINESS COMBINATIONS

Fiscal 2011

During the fourth quarter of fiscal 2011, the Company completed the acquisition of a portion of the operating assets of Telex, a division of Bosch Security Systems, Inc. for an aggregate purchase price of $360. The assets acquired relate to Telex’s distribution of headphones, earphones, headsets, and their replaceable cords used in the education marketplace. The earphone and headphone models subject to the acquisition are the Discovery, Odyssey, Explorer and 610 models. This business has been integrated into the Company’s Califone business unit within the Educational Resources segment. The results of this acquisition have been included in the

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

accompanying consolidated financial statements since the date of acquisition, would not have had a material effect on the Company’s overall performance on a pro forma basis, and did not have a material effect on the Company’s fiscal 2011 performance.

NOTE 7—INVESTMENT IN UNCONSOLIDATED AFFILIATE

Investment in unconsolidated affiliate was accounted for under the equity method through the end of the third quarter in fiscal 2013. Effective with the commencement of the Debtors’ Chapter 11 Cases, the Company no longer maintained a seat on the unconsolidated affiliate’s board of directors as a result of the Debtors’ Chapter 11 Cases. As a result, the Debtor no longer had significant influence over the unconsolidated affiliate and began to account for the investment in unconsolidated affiliate under the cost method effective at the beginning of the fourth quarter of fiscal 2013.

The investment in unconsolidated affiliate consisted of the following:


	Percent- Owned			April 27, 2013		April 28, 2012
Carson-Dellosa Publishing, LLC		35	%	$	715	$	9,900

On November 13, 2009, the Company completed the divestiture of the School Specialty Publishing business unit to Carson-Dellosa Publishing, LLC (“Carson-Dellosa”), a newly-formed business entity. Under the divestiture agreement, the Company combined its publishing unit net assets with those of Cookie Jar Education, Inc. and received a 35% interest, accounted for under the equity method, in Carson-Dellosa. For the years ended April 27, 2013, April 28, 2012 and April 30, 2011, the Company recorded a pre-tax loss of $1,436, $1,488 and $1,038, respectively, resulting from its 35% minority equity interest in Carson-Dellosa.

The Company reviews Carson-Dellosa’s unaudited financial statements on a quarterly basis and audited financial statements on an annual basis for indicators of triggering events or circumstances that indicate a potential impairment. During the fourth quarters of fiscal 2013 and 2012, the Company evaluated its investment in Carson-Dellosa for impairment and, based on updated current forward-looking projections, concluded the Carson-Dellosa investment had an other-than-temporary impairment. As such, the Company recorded $7,749, $9,012 and $6,861 impairments in fiscals 2013, 2012, and 2011 respectively in other expense in the Company’s Consolidated Statements of Operations. The resulting fair value of $715 and $9,900 in fiscal 2013 and 2012, respectively, was estimated using a discounted cash flow model and is considered a Level 3 fair value measurement due to the use of significant unobservable inputs related to the timing and amount of future earnings based on projections of Carson-Dellosa’s future financing structure, contractual and market-based revenues and operating costs.

In performing the impairment assessment, the Company estimated the fair value of its reporting units using the Income Approach (discounted cash flow analysis). The discounted cash flow (“DCF”) valuation method requires an estimation of future cash flows of an entity and then discounting those cash flows to their present value using an appropriate discount rate. The discount rate selected should reflect the risks inherent in the projected cash flows. The key inputs and assumptions of the DCF method are the projected cash flows, the terminal value of the reporting unit and the discount rate. The growth rate used for the terminal value calculation was 0% and 3% in fiscal 2013 and 2012, respectively, and the discount rate was 11.3% in both fiscal 2013 and 2012.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

The investment amount represents the Company’s maximum exposure to loss as a result of the Company’s ownership interest. Losses are reflected in “Losses of unconsolidated affiliate.”

NOTE 8—GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents details of the Company’s intangible assets, including the range of useful lives, excluding goodwill:


April 27, 2013	Gross Value		Accumulated Amortization			Net Book Value
Amortizable intangible assets:
Customer relationships (10 to 17 years)	$	36,760	$	(25,248	)	$	11,512
Publishing rights (15 to 25 years)		113,260		(40,018	)		73,242
Non-compete agreements (3.5 to 10 years)		150		(127	)		23
Tradenames and trademarks (5 to 30 years)		4,354		(1,424	)		2,930
Order backlog and other (less than 1 to 13 years)		1,766		(1,238	)		528
Perpetual license agreements (10 years)		14,506		(6,845	)		7,661

Total amortizable intangible assets		170,796		(74,900	)		95,896

Non-amortizable intangible assets:
Tradenames and trademarks		14,410		—			14,410

Total non-amortizable intangible assets		14,410		—			14,410

Total intangible assets	$	185,206	$	(74,900	)	$	110,306


April 28, 2012	Gross Value		Accumulated Amortization			Net Book Value
Amortizable intangible assets:
Customer relationships (10 to 17 years)	$	36,905	$	(22,984	)	$	13,921
Publishing rights (15 to 25 years)		113,260		(34,408	)		78,852
Non-compete agreements (3.5 to 10 years)		5,480		(5,300	)		180
Tradenames and trademarks (10 to 30 years)		3,504		(1,232	)		2,272
Order backlog and other (less than 1 to 13 years)		1,766		(1,133	)		633
Perpetual license agreements (10 years)		14,506		(5,232	)		9,274

Total amortizable intangible assets		175,421		(70,289	)		105,132

Non-amortizable intangible assets:
Tradenames and trademarks		19,110		—			19,110

Total non-amortizable intangible assets		19,110		—			19,110

Total intangible assets	$	194,531	$	(70,289	)	$	124,242

Intangible asset amortization expense included in selling, general and administrative expenses for fiscal years 2013, 2012 and 2011 was $10,054, $10,590 and $10,814, respectively.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

Estimated intangible asset amortization expense for each of the five succeeding fiscal years is:


2014	$	9,928
2015	$	9,880
2016	$	9,831
2017	$	9,131
2018	$	5,704

This estimated intangible amortization expense over the succeeding five years is based on the historical cost of the Company’s intangible assets. In connection with the Debtors’ reorganization plan, see Note 24 – Subsequent Events, the Company’s intangible assets will be recorded at fair value as of the June 11, 2013 date of the reorganization. As a result, the estimated intangible amortization reflected in the above table may or may not be indicative of the actual intangible amortization expense to be recognized in subsequent years.

The following information presents changes to goodwill during the two-year period ended April 27, 2013:


	Reporting Units						Educational Resources Segment			Reporting Units											Accelerated Learning Segment			Total
	Education Resources			Califone			Educational Resources Segment			Science			Planning and Student Development			Reading			Health		Accelerated Learning Segment			Total
Balance at April 30, 2011
Goodwill	$	249,695		$	14,852		$	264,547		$	75,652		$	182,907		$	17,474		$	—	$	276,033		$	540,580
Accumulated impairment losses		(249,695	)		—			(249,695	)		(55,372	)		(106,123	)		—			—		(161,495	)		(411,190	)

Balance at April 30, 2011	$	—		$	14,852		$	14,852		$	20,280		$	76,784		$	17,474		$	—	$	114,538		$	129,390

Fiscal 2012 Activity:
Currency translation adjustment		—			—			—			—			(1,636	)		—			—		(1,636	)		(1,636	)

Balance at April 28, 2012
Goodwill	$	249,695		$	14,852		$	264,547		$	75,652		$	181,271		$	17,474		$	—	$	274,397		$	538,944
Accumulated impairment losses		(249,695	)		(10,959	)		(260,654	)		(75,652	)		(153,603	)		(7,772	)		—		(237,027	)		(497,681	)

Balance at April 28, 2012	$	—		$	3,893		$	3,893		$	—		$	27,668		$	9,702		$	—	$	37,370		$	41,263

Fiscal 2013 Activity:
Currency translation adjustment		—			—			—			—			(174	)		—			—		(174	)		(174	)

Balance at April 27, 2013
Goodwill	$	249,695		$	14,852		$	264,547		$	75,652		$	181,097		$	17,474		$	—	$	274,223		$	538,770
Accumulated impairment losses		(249,695	)		(14,852	)		(264,547	)		(75,652	)		(181,097	)		(17,474	)		—		(274,223	)		(538,770	)

Balance at April 27, 2013	$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—		$	—

In accordance with the accounting guidance on goodwill and other intangible assets, the Company performs its impairment test of goodwill at the reporting unit level and indefinite-lived intangible assets at the unit of account level during the first quarter of each fiscal year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of its reporting units below their carrying values.

A reporting unit is the level at which goodwill impairment is tested and can be an operating segment or one level below an operating segment, also known as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available for

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

segment management to regularly review the operating results of that component. The Educational Resources segment consists of the Education Resources and Califone reporting units. The Accelerated Learning segment consists of the Science, Planning and Student Development, Reading, and Health reporting units. The goodwill for each reporting unit is shown in the table above.

Goodwill impairment is assessed under a two-step method. In the first step, the Company determined the fair value of the reporting unit, generally by utilizing a combination of the income approach (weighted 90%) and the market approach (weighted 10%) derived from comparable public companies. The Company believes that each approach has its merits. However, in the instances where the Company has utilized both approaches, the Company has weighted the income approach more heavily than the market approach because the Company believes that management’s assumptions generally provide greater insight into the reporting unit’s fair value. The Company did not use the market approach for the Science reporting unit because of the variability in revenue due to the curriculum adoption schedule. This fair value determination was categorized as level 3 in the fair value hierarchy pursuant to FASB ASC Topic 820, “ Fair Value Measurement ”. The estimated fair value of the reporting units is dependent on several significant assumptions, including earnings projections and discount rates.

During the first quarter of fiscal 2013, the Company performed its annual goodwill and indefinite-lived intangible asset impairment test. In connection with the preparation of the financial statements for the third quarter of fiscal 2013, the Company concluded a triggering event had occurred which would more likely than not reduce the fair value of the reporting units below their carrying value. The triggering event was a combination of the declines in the Company’s forecasted future years’ operating results and cash flows, and the liquidity concerns and eventual default under pre-bankruptcy credit agreements. As a result of the Company’s performance of the goodwill and indefinite-lived intangible asset impairment test as detailed below, the Company recorded an impairment charge of $41,089 for goodwill and $4,700 for indefinite-lived intangible assets.

In performing the impairment assessment, the Company estimated the fair value of its reporting units using the following valuation methods and assumptions:

Income Approach (discounted cash flow analysis) —the discounted cash flow (“DCF”) valuation method requires an estimation of future cash flows of a reporting unit and then discounting those cash flows to their present value using an appropriate discount rate. The discount rate selected should reflect the risks inherent in the projected cash flows. The key inputs and assumptions of the DCF method are the projected cash flows, the terminal value of the reporting units and the discount rate. Due to persistent weakness in the industry and the Company’s revenue, as well as the anticipated near-term operational challenges resulting from the Chapter 11 Cases, projected cash flows and terminal value growth rates were reduced in the fiscal 2013 third quarter discounted cash flow analysis, with corresponding adjustments of discount rates to reflect risks inherent in those updated projected cash flows. The growth rates used for the terminal value calculations and the discount rates of the respective reporting units were as follows:


	Terminal Value Growth Rates			Discount Rate
Education Resources		2.0	%		14.5	%
Califone		2.0	%		14.5	%
Science		1.5	%		11.5	%
Planning and Student Development		2.0	%		11.5	%
Reading		2.0	%		11.5	%
Health		2.0	%		11.5	%

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

Market Approach (market multiples) —this method begins with the identification of a group of peer companies in the same or similar industries as the company reporting unit being valued. A valuation average multiple is then computed for the peer group based upon a valuation metric. The Company selected a ratio of enterprise value to projected earnings before interest, taxes, depreciation and amortization (“EBITDA”) and a ratio of enterprise value to projected revenue as appropriate valuation metrics. These two metrics were evenly weighted for the Reading, Planning and Student Development, and Health reporting units. Various operating performance measurements of the reporting unit being valued are then benchmarked against the peer group and a discount rate or premium is applied to reflect favorable or unfavorable comparisons. The resulting multiple is then applied to the reporting unit being valued to arrive at an estimate of its fair value. A control premium is then applied to the equity value. Eleven companies were deemed relevant to the Planning and Student Development, Health, and Reading reporting units and ten companies were deemed relevant to the Education Resources and Califone reporting units under the guideline public company method to provide an indication of value. A control premium was then applied to the enterprise value of the reporting unit. The control premium was established based on a review of transactions over a 36 month period. The resulting multiples and control premiums were as follows:

EBITDA
Multiples

Revenue
Multiples

Control
Premium

Education Resources

6.2x

N/A

10.3

Califone

6.2x

N/A

10.3

Reading

7.7x

1.1x

11.7

Health

7.7x

1.1x

11.7

Planning and Student Development

7.7x

1.1x

11.7

Based upon the assessment performed in the third quarter of fiscal 2013, the Califone, Planning and Student Development and Reading reporting units failed step one of the goodwill impairment test, requiring a step two analysis with respect to those reporting units. In step two, the Company allocated the fair value of the reporting units to all of the assets and liabilities of the reporting units, including any unrecognized intangible assets, in a hypothetical calculation to determine the implied fair value of the goodwill. The impairment charge, if any, is measured as the difference between the implied fair value of goodwill and its carrying value.

As a result of this analysis, $41,089 of goodwill was considered impaired during the third quarter of fiscal 2013. Assumptions utilized in the impairment analysis are subject to significant management judgment. Changes in estimates or the application of alternative assumptions could have produced significantly different results. As shown above in the table, the Califone reporting unit, which is part of the Educational Resources segment, and the Reading and Planning and Student Development reporting units, which are part of the Accelerated Learning segment, were determined to have impairments of their goodwill balance as of January 26, 2013.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

Due to the triggering events described above, the Company also performed an impairment test of its indefinite-lived intangible assets during the third quarter of fiscal 2013. The Company utilized an income approach, whereby the assets are valued by reference to the amount of royalty income generated if the assets were licensed to a third party. In this method, a sample of comparable guideline royalty or license agreements was analyzed. The Company recorded a $4,700 impairment charge related to non-amortizable tradenames in the Accelerated Learning segment. The following table presents a summary of the carrying value of indefinite-lived intangible assets:


	Educational Resources			Accelerated Learning			Total
Tradenames	$	—		$	38,890		$	38,890
Trademarks		1,430			—			1,430
Impairment loss		(1,020	)		(24,890	)		(25,910	)

Balance at April 27, 2013:	$	410		$	14,000		$	14,410

The following discussion relates to the goodwill and other intangible assets impairment test performed during the third quarter of fiscal 2012:

In performing the impairment assessment, the Company estimated the fair value of its reporting units using a combination of the Income Approach and Market Approach discussed above. Key assumptions used in these approaches were as follows:

Income Approach (discounted cash flow (“DCF”) analysis) —the DCF valuation method requires an estimation of future cash flows of a reporting unit and then discounting those cash flows to their present value using an appropriate discount rate. The discount rate selected should reflect the risks inherent in the projected cash flows. The key inputs and assumptions of the DCF method are the projected cash flows, the terminal value of the reporting units and the discount rate. The growth rates used for the terminal value calculations and the discount rates of the respective reporting units were as follows:


	Terminal Value Growth Rates			Discount Rate
Education Resources		2.0	%		19.6	%
Califone		2.0	%		18.4	%
Science		2.4	%		15.4	%
Planning and Student Development		3.0	%		17.9	%
Reading		2.0	%		19.3	%
Health		2.0	%		17.9	%

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

of enterprise value to projected earnings before interest, taxes, depreciation and amortization (“EBITDA”) and a ratio of enterprise value to projected revenue as appropriate valuation metrics. These two metrics were evenly weighted for the Reading and Planning and Student Development reporting units. Various operating performance measurements of the reporting unit being valued are then benchmarked against the peer group and a discount rate or premium is applied to reflect favorable or unfavorable comparisons. The resulting multiple is then applied to the reporting unit being valued to arrive at an estimate of its fair value. A control premium is then applied to the equity value. The Company selected 8 companies that were deemed relevant to the Planning and Student Development and Reading reporting units and 9 companies that were deemed relevant to the Education Resources and Califone reporting units under the guideline public company method to provide an indication of value. A control premium was then applied to the enterprise value of the reporting unit. The control premium was established based on a review of transactions over an 18 month period. The resulting multiples and control premiums were as follows:

EBITDA
Multiples

Revenue
Multiples

Control
Premium

Education Resources

4.2x

N/A

13.8

Califone

3.9x

N/A

13.8

Reading

5.8x

1.2x

15.1

Planning and Student Development

4.6x

0.8x

15.1

Based upon the assessment performed in the third quarter of fiscal 2012, the Califone, Science, Planning and Student Development and Reading reporting units failed step one of the goodwill impairment test, requiring a step two analysis with respect to those reporting units. In step two, the Company allocated the fair value of the reporting units to all of the assets and liabilities of the reporting units, including any unrecognized intangible assets, in a hypothetical calculation to determine the implied fair value of the goodwill. The impairment charge, if any, is measured as the difference between the implied fair value of goodwill and its carrying value.

As a result of this analysis, $86,491 of goodwill was considered impaired during the third quarter of fiscal 2012. Assumptions utilized in the impairment analysis are subject to significant management judgment. Changes in estimates or the application of alternative assumptions could have produced significantly different results. As shown above in the table, the Califone reporting unit, which is part of the Educational Resources segment, and the Science, Reading and Planning and Student Development reporting units, which are part of the Accelerated Learning segment, were determined to have an impairment of their goodwill balance as of January 28, 2012.

Due to the triggering events described above, the Company also performed an impairment test of its indefinite-lived intangible assets during the third quarter of fiscal 2012. The Company utilized an income approach, whereby the assets are valued by reference to the amount of royalty income generated if the assets were licensed to a third party. In this method, a sample of comparable guideline royalty or license agreements was analyzed. The Company recorded a $21,010 impairment charge in the third quarter of fiscal 2012 related to a non-amortizable trademark in the Educational Resources segment and to non-amortizable tradenames in the Accelerated Learning segment. The following table presents a summary of the carrying value of indefinite-lived intangible assets:


	Educational Resources			Accelerated Learning			Total
Tradenames	$	—		$	38,890		$	38,890
Trademarks		1,430			—			1,430
Impairment loss		(1,020	)		(20,190	)		(21,210	)

Balance at April 28, 2012:	$	410		$	18,700		$	19,110

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

NOTE 9—PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:


	April 27, 2013			April 28, 2012
Land	$	158		$	158
Projects in progress		2,953			8,789
Buildings and leasehold improvements		29,804			29,863
Furniture, fixtures and other		108,877			101,882
Machinery and warehouse equipment		40,117			39,337

Total property, plant and equipment		181,909			180,028
Less: Accumulated depreciation		(142,700	)		(122,537	)

Net property, plant and equipment	$	39,209		$	57,491

Depreciation expense related to continuing operations for fiscal years 2013, 2012 and 2011 was $23,166, $19,060 and $17,018, respectively.

NOTE 10—DEBT

Long-Term Debt

Long-term debt as of April 27, 2013 and April 28, 2012 consisted of the following:


	April 27, 2013			April 28, 2012
Credit Agreement	$	—		$	121,125
ABL DIP Agreement		43,302			—
Ad Hoc DIP Agreement		155,000			—
3.75% Convertible Subordinated Notes due 2026, issued 2011, net of unamortized discount		163,688			156,859
Sale-leaseback obligations, effective rate of 8.97%, expiring in 2020		11,684			12,639

Total debt		373,674			290,623
Less: Current maturities		(198,302	)		(955	)
Less: Debt classified as liabilities subject to compromise (Note 4)		(175,372	)		—

Total long-term debt	$	—		$	289,668

Bankruptcy Filing and Bankruptcy-Related Debt

Credit Agreement

Subsequent to the filing the Chapter 11 Cases, on January 31, 2013, the Company entered into a Senior Secured Super Priority Debtor-in-Possession Credit Agreement (the “Bayside DIP Agreement”) by and among the Company, certain of its subsidiaries, Bayside Finance, LLC (“Bayside”) (as Administrative Agent and Collateral Agent), and the lenders party to the Bayside Credit Agreement and a Debtor-in-Possession Credit

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

Agreement (the “ABL DIP Agreement”) by and among Wells Fargo Capital Finance, LLC (as Administrative Agent, Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner) and GE Capital Markets, Inc. (as Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner and Syndication Agent), General Electric Capital Corporation (as Syndication Agent), and the lenders that are party to the Asset-Based Credit Agreement (the “Asset-Based Lenders”) and the Company and certain of its subsidiaries.

The Bayside DIP Agreement provided for a senior secured, super-priority revolving credit facility of up to $50,000 (the “Bayside DIP Facility”), with an initial borrowing upon closing of $15,000, and subsequent borrowings of $8,000.

All borrowings under the Bayside DIP Agreement were required to be repaid on the earliest of (i) June 30, 2013, (ii) the date of termination of the Bayside DIP Agreement, whether pursuant to the consummation of a sale of substantially all of the assets of the Debtors under section 363 of the Bankruptcy Code, or (iii) certain other termination events.

Pursuant to a Security and Pledge Agreement, the Bayside DIP Facility was secured by substantially all assets of the Company and the guarantor subsidiaries. Under an intercreditor agreement between the Asset-Based Lenders and the Bayside Lenders (the “Intercreditor Agreement”), the Bayside Lenders had a first priority security interest in all interests in real property, all intellectual property, all equipment and fixtures, and certain other assets of the Company and its subsidiaries, and had a second priority security interest in accounts receivable, inventory and certain other assets of the Company and the subsidiary guarantors, subordinate only to the first priority security interest of the Asset-Based Lenders in such assets. The obligations under the Bayside DIP Facility were extinguished with proceeds from the Ad Hoc DIP Agreement discussed below.

The ABL DIP Agreement provided a revolving senior secured asset-based credit facility (the “ABL DIP Facility”) in an aggregate principal amount of $175,000. The amount of revolving loans made during any one week was based on certain conditions, including the budget supplied by the Company. Outstanding amounts under the ABL DIP Facility bore interest at a rate per annum equal to either: (1) a base rate (equal to the greatest of (a) the prime lending rate, (b) the federal funds rate plus 0.50%, and (c) the 30-day LIBOR rate plus 1.00% per annum) plus 2.75%, or (2) a LIBOR rate plus 3.75%. The default interest rate was three percentage points above the otherwise applicable rate.

Pursuant to a Security and Pledge Agreement, the ABL DIP Facility was secured by substantially all assets of the Company and the guarantor subsidiaries. Under the Intercreditor Agreement, the Asset-Based Lenders had a first priority security interest in accounts receivable, inventory and certain other assets of the Company and the subsidiary guarantors, and had a second priority security interest in all interests in real property, all intellectual property, all equipment and fixtures, and certain other assets of the Company and its subsidiaries, subordinate only to the first priority security interest of the Bayside Lenders in such assets.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

The Ad Hoc DIP Agreement provided for a senior secured, super-priority revolving credit facility of up to $155,000 (the “Ad Hoc DIP Facility”), with an initial borrowing upon closing of $130,000, and subsequent borrowings of $15,000 following the entry of the final order of the Bankruptcy Court and upon the satisfaction of certain conditions.

The principal amounts outstanding under the Ad Hoc DIP Facility bore interest based on applicable LIBOR or base rates plus margins as set forth in the Ad Hoc DIP Agreement. Upon the occurrence of an event of default in the Ad Hoc DIP Agreement, an additional default interest rate of 2.0% per annum applied. The Ad Hoc DIP Agreement also provided for certain additional fees payable to the agents and lenders.

All borrowings under the Ad Hoc DIP Agreement were required to be repaid on the earliest of (i) June 30, 2013, (ii) the date of termination of the Ad Hoc DIP Agreement, whether pursuant to the consummation of a sale of substantially all of the assets of the Debtors under section 363 of the Bankruptcy Code, or (iii) certain other termination events.

See Note 24 of Notes to Consolidated Financial Statements for additional discussion of the post-emergence debt agreements.

Pre-Bankruptcy Filing Debt

Credit Agreement

On May 22, 2012, the Company entered into an Asset-Based Credit Agreement (the “Asset-Based Credit Agreement”). Under the Asset-Based Credit Agreement, the Asset-Based Lenders agreed to provide a revolving senior secured asset-based credit facility (the “2012 ABL Facility”) in an aggregate principal amount of $200,000.

The 2012 ABL Facility was secured by a first priority security interest in substantially all assets of the Company and the guarantor subsidiaries. Under an intercreditor agreement between the lenders under the 2012 ABL Facility and the Term Loan lenders, as described below, the Asset-Based Lenders had a first priority security interest in substantially all working capital assets of the Company and the guarantor subsidiaries, and a second priority security interest in all other assets, subordinate only to the first priority security interest of the Term Loan lenders in such other assets.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

The Asset-Based Credit Agreement contained customary events of default and financial, affirmative and negative covenants, including financial covenants relating to the Company’s (1) minimum fixed charge coverage ratio, (2) maximum secured leverage ratio, (3) maximum total leverage ratio, (4) maximum term loan ratio and (5) minimum interest coverage ratio. In addition, the Asset-Based Credit Agreement contained a minimum liquidity covenant requiring the Company to maintain minimum liquidity levels at the end of each month during the life of the Term Loan (consisting of Qualified Cash, subject to a $2,000 cap, plus availability under the 2012 ABL Facility). The Company was not in compliance with the minimum liquidity covenant as of the end of December, 2012. As a result, the Company entered into a Forbearance Agreement with its 2012 ABL Facility lenders and Bayside Finance, LLC on January 4, 2013 and subsequently filed for protection under Chapter 11 of the U.S. Bankruptcy Code.

Outstanding amounts under the 2012 ABL Facility bore interest at a rate per annum equal to, at the Company’s election: (1) a base rate (equal to the greatest of ( a ) the prime lending rate, ( b ) the federal funds rate plus 0.50%, and ( c ) the 30-day LIBOR rate plus 1.00% per annum) (the “Base Rate”) plus an applicable margin (equal to a specified margin based on the interest rate elected by the Company, the excess availability under the 2012 ABL Facility and the applicable point in the life of the 2012 ABL Facility) (the “Applicable Margin”), or (2) a LIBOR rate plus the Applicable Margin (the “LIBOR Rate”). Interest on loans under the 2012 ABL Facility that bore interest based upon the Base Rate were due monthly in arrears, and interest on loans that bore interest based upon the LIBOR Rate were due on the last day of each relevant interest period. The effective interest rate under the 2012 ABL Facility for the first nine months of fiscal 2013 was 5.41%, which included amortization of loan origination fees of $866 and commitment fees on unborrowed funds of $376. As of January 26, 2013, the outstanding balance on the 2012 ABL Facility was $41,589. The balances under this Credit Agreement on the date of the filing of the Chapter 11 Cases were repaid during the fourth quarter of fiscal 2013 using cash collections from accounts receivable securing the obligations under this facility.

Term Loan

On May 22, 2012, the Company entered into a term loan credit agreement (the “Term Loan Credit Agreement”). Under the Term Loan Credit Agreement, the Term Loan lender agreed to make a term loan (the “Term Loan”) to the Company in aggregate principal amount of $70,000.

The Term Loan was secured by a first priority security interest in substantially all assets of the Company and the guarantor subsidiaries. Under an intercreditor agreement between the lenders under the 2012 ABL Facility and the Term Loan lender, the Term Loan lender had a second priority security interest in substantially all working capital assets of the Company and the subsidiary guarantors, subordinate only to the first priority security interest of the lenders under the 2012 ABL Facility in such assets, and a first priority security interest in all other assets.

The Term Loan Credit Agreement contained customary events of default and financial, affirmative and negative covenants, including quarterly financial covenants relating to the Company’s (1) maximum secured leverage ratio, (2) maximum total leverage ratio, (3) maximum term loan ratio, (4) minimum fixed charge coverage ratio and (5) minimum interest coverage ratio. In addition, the Term Loan Credit Agreement contained a minimum liquidity covenant requiring the Company to maintain minimum liquidity levels at the end of each month during the life of the Term Loan (consisting of Unrestricted Cash plus availability under the 2012 ABL Facility). The Company was not in compliance with the minimum liquidity covenant as of the end of December,

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

2012. As a result, the Company entered into a Forbearance Agreement with its ABL lenders and Bayside Finance, LLC on January 4, 2013 and subsequently filed for protection under Chapter 11 of the U.S. Bankruptcy Code.

The outstanding principal amount of the Term Loan bore interest at a rate per annum equal to the applicable LIBOR rate (calculated as the greater of (1) the current three-month LIBOR rate and (2) 1.5%) plus 11.0%, accruing and paid on a quarterly basis in arrears. The term loan was prepaid by $3,000 in the second quarter of fiscal 2013. In the fourth quarter of fiscal 2013 the remaining term loan of $67,000 was retired using the proceeds from the Ad Hoc DIP Agreement. Interest expense on the Term Loan was not accrued subsequent to the Chapter 11 filing. Absent the Chapter 11 filing, the Company would have had additional interest expense of $865.

The Company recorded a $25,054 charge related to the acceleration of the obligations under the Term Loan Credit Agreement, including the early payment fee. The charge was triggered by the Company’s non-compliance with the minimum liquidity covenant. The early payment fee represented the present value of all interest payments due to Bayside during the term of the Term Loan Credit Agreement. The Company has incurred $1,295 of interest expense related to the $25,054 early payment fee. The Ad Hoc DIP Agreement required $25,000 to be placed in an escrow account as a deposit for an early termination fee payable to Bayside that was provided under the Term Loan Credit Agreement. The official Committee of Unsecured Creditors is contesting that Bayside is entitled to receive the funds. The Bankruptcy Court has ruled that Bayside is entitled to the funds, but the Official Committee of Unsecured Creditors is contesting the ruling and has filed an appeal in the Federal District Court of Delaware. The funds will remain in the escrow account until the appeal process has been concluded or a settlement of the issues is reached between the parties.

Former Credit Agreement

The Company entered into its former revolving credit facility (the “Credit Agreement”) on April 23, 2010 which was subsequently amended in the fourth quarter of fiscal 2011 and the first quarter of fiscal 2012. The Credit Agreement provided borrowing capacity of $242,500. This capacity consisted of a revolving loan of $200,000 and a delayed draw term loan of up to $42,500, which was used to refinance a portion of the Company’s convertible notes. Interest accrued at a rate of, at the Company’s option, either a Eurodollar rate plus an applicable margin of up to 4.50%, or the lender’s base rate plus an applicable margin of up to 3.50%. The Company also paid a commitment fee on the revolving loan and delayed draw term loan of 0.50% on unborrowed funds. The Credit Agreement was secured by substantially all of the assets of the Company and contained certain financial covenants, including a consolidated total and senior leverage ratio, a consolidated fixed charge coverage ratio and a limitation on consolidated capital expenditures. The effective interest rate under the Credit Agreement for fiscal 2013, until its termination on May 22, 2012, was 7.39%, which included amortization of loan origination fees of $84 and commitment fees on unborrowed funds of $34.

The Company used a portion of the proceeds of the 2012 ABL Facility and the Term Loan to repay outstanding indebtedness under the former Credit Agreement.

The Company recorded a $10.2 million charge associated with the unamortized debt issuance costs related to the extinguishment of the pre-petition credit facilities.

Convertible Notes

Accounting standards require the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option)

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

components of the instrument in a manner that reflects the market interest rate at debt issuance without the conversion feature. The Company had two convertible debt instruments outstanding during fiscal 2013 and had three convertible debt instruments outstanding during portions of fiscal 2012. A fair value must be assigned to the equity conversion options of (1) the Company’s $200,000 convertible subordinated debentures due 2026 (the “2006 Debentures”), which were issued November 22, 2006 of which $42,500 in aggregate principal amount was repaid in the third quarter of fiscal 2012 and the balance of which was exchanged for the 2011 Debentures described in the following clauses (2) and (3); (2) the Company’s $100,000 convertible subordinated debentures (the “2011 Debentures”), which were issued on March 1, 2011 of which $100,000 in aggregate original principal amount was outstanding as of April 27, 2013; and (3) the additional $57,500 of the 2011 Debentures, which were issued on July 7, 2011, of which $57,500 in aggregate original principal amount was outstanding as of April 27, 2013 (collectively, the “Convertible Notes”). The value assigned to the equity conversion option results in a corresponding decrease in the value assigned to the carrying value of the debt portion of the instruments.

The values assigned to the debt portions of the Convertible Notes were determined based on market interest rates for similar debt instruments without the conversion feature as of the respective November 22, 2006, March 1, 2011 and July 7, 2011 issuance dates of the Convertible Notes. The difference in market interest rates versus the coupon rates on the Convertible Notes results in non-cash interest that is amortized into interest expense over the expected terms of the Convertible Notes. For purposes of the valuation, the Company used an expected term of five years for the Convertible Notes issued on November 22, 2006 and an expected term of approximately four years for both the Convertible Notes issued March 1, 2011 and July 7, 2011, which corresponds with the first date the holders of the respective Convertible Notes could put their Convertible Notes back to the Company.

The 2006 Debentures were unsecured, subordinated obligations of the Company, paid interest at 3.75% per annum on each May 30th and November 30th, and were convertible upon satisfaction of certain conditions. The debentures were redeemable at the Company’s option on or after November 30, 2011. No debentures were converted into shares of common stock.

On November 30, 2011, the holders of the 2006 Debentures presented to the Company for redemption $42,400 of the $42,500 2006 Debentures outstanding. The Company satisfied the $42,400 repayment in cash by borrowing on its former Credit Agreement. The remaining outstanding amount of $100 was called by the Company during the third quarter of fiscal 2012.

On March 1, 2011 and July 7, 2011, the Company entered into separate, privately negotiated exchange agreements under which it retired $100,000 and $57,500, respectively, in aggregate principal amount of the then outstanding 2006 Debentures in exchange for the issuance of $100,000 and $57,500, respectively, in aggregate principal amount of the 2011 Debentures. The 2011 Debentures bore interest semi-annually at a rate of 3.75% per year in respect of each $1 original principal amount of 2011 Debentures (the “Original Principal Amount”) on each May 30th and November 30th, and the principal accreted on the principal amount of the 2011 Debentures (including the Original Principal Amount) at a rate of 3.9755% per year, compounding on a semi-annual basis (such principal amount, including any accretions thereon, the “Accreted Principal Amount”). The events of default under the 2012 ABL Facility and Term Loan and the acceleration of the obligations thereunder, which are described above, were events of default under the 2011 Debentures. In conjunction with the filing of the Chapter 11 Cases, the trustee or the holders of at least 25% in aggregate accreted principal amount declared the accreted principal amount of the 2011 Debentures and any accrued and unpaid interest on the 2011 Debentures to be immediately due and payable, subject to the subordination provisions of the 2011 Debentures.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

Interest expense on the convertible subordinated debentures was not accrued subsequent to the Chapter 11 filing. Absent the Chapter 11 filing, the Company would have had additional interest expense of $3,864. Of this amount, $1,477 would have been 3.75% coupon interest and $2,387 of non-cash interest under ASC 470-20.

See Note 24 of Notes to Consolidated Financial Statements for additional discussion of the post-emergence debt.

Sale-leaseback Obligations

The Company entered into two sale-leaseback transactions during fiscal 2001 which are accounted for as financings due to a technical default provision within the leases which could allow, under remote circumstances, for continuing ownership involvement by the Company in the two properties.

Due to the Chapter 11 filing, the 2011 Debentures and sale-leaseback obligations are shown in liabilities subject to compromise and all long-term debt is shown as current debt in the consolidated financial statements as of April 27, 2013, as the Company’s DIP related debt had a maturity date of June 30, 2013. See Note 24 for discussion of the impact of the Reorganization Plan on debt.

NOTE 11—INCOME TAXES

The provision for income taxes consists of:


	Fiscal 2013			Fiscal 2012			Fiscal 2011
Current income tax expense/(benefit):
Federal	$	(6,518	)	$	(2,479	)	$	15,740
State		548			1,281			654
Foreign		430			402			(134	)

Total		(5,540	)		(796	)		16,260
Deferred income tax expense/(benefit):
Federal		5,205			3,791			(83,419	)
State		(10	)		(2,851	)		(5,960	)
Foreign		11			23			(13	)

Total		5,206			963			(89,392	)

Total provision for/(benefit from) income taxes	$	(334	)	$	167		$	(73,132	)

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

Deferred taxes are comprised of the following:


	April 27, 2013			April 28, 2012			April 30, 2011
Current deferred tax assets (liabilities):
Inventory	$	5,645		$	6,083		$	6,480
Allowance for doubtful accounts		347			782			737
Accrued liabilities		(77	)		(1,176	)		(50	)
Convertible debt instruments and debt issuance cost		4,259			—			(12,596	)
Net operating loss carryforward		300			300			975
Early debt termination		9,624
Valuation allowance		(20,098	)		(1,192	)		—

Total current deferred tax assets (liabilities)		—			4,797			(4,454	)

Long-term deferred tax assets (liabilities):
Foreign tax and AMT credit carryforward		11,586			7,225			7,194
Net operating loss carryforward		7,662			3,634			2,519
Property and equipment		(8,263	)		(13,659	)		(11,002	)
Accrued liabilities		12,380			13,163			10,327
Intangible assets		20,115			15,404			(2,467	)
Investment in noncontrolling interest		7,745			6,315			4,631
Convertible debt instruments		—			(246	)		(975	)
Valuation allowance		(51,174	)		(31,446	)		—

Total long-term deferred tax assets (liabilities)		51			390			10,227

Net deferred tax assets (liabilities)	$	51		$	5,187		$	5,773

The Company has estimated that an ownership change occurred in fiscal 2013 that is subject to Internal Revenue Code Section 382. Due to the limitation imposed under Section 382, certain federal and state deferred tax attributes may be significantly reduced over the next five years.

At April 27, 2013, the Company has state net operating losses of approximately $124,736, which expire during fiscal years 2014 – 2030. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that either all, or some portion, of the deferred tax assets will not be realized. The realization is dependent upon the future generation of taxable income, reversal of deferred tax liabilities, tax planning strategies, and expiration of tax attribute carryovers. In fiscal 2012, the Company concluded that the realization of a majority of the deferred tax assets did not meet the more likely than not threshold, and recorded a tax valuation allowance of $32,638. In fiscal 2013, the Company increased its tax valuation allowance to $71,272. As of April 27, 2013, the Company had an immaterial amount of unremitted earnings from foreign investments.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

The Company’s effective income tax rate varied from the U.S. federal statutory tax rate as follows:


	Fiscal 2013			Fiscal 2012			Fiscal 2011
U.S. federal statutory rate		35.0	%		35.0	%		35.0	%
State income taxes, net of federal income tax benefit		-0.2	%		1.5	%		1.3	%
Foreign income tax		0.1	%		0.2	%		0.1	%
Deemed dividend, meals and entertainment and other		-0.5	%		0.3	%		0.1	%
Goodwill and intangible asset impairment		-6.2	%		-12.9	%		-19.4	%
Bankruptcy-related reorganization costs		-3.6	%		—			—
Valuation allowance		-24.4	%		-24.2	%		0.0	%

Effective income tax rate		0.2	%		-0.1	%		17.1	%

The Company files income tax returns with the U.S., various U.S. states, and foreign jurisdictions. The most significant tax return the Company files is with the U.S. The Company’s tax returns are no longer subject to examination by the U.S. for fiscal years before 2011. The Company has various tax audits and appeals in process at any given time. It is not anticipated that any adjustments resulting from tax examinations or appeals would result in a material change to the Company’s financial position or results of operations.

As of April 27, 2013, April 28, 2012 and April 30, 2011, the Company’s liability for uncertain tax positions, net of federal tax benefits, was $925, $587 and $688, respectively, all of which would impact the effective tax rate if recognized. The Company does not expect any material changes in the amount of uncertain tax positions within the next twelve months. The Company classifies accrued interest and penalties related to uncertain tax positions as income tax expense in the consolidated statements of operations. The amounts of accrued interest and penalties included in the liability for uncertain tax positions are not material.

The following table summarizes the activity related to the Company’s gross liability for uncertain tax positions:


Balance at April 24, 2010	$	2,126
Increase related to current year tax provision		—
Expiration of that statute of limitations for tax assessments		17
Adjustments to provision related to assessments		(1,455	)

Balance at April 30, 2011	$	688

Increase related to current year tax provision		21
Expiration of that statute of limitations for tax assessments		(2	)
Adjustments to provision related to assessments		(120	)

Balance at April 28, 2012	$	587

Increase related to current year tax provision		133
Expiration of that statute of limitations for tax assessments		—
Adjustments to provision related to assessments		205

Balance at April 27, 2013	$	925

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

NOTE 12—OPERATING LEASE COMMITMENTS

The Company leases various types of warehouse and office facilities and equipment, under lease agreements which expire at various dates. Future minimum lease payments under operating leases for the Company’s fiscal years are as follows:


2014		7,218
2015		5,594
2016		4,633
2017		4,603
2018		4,509
Thereafter		12,727

Total minimum lease payments	$	39,284

Rent expense for fiscal 2013, 2012 and 2011, was $9,164, $9,308 and $9,453, respectively.

NOTE 13—EMPLOYEE BENEFIT PLANS

The Company sponsors the School Specialty, Inc. 401(k) Plan (the “401(k) Plan”) which allows employee contributions in accordance with Section 401(k) of the Internal Revenue Code. The Company has the discretion to match a portion of employee contributions and virtually all full-time employees are eligible to participate in the 401(k) Plan after 90 days of service. In fiscal 2013, fiscal 2012 and fiscal 2011, the Company did not make any 401(k) match due to the economic conditions and the Company’s liquidity position.

NOTE 14—SHAREHOLDERS’ EQUITY (DEFICIT)

Share Repurchase Programs

The Company did not repurchase any shares of its outstanding common stock during the last three fiscal years. Restrictive covenants in the Company’ pre-bankruptcy credit facilities and bankruptcy-related debtor-in-possession credit facilities prevent the Company’s repurchase of additional common stock.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

Earnings Per Share (“EPS”)

Basic EPS excludes dilution and is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities to issue common stock were exercised or otherwise issued. The following information presents the Company’s computations of basic and diluted EPS for the periods presented in the consolidated statements of operations:


	(Loss)/Income (Numerator)			Shares (Denominator)		Per Share Amount
Fiscal 2013:
Basic EPS	$	(147,692	)		18,922	$	(7.81	)

Effect of dilutive employee stock options					—
Effect of dilutive non-vested stock units					—

Diluted EPS	$	(147,692	)		18,922	$	(7.81	)

Fiscal 2012:
Basic EPS	$	(134,017	)		18,878	$	(7.10	)

Effect of dilutive employee stock options					—
Effect of dilutive non-vested stock units					—

Diluted EPS	$	(134,017	)		18,878	$	(7.10	)

Fiscal 2011:
Basic EPS	$	(356,273	)		18,870	$	(18.88	)

Effect of dilutive employee stock options					—
Effect of dilutive non-vested stock units					—

Diluted EPS	$	(356,273	)		18,870	$	(18.88	)

The Company had additional employee stock options outstanding of 2,570, 1,802 and 1,529 during fiscal 2013, 2012 and 2011, respectively, which were not included in the computation of diluted EPS because they were anti-dilutive.

The 2011 Debentures, had no current impact on the Company’s denominator for computing diluted EPS because conditions under which the debentures may be converted and shares may be issued upon conversion had not been satisfied. See Note 10.

NOTE 15—SHARE-BASED COMPENSATION EXPENSE

Employee Stock Plans

Prior to the Effective Date, the Company had three share-based employee compensation plans under which awards were outstanding as of April 27, 2013: the School Specialty, Inc. 1998 Stock Incentive Plan (the “1998 Plan”), the School Specialty, Inc. 2002 Stock Incentive Plan (the “2002 Plan”), and the School Specialty, Inc. 2008 Equity Incentive Plan (the “2008 Plan”). All plans were approved by the Company’s shareholders.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

A summary of option transactions for fiscal 2011, fiscal 2012 and fiscal 2013 follows:


	Options Outstanding					Options Exercisable
	Options			Weighted- Average Exercise Price		Options		Weighted- Average Exercise Price
Balance at April 24, 2010		1,465		$	32.87		957	$	34.02

Granted		255			20.30
Exercised		(15	)		17.49
Canceled		(199	)		33.33

Balance at April 30, 2011		1,506		$	31.35		988	$	33.61

Granted		1,152			18.88
Exercised		—			—
Canceled		(302	)		32.10

Balance at April 28, 2012		2,356		$	19.18		1,009	$	32.20

Granted		463			2.85
Exercised		—			—
Canceled		(269	)		28.20

Balance at April 27, 2013		2,550		$	15.27		1,207	$	24.76

The following tables detail supplemental information regarding stock options outstanding at April 27, 2013:


	Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Options outstanding		7.11	$	—
Options vested and expected to vest		7.06		—
Options exercisable		5.44		—


	Options Outstanding						Options Exercisable
Range of Exercise Prices	Options		Weighted- Average Life (Years)		Weighted- Average Exercise Price		Options		Weighted- Average Exercise Price
$ 2.26 – $13.62		1,167		8.97	$	2.91		224	$	2.94
$13.63 – $19.04		554		7.75		15.70		196		16.58
$19.05 – $34.62		348		5.12		24.94		306		25.58
$34.63 – $39.71		481		3.30		37.75		481		37.75

		2,550		7.11	$	15.27		1,207	$	24.76

Options were generally exercisable beginning one year from the date of grant in cumulative yearly amounts of twenty-five percent of the shares granted and generally expire ten years from the date of grant. Under the award agreements, options granted to directors and non-employee officers of the Company would have vested over a three year period, twenty percent after the first year, fifty percent (cumulative) after the second year and one hundred percent (cumulative) after the third year. Option information provided in the tables in this Note

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

includes shares subject to inducement options granted to the Company’s Chief Executive Officer, Chief Administrative Officer and Chief Marketing Officer in connection with the commencement of their respective employment with the Company. While these inducement options had a time-based vesting element, the exercisability of a portion of these options was subject to either a minimum stock purchase requirement and/or a minimum price per share threshold.

In fiscal 2013 there were no time-based NSU awards granted.

In fiscal 2012, the Company granted 14 time-based NSU awards to non-employee directors of the Company with an approximate fair value of $194. The awards would have vested one year from the date of grant and the Company was recognizing share-based compensation expense related to time-based NSU awards on a straight-line basis over the vesting period.

In fiscal 2013 there were no shares of restricted stock awarded.

In fiscal 2012, the Company awarded 75 shares of restricted stock to Mr. Lavelle in connection with the commencement of his employment with the Company. As awarded, the restricted stock would have vested one-third of the shares on the date which Mr. Lavelle meets the minimum stock purchase requirement of $400 and would have vested as to an additional one-third on each of the first two anniversaries of that date. In fiscal 2012, the Company also awarded 90 shares of restricted stock to other key senior executives which would have vested ratably over a three year period. The approximate fair value of the grants in fiscal 2012 was $467.

The following table presents the share-based compensation expense recognized for the fiscal years ended April 27, 2013, April 28, 2012 and April 30, 2011:


	For the Fiscal Years Ended
	April 27, 2013				April 28, 2012				April 30, 2011
	Gross		Net of Tax		Gross		Net of Tax		Gross		Net of Tax
Stock Options	$	1,399	$	856	$	1,576	$	965	$	2,030	$	1,242
Management NSUs		—		—		344		211		345		211
Director NSUs		141		86		198		121		186		114
Management RSUs		355		218		389		238		285		174

Total stock-based compensation epense	$	1,895			$	2,507			$	2,846

The stock-based compensation expense is reflected in selling, general and administrative (“SG&A”) expenses in the accompanying consolidated statements of operations. The income tax benefit recognized related to share-based compensation expense was $735 and $972 for the fiscal years ended April 27, 2013 and April 28, 2012, respectively. The Company recognized share-based compensation expense ratably over the vesting period of each award along with cumulative adjustments for changes in the expected level of attainment for performance-based awards.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

The total unrecognized share-based compensation expense as of April 27, 2013, April 28, 2012 and April 30, 2011 were as follows:


	April 27, 2013		April 28, 2012		April 30, 2011
Stock Options, net of estimated forfeitures	$	2,328	$	3,002	$	2,717
NSUs		225		28		721
RSUs		1,071		1,239		1,417

The Company would normally expect to recognize this expense over a weighted average period of approximately 2.1 years. However, in conjunction with the Debtors’ Reorganization Plan which became effective on June 11, 2013 (see Note 24 – Subsequent Events), all shares, options, NSUs and restricted shares that were outstanding on the Effective Date were canceled. As a result, the Company will not have any compensation expense subsequent to June 11, 2013 related to the above-mentioned equity grants.

The weighted average fair value of options granted during fiscal 2013, 2012 and 2011, was $1.27, $3.40 and $6.72, respectively. The fair value of options is estimated on the date of grant using the Black-Scholes single option pricing model with the following weighted average assumptions:


	Fiscal 2013			Fiscal 2012			Fiscal 2011
Average-risk free interest rate		0.93	%		1.15	%		2.00	%
Expected volatility		48.31	%		40.81	%		35.01	%
Expected term		5.5 years			5.5 years			5.5 years



	Fiscal 2013			Fiscal 2012			Fiscal 2011
Total intrinsic value of stock options exercised	$	—		$	—		$	61
Cash received from stock option exercises		—			—			—
Income tax deficiency from the exercise of stock options		(91	)		(352	)		(555	)

NOTE 16—SEGMENT INFORMATION

The Company determines its operating segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it operates in two operating segments, Educational Resources and Accelerated Learning, which also constitute its reportable segments. The Company operates principally in the United States, with limited operations in Canada. The Educational Resources segment offers products that include basic classroom supplies and office products, supplemental learning materials, physical education equipment, classroom technology, and furniture. The Accelerated Learning segment is a PreK-12 curriculum-based publisher of proprietary and non-proprietary products in the categories of science, reading and literacy, coordinated school health, and planning and student development. The accounting policies of the segments are the same as those described in Summary of Significant Accounting Policies. Intercompany eliminations represent intercompany sales primarily from the Accelerated Learning segment to the Educational Resources segment, and the resulting profit recognized on such intercompany sales.

While a significant majority of revenue and assets are derived from the Company’s U.S. operations, the Company had Canadian revenue of $27,914, $31,082, and $32,325 for fiscal years 2013, 2012, and 2011 respectively, and long-term assets of $929, $10,842, and $28,460 for fiscal years 2013, 2012, and 2011

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

respectively. These long-term assets are primarily Goodwill and Intangible Assets. The majority of the revenue is reflected in the Accelerated Learning segment and all of the assets are in the Accelerated Learning segment.

The following table presents segment information:


	Fiscal 2013			Fiscal 2012			Fiscal 2011
Revenues:
Educational Resources	$	495,832		$	526,260		$	534,803
Accelerated Learning Group		178,498			205,063			226,607
Corporate and intercompany eliminations		668			668			668

Total	$	674,998		$	731,991		$	762,078

Operating (loss) income and loss before taxes:
Educational Resources (2)	$	34,336		$	18,301		$	(222,708	)
Accelerated Learning Group (2)		(28,927	)		(70,158	)		(130,666	)
Corporate and intercompany eliminations		(54,809	)		(43,221	)		(38,055	)

Operating loss		(49,400	)		(95,078	)		(391,429	)
Interest expense and other		97,190			37,284			36,938

Loss before taxes	$	(146,590	)	$	(132,362	)	$	(428,367	)


	April 27, 2013			April 28, 2012			April 30, 2011
Identifiable assets:
Educational Resources	$	148,792		$	145,733		$	179,689
Accelerated Learning Group		183,011			236,670			355,561
Corporate assets (1)		95,770			81,118			102,294

Total	$	427,573		$	463,521		$	637,544


	Fiscal 2013			Fiscal 2012			Fiscal 2011
Depreciation and amortization of intangible assets and development costs:
Educational Resources	$	5,195		$	6,246		$	7,257
Accelerated Learning Group		19,777			17,138			14,763
Corporate		15,427			12,881			11,146

Total	$	40,399		$	36,265		$	33,166

Expenditures for property, plant and equipment, intangible and other assets and development costs:
Educational Resources	$	1,416		$	363		$	1,338
Accelerated Learning Group		7,819			9,523			11,447
Corporate		4,328			8,820			12,355

Total	$	13,563		$	18,706		$	25,140

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

(1)

Identifiable corporate assets include distribution related assets of $14,548, $23,761 and $26,903, as of April 27, 2013, April 28, 2012 and April 30, 2011, respectively, for which depreciation is allocated to the Educational Resources segment. Depreciation expense allocated to Educational Resources segment was $2,474, $2,615 and $2,513 for fiscal 2013, fiscal 2012 and fiscal 2011, respectively.

(2)

In the third quarter of fiscal 2013, the Company recorded an impairment charge related to its goodwill and indefinite-lived intangible assets of $3,893 and $41,896 in its Educational Resources and Accelerated Learning Segments, respectively. In the third quarter of fiscal 2012, the Company recorded an impairment charge related to its goodwill and indefinite-lived intangible assets of $11,779 and $95,722 in its Educational Resources and Accelerated Learning Segments, respectively. In the first quarter of fiscal 2011, the Company recorded an impairment charge related to its goodwill and indefinite-lived intangible assets of $249,895 and $161,495 in its Educational Resources and Accelerated Learning Segments, respectively.

NOTE 17—RESTRICTED CASH

During the fourth quarter of fiscal 2013, the Company placed $25,000 of cash into a restricted account. The Ad Hoc DIP Agreement required the funds to be placed in an escrow account as a deposit for an early termination fee payable to Bayside that was provided under the Term Loan Credit Agreement. The Bankruptcy Court has ruled that the funds are owed, but the Official Committee of Unsecured Creditors is contesting the ruling and has filed an appeal in the Federal District Court of Delaware. The funds will remain in the escrow account until the appeal process has been concluded or a settlement of the issues is reached between the parties.

During the first quarter of fiscal 2013, the Company transferred $2,708 of cash into a restricted account. The funds in the restricted account serve as collateral primarily for the Company’s workmen’s compensation insurance and other lease obligations, secured by letters of credit. During the third and fourth quarters of fiscal 2013, $972 and $434 respectively, was transferred from the restricted cash account as the letters of credit secured by these amounts were canceled. The remaining restricted funds cannot be withdrawn from our account without prior written consent of the secured parties.

NOTE 18—CONDENSED COMBINED DEBTOR-IN-POSSESSION FINANCIAL INFORMATION

The financial statements below represent the condensed combined financial statements of the Debtors.

Intercompany transactions among the Debtors have been eliminated in the condensed combined financial statements contained herein. Intercompany transactions among the Debtors and the Non-Filing Entities have not been eliminated in the Debtors’ condensed combined financial statements.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

DEBTORS’ BALANCE SHEET


	April 27, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	16,764
Restricted cash		26,302
Accounts receivable, less allowance for doubtful accounts of $926		57,495
Inventories, net		92,345
Deferred catalog costs		8,924
Prepaid expenses and other current assets		29,806
Refundable income taxes		9,878

Total current assets		241,514
Property, plant and equipment, net		39,137
Investment in non-filing entities		26,842
Intangible assets, net		109,506
Development costs and other, net		30,079
Investment in unconsolidated affiliate		715

Total assets	$	447,793

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities - long-term debt		198,302
Accounts payable		22,785
Accrued compensation		6,851
Deferred revenue		2,237
Accrued fee for early termination of long-term debt		25,000
Other accrued liabilities		21,627

Total current liabilities		276,802
Long-term debt - less current maturities		—
Other liabilities		925
Liabilities subject to compromise		228,959

Total liabilities		506,686

Commitments and contingencies - Note 21
Shareholders’ equity (deficit):
Common stock, $0.001 par value per share		24
Capital paid-in excess of par value		446,231
Treasury stock, at cost 5,420,210 shares		(186,637	)
Accumulated other comprehensive income		—
Accumulated deficit		(318,511	)

Total shareholders’ equity (deficit)		(58,893	)

Total liabilities and shareholders’ equity (deficit)	$	447,793

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

DEBTORS’ STATEMENT OF OPERATIONS


	For the Fiscal Year Ended April 27, 2013
Revenues	$	662,043
Cost of revenues		410,069

Gross profit		251,974
Selling, general and administrative expenses		256,930
Impairment charge		36,010

Operating loss		(40,966	)
Other expense:
Interest expense		28,600
Loss on early extinguishment of debt		10,201
Early termination of long-term indebtedness		26,247
Impairment of long-term asset		1,414
Impairment of investment in unconsolidated affiliate		7,749

Loss before reorganization costs and provision for (benefit from) income taxes		(115,177	)
Bankruptcy related reorganization costs		22,979

Loss before provision for (benefit from) income taxes		(138,156	)
Provision for (benefit from) income taxes		(774	)

Loss before losses from investment in unconsolidated affiliate		(137,382	)
Losses of unconsolidated affiliate		(1,436	)

Net loss attributable to Debtor Entities	$	(138,818	)

DEBTORS’ STATEMENT OF COMPREHENSIVE INCOME (LOSS)


	For the Fiscal Year Ended April 27, 2013
Net Loss Attributable to Debtor Entities	$	(138,818	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		—

Total comprehensive loss, net of tax	$	(138,818	)

DEBTORS’ STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT)


	Common Stock				Capital Paid-in Excess of Par Value			Treasury Stock, at Cost			(Accumulated Deficit) / Retained Earnings			Total Shareholders’ Equity (Deficit)
	Shares		Dollars
Balance at April 28, 2012		24,300	$	24	$	444,476		$	(186,637	)	$	(179,693	)	$	78,170

Issuance of common stock in conjunction with stock option exercises, net		299		—		—			—			—			—
Tax deficiency on option exercises		—		—		(91	)		—			—			(91	)
Share-based compensation expense		—		—		1,846			—			—			1,846
Net loss		—		—		—			—			(138,818	)		(138,818	)

Balance at April 27, 2013		24,599	$	24	$	446,231		$	(186,637	)	$	(318,511	)	$	(58,893	)

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

DEBTORS’ STATEMENT OF CASH FLOWS


	For Fiscal Year Ended April 27, 2013
Cash flows from operating activities:
Net loss attributable to Debtor entities	$	(138,818	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and intangible asset amortization expense		33,029
Amortization of development costs		7,179
Losses of unconsolidated affiliate		1,436
Loss on early extinguishment of debt		10,201
Early termination of long-term indebtedness		1,247
Fees related to DIP financing		9,855
Amortization of debt fees and other		2,019
Share-based compensation expense		1,846
Impairment of goodwill and intangible assets		36,010
Impairment of investment in unconsolidated affiliate		7,749
Impairment of long-term asset		1,414
Deferred taxes		5,193
Non-cash convertible debt interest expense		6,828
Changes in current assets and liabilities (net of assets acquired and liabilities assumed in business combinations):
Accounts receivable		3,753
Inventories		8,024
Deferred catalog costs		2,813
Prepaid expenses and other current assets		(19,965	)
Accounts payable		505
Accrued liabilities		12,334
Accrued bankruptcy related reorganization costs		6.188

Net cash used in operating activities		(1,160	)

Cash flows from investing activities:
Additions to property, plant and equipment		(4,702	)
Proceeds from note receivable		3,000
Change in restricted cash		(26,302	)
Investment in product development costs		(7,579	)
Investment in product line		(1,250	)

Net cash used in investing activities		(36,833	)

Cash flows from financing activities:
Pre-petition proceeds from bank borrowings		1,029,131
Pre-petition repayment of debt and capital leases		(1,110,809	)
DIP proceeds from bank borrowings		307,636
DIP repayment of debt and capital leases		(149,850	)
Early termination of long-term indebtedness		(1,247	)
Fees related to DIP financing		(9,855	)
Payment of debt fees and other		(10,404	)

Net cash provided by financing activities		54,602

Net increase in cash and cash equivalents		16,609
Cash and cash equivalents, beginning of period		155

Cash and cash equivalents, end of period	$	16,764

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

The following table reflects pre-petition liabilities that are subject to compromise for the Debtors:


	April 27, 2013
Accounts payable	$	51,951
2011 Debentures		163,688
Pre-petition accrued interest on 2011 Debentures		979
Sale-leaseback obligations		11,684
Payables and advances to non-filing entities		657

Liabilites subject to compromise	$	228,959

NOTE 19 — GAIN ON SALE OF PRODUCT LINE

“Gain on sale of product line” on the consolidated statements of operations represents gains or losses on the sale of long-lived assets of the Company and is included in income from continuing operations before income taxes in accordance with FASB ASC Topic 360-10-45-5, SEC Staff Accounting Bulletin Topic 13, “ Revenue Recognition ” and Regulation S-X, Rule 5-03(b)(6).

In the third quarter of fiscal 2012, the Company completed the sale of SEEDS of Science/Roots of Reading assets which the Company concluded was an ancillary, non-core program. The sale price was $6,650, including assets of $2,274 and resulting in a gain of sale of assets of $4,376.

NOTE 20—RESTRUCTURING

In fiscal 2013 and 2012, the Company recorded restructuring costs associated with severance related to headcount reductions, which is recorded in selling, general and administrative expenses on the consolidated statements of operations. The Company completed the fiscal 2012 headcount reductions during the third quarter of fiscal 2012. The following is a reconciliation of accrued restructuring costs for the fiscal years ended April 27, 2013 and April 28, 2012.


	Educational Resources			Accelerated Learning			Corporate			Total
Accrued Restructuring at April 30, 2011	$	309		$	44		$	8		$	361
Amounts charged to expense		708			711			894			2,313
Payments		(937	)		(417	)		(197	)		(1,551	)

Accrued Restructuring at April 28, 2012	$	80		$	338		$	705		$	1,123

Amounts charged to expense		381			400			780			1,561
Payments		(482	)		(589	)		(897	)		(1,968	)

Accrued Restructuring at April 27, 2013	$	(21	)	$	149		$	588		$	716

NOTE 21—COMMITMENTS AND CONTINGENCIES

Various claims and proceedings arising in the normal course of business are pending against the Company. The results of these matters are not expected to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

In the second quarter of fiscal 2012, the Company settled the state tax audit for the Delta Education, LLC (“Delta”) liability that survived the Company’s acquisition of Delta in fiscal 2006. As a result of the settlement, the Company finalized the amount owed by the subsidiary to the state. The settlement resulted in an assessment related to the pre-acquisition years of Delta of $2,600, net of Federal benefit. The matter is closed, and the Company adjusted the previously recorded liability based upon the settlement.

NOTE 22—QUARTERLY FINANCIAL DATA (UNAUDITED)

The following presents certain unaudited quarterly financial data for fiscal 2013 and fiscal 2012:


	Fiscal 2013
	First		Second			Third			Fourth			Total
Revenues	$	252,139	$	236,866		$	80,791		$	105,202		$	674,998
Gross profit		103,597		92,700			29,406			38,177			263,880
Operating income (loss)		28,481		25,336			(76,612	)		(26,605	)		(49,400	)
Earnings (loss), net of income taxes		18,256		14,264			(108,509	)		(70,267	)		(146,256	)
Equity in (losses) earnings of unconsolidated affiliate, net of tax		119		(137	)		(1,418	)		—			(1,436	)
Net income (loss)		18,375		14,127			(109,927	)		(70,267	)		(147,692	)
Basic earnings per share of common stock:
Earnings/(loss)	$	0.97	$	0.75		$	(5.81	)	$	(3.72	)	$	(7.81	)

Total	$	0.97	$	0.75		$	(5.81	)	$	(3.72	)	$	(7.81	)

Diluted earnings per share of common stock:
Earnings/(loss)	$	0.97	$	0.75		$	(5.81	)	$	(3.72	)	$	(7.81	)

Total	$	0.97	$	0.75		$	(5.81	)	$	(3.72	)	$	(7.81	)


	Fiscal 2012
	First			Second		Third			Fourth			Total
Revenues	$	276,084		$	251,375	$	85,258		$	119,274		$	731,991
Gross profit		111,276			95,060		30,628			46,050			283,014
Operating income (loss)		31,500			21,655		(126,545	)		(21,688	)		(95,078	)
Earnings (loss), net of income taxes		13,570			8,744		(103,006	)		(51,837	)		(132,529	)
Equity in (losses) earnings of unconsolidatedaffiliate, net of tax		(20	)		135		(1,608	)		5			(1,488	)
Net income (loss)		13,550			8,879		(104,614	)		(51,832	)		(134,017	)
Basic earnings per share of common stock:
Earnings/(loss)	$	0.72		$	0.47	$	(5.54	)	$	(2.75	)	$	(7.10	)

Total	$	0.72		$	0.47	$	(5.54	)	$	(2.75	)	$	(7.10	)

Diluted earnings per share of common stock:
Earnings/(loss)	$	0.72		$	0.47	$	(5.54	)	$	(2.75	)	$	(7.10	)

Total	$	0.72		$	0.47	$	(5.54	)	$	(2.75	)	$	(7.10	)

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

The summation of quarterly net income per share may not equate to the calculation for the full fiscal year as quarterly calculations are performed on a discrete basis.

The Company’s business activity is subject to seasonal influences. Our historical revenues and profitability have been dramatically higher in the first two quarters of our fiscal year, primarily due to increased shipments to customers coinciding with the start of each school year. Quarterly results also may be materially affected by variations in our costs for the products sold, the mix of products sold and general economic conditions. Therefore, results for any quarter are not indicative of the results that we may achieve for any subsequent fiscal quarter or for a full fiscal year.

NOTE 23—PRELIMINARY PRO FORMA FRESH START BALANCE SHEET AND STATEMENT OF OPERATIONS (UNAUDITED)

In connection with the Company’s emergence from Chapter 11, the Company adopted fresh start accounting as of June 11, 2013 in accordance with ASC 852 “ Reorganizations ”. Upon the adoption of fresh start accounting, the financial statements of the Company will not be comparable, in various material respects, to any of the Company’s previously issued financial statements. The financial statements as of June 11, 2013 and for periods subsequent to the fresh start effective date reflect that of a new entity. Fresh start accounting results in the creation of a new reporting entity that has no retained earnings or accumulated deficit.

Fresh start accounting reflects the value of the Company as determined in the confirmed plan of reorganization. Under fresh start accounting, the Company’s asset values are remeasured using fair value, and are allocated in conformity with ASC 805, “Business Combinations”.

The following Preliminary Pro Forma Fresh Start Balance Sheet and Statement of Operations illustrate the presently estimated financial effects of the implementation of the plan of reorganization and the adoption of fresh start accounting. The Pro Forma Fresh Start Balance Sheet reflects the assumed effect of the consummation of the transactions contemplated in the Plan of Reorganization, including settlement of various liabilities and securities issuances, incurrence of new indebtedness, and cash payments. The Preliminary Pro Forma Fresh Start Balance Sheet is presented as if the effectiveness of the Plan of Reorganization had occurred, and the Company had adopted fresh start accounting, as of April 27, 2013. The Preliminary Pro Forma Fresh Start Statement of Operations is presented as if the effectiveness of the Plan of Reorganization had occurred, and the Company had adopted fresh start accounting, as of the last day of the fiscal 2012. As a result, the pro forma fiscal 2013 results do not include costs related to the Chapter 11 Cases.

This preliminary pro forma data is unaudited. Asset appraisals for fresh start accounting have not yet been completed, and comparable interest rate and other data required for evaluation of liability values are still being compiled and finalized. Changes in the values of assets and liabilities and changes in assumptions from those reflected in the Preliminary Pro Forma Fresh Start Balance Sheet could significantly impact the reported value of intangibles. Accordingly, the amounts shown are not final, and are subject to changes and revisions, including differences between the estimates used to develop this Preliminary Pro Forma Fresh Start Balance Sheet and the actual amounts ultimately determined. This could also result in differences between the estimates used in the Preliminary Pro Forma Statement of Operations and actual amounts ultimately determined. Balances also will differ due to the results of operations and other transactions occurring between April 27, 2013 and June 11, 2013, which is the date on which the Company adopted fresh start accounting.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

The pro forma effects of the Plan of Reorganization and fresh start accounting on the Company’s Preliminary Pro Forma Fresh Start Balance Sheet as of April 27, 2013 are as follows (unaudited, in thousands):


				(1)			(2)			(3)
	April 27, 2013			Debt Discharge			New Credit Facility Financing Transactions			Preliminary Fresh Start Adjustments			Pro Forma April 27, 2013
Assets:
Cash and cash equivalents	$	20,769		$	—		$	(3,284	)	$	—		$	17,485
Restricted cash		26,302			—			—			—			26,302
Accounts receivable		58,942			—			—			—			58,942
Inventories		92,582			—			—			—			92,582
Other current assets		48,618			—			—			—			48,618

Total current assets		247,213			—			(3,284	)		—			243,929

Property, plant and equipment		39,209			(8,000	)		—			—			31,209
Intangibles		110,306			—			—			(78,704	)		31,602
Development costs and other		30,845			—			10,839			—			41,684

Total assets	$	427,573		$	(8,000	)	$	7,555		$	(78,704	)	$	348,424


Liabilities and Shareholders’ Equity (Deficit):
Current liabilities:

DIP loan facility	$	198,302		$	—		$	(198,302	)	$	—		$	—
Accounts payable		22,897			—			—			—			22,897
Other current liabilities		56,339			—			—			—			56,339

Total current liabilities		277,538			—			—			—			79,236
Exit financing		—			—			161,263			—			161,263
Liabilities subject to compromise		228,302			(228,302	)		—			—			—
Liability to general unsecured creditors		—			19,400			—			—			19,400
Other long term liabilities		925			—			—			—			925

Total liabilities		506,765			(209,902	)		(37,039	)		—			260,824

Shareholders’ equity:
Debtors		(79,192	)		170,547			(12,651	)		(78,704	)		—
Reorganized Entity		—			30,355			57,245			—			87,600

Total shareholders’ equity (deficit)		(79,192	)		201,902			44,594			(78,704	)		87,600

	$	427,573		$	(8,000	)	$	7,555		$	(78,704	)	$	348,424

(1)	Debt Discharge

This column represents the discharge, reinstatement or reclassification of liabilities subject to compromise pursuant to the terms of the plan of reorganization. Along with creditor claims accumulated through the bankruptcy proceedings, discharged liabilities include the rejection or reclassification of capital lease obligations. The debtors liabilities subject to compromise total approximately $230,000, of which:

•

Approximately $19,400 is reclassified as long-term liabilities representing the estimated recovery of general unsecured creditors.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

•

Approximately $164,700 represents the pre-petition 3.75% convertible notes (including accrued interest through the filing date), due in 2026, for which the note holders were issued equity with estimated value of $30,400.

•

Approximately $11,700 represents capital lease obligations for which the lease was either rejected or amended in a manner that results in an operating lease.

As a result of the various debt discharge and reclassification transactions, a gain on extinguishment of approximately $170,500 is expected to be recognized as a non-cash reorganizational item.

(2)	New Credit Financing Transactions

This column reflects the retirement of approximately $198,300 of DIP financings which consisted of repayments of $141,600 and the issuance of equity with an estimated fair value of $57,245. The proceeds for the DIP repayments were made using $138,400 net proceeds, after payment of debt issuance costs and other expenses, from the exit financing and approximately $3,300 of existing cash.

(3)	Fresh Start Adjustments

Fresh start adjustments are made to reflect asset values at their estimated fair value. This includes the elimination of debtor equity accounts. Based on an the Company’s estimated enterprise value of $300,000, as reported to the Bankruptcy Court, the Company estimates that intangible assets will be reduced from their historical amount by approximately $78,700. This is an estimate until the valuation and fresh start accounting is completed in the first quarter of fiscal 2014.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

The pro forma effects of the Plan of Reorganization and fresh start accounting on the Company’s Preliminary Pro Forma Statement of Operations for the year ended April 27, 2013 are as follows (unaudited, in thousands, except per share information):


				(1)			(2)			(3)
	April 27, 2013			Eliminate Bankruptcy- related costs and Interest Expense on Old Debt			Record Interest Expense on New Debt			Adjustments Related to Adoption of Fresh Start and Other Restructuring			Pro Forma April 27, 2013
Revenues	$	674,998		$	—		$	—		$	—		$	674,998
Cost of revenues		411,118			—			—			—			411,118

Gross profit		263,880			—			—			—			263,880
Selling, general and administrative expenses		267,491			(4,732	)		—			(12,600	)		250,159
Impairment Charge		45,789			—			—			—			45,789

Operating loss		(49,400	)		4,732			—			12,600			(32,068	)

Other expense:
Interest expense		28,600			(28,600	)		19,033			—			19,033
Loss on early extinguishment of debt		10,201			(10,201	)		—			—			—
Early termination of long-term indebtedness		26,247			(26,247	)		—			—			—
Impairment of long-term asset		1,414			—			—			—			1,414
Impairment of investment in unconsolidated affiliate		7,749			—			—			—			7,749

Loss before reorganization costs and provision for (benefit from) income taxes		(123,611	)		69,780			(19,033	)		12,600			(60,264	)
Bankruptcy related reorganization costs		22,979			(22,979	)		—			—			—

Loss before provision for (benefit from) income taxes		(146,590	)		92,759			(19,033	)		12,600			(60,264	)
Provision for / (benefit from) income taxes		(334	)		—			—			—			(334	)

Loss before losses from investment in unconsolidated affiliate		(146,256	)		92,759			(19,033	)		12,600			(59,930	)
Losses of unconsolidated affiliate		(1,436	)		—			—			—			(1,436	)

Net loss	$	(147,692	)	$	92,759		$	(19,033	)	$	12,600		$	(61,366	)


Weighted average shares outstanding:
Basic and Diluted		18,922												18,922

Net loss per share:
Basic and Diluted	$	(7.81	)										$	(3.24	)

(1)	Eliminate bankruptcy-related costs and interest expense on old debt

This column eliminates $4,732 of bankruptcy-related costs that the Company incurred pre-petition and had included in its SG&A. In addition, the $28,600 of interest expense related entirely to the pre-bankruptcy credit facilities and the debtor-in-possession credit facilities that are replaced by the Company’s exit

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

financing. Other costs related to the extinguishment of the Company’s pre-bankruptcy credit facilities, including the $10,201 loss on extinguishment and $26,247 early termination of long-term indebtedness, are eliminated.

(2)	Record interest expense on new debt.

The Company estimates the interest expense on the exit financing will be approximately $19,033. This includes approximately $1,500 on the asset-based loan assuming an average outstanding balance of $60,000 during the course of the fiscal year, $13,775 on the $145,000 term loan, $2,038 of amortized debt issuance costs and $1,720 on the $19,400 estimated face value of the deferred cash payments owed to general unsecured creditors in accordance with Reorganization Plan.

(3)	Adjustments related to the adoption of fresh start accounting and other restructuring.

The Company’s preliminary fresh start balance sheet reflects a reduction of intangible assets of $78,704, of which the Company has preliminarily estimated to relate to definite-lived intangibles with an average useful life of approximately 10 years. Thus, the estimated reduction in intangible amortization is approximately $7,800. The Company incurred approximately $2,800 of costs in fiscal 2013 related to the closure of its Mt. Joy, Pennsylvania distribution Center as the lease was rejected in the bankruptcy process. These costs have been eliminated in the Pro Forma Statement of Operations. In addition, the Company estimates that the impact of this lease rejection will reduce occupancy-related costs by approximately $2,000 on a full year basis.

NOTE 24—SUBSEQUENT EVENTS

On May 23, 2013, the Bankruptcy Court approved the Debtors’ Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code (the “Reorganization Plan”) pursuant to the Confirmation Order dated May 23, 2013, as corrected June 3, 2013 (the “Confirmation Order”). On June 11, 2013 (the “Effective Date”), the Ad Hoc Facility and the ABL DIP Facility and the related security agreements were terminated in accordance with the terms of the Reorganization Plan. Also on the Effective Date, the 2011 Debentures were canceled and the indenture under which the 2011 Debentures were issued was terminated.

On June 11, 2013, the Company entered into a Loan Agreement (the “Asset-Based Credit Agreement”) by and among the Company, Bank of America, N.A, as Agent, SunTrust Bank, as Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Bookrunners, and the Lenders that are party to the Asset-Based Credit Agreement (the “Asset-Based Lenders”).

Under the Asset-Based Credit Agreement, the Asset-Based Lenders agreed to provide a revolving senior secured asset-based credit facility (the “New ABL Facility”) in an aggregate principal amount of $175 million. Outstanding amounts under the New ABL Facility will bear interest at a rate per annum equal to, at the Company’s election: (1) a base rate (equal to the greatest of ( a ) the prime lending rate, ( b ) the federal funds rate plus 0.50%, and ( c ) the 30-day LIBOR rate plus 1.00% per annum) (the “Base Rate”) plus an applicable margin (equal to a specified margin based on the interest rate elected by the Company, the fixed charge coverage ratio under the New ABL Facility and the applicable point in the life of the New ABL Facility) (the “Applicable Margin”), or (2) a LIBOR rate plus the Applicable Margin (the “LIBOR Rate”). Interest on loans under the New ABL Facility bearing interest based upon the Base Rate will be due monthly in arrears, and interest on loans bearing interest based upon the LIBOR Rate will be due on the last day of each relevant interest period or, if sooner, on the respective dates that fall every three months after the beginning of such interest period.

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

Also on June 11, 2013, the Company entered into a Credit Agreement (the “New Term Loan Credit Agreement”) among the Company, Credit Suisse AG, as Administrative Agent and Collateral Agent, and the Lenders defined in the New Term Loan Credit Agreement (the “Term Loan Lenders”).

Under the New Term Loan Credit Agreement, the Term Loan Lenders agreed to make a term loan (the “New Term Loan”) to the Company in aggregate principal amount of $145 million. The outstanding principal amount of the New Term Loan will bear interest at a rate per annum equal to the applicable LIBOR rate (with a 1% floor) plus 8.50%, or the base rate plus a margin of 7.50%. Interest on loans under the New Term Loan Credit Agreement bearing interest based upon the base rate will be due quarterly in arrears, and interest on loans bearing interest based upon the LIBOR Rate will be due on the last day of each relevant interest period or, if sooner, on the respective dates that fall every three months after the beginning of such interest period.

The Term Loan matures on June 11, 2019. The New Term Loan Credit Agreement requires prepayments at specified levels upon the Company’s receipt of net proceeds from certain events, including: (1) certain dispositions of property, divisions, business units or business lines; and (2) other issuances of debt other than Permitted Debt (as defined in the New Term Loan Credit Agreement). The New Term Loan Credit Agreement also requires prepayments at specified levels from the Company’s excess cash flow. The Company is also permitted to voluntarily prepay the New Term Loan in whole or in part. Any prepayments are to be made at par, plus an early payment fee calculated in accordance with the terms of the New Term Loan Credit Agreement if prepaid prior to the second anniversary of the Term Loan Credit Agreement.

Pursuant to a Guarantee and Collateral Agreement dated as of June 11, 2013 (the “New Term Loan Security Agreement”), the Term Loan is secured by a first priority security interest in substantially all assets of the Company and the guarantor subsidiaries. Under an intercreditor agreement between the Asset-Based Lenders and the Term Loan Lenders, the Term Loan Lenders have a second priority security interest in substantially all working capital assets of the Company and the subsidiary guarantors, subordinate only to the first priority security interest of the Asset-Based Lenders in such assets, and a first priority security interest in all other assets.

100

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

Pursuant to the Reorganization Plan, the Company consummated a reincorporation merger (the “Reincorporation”) where the Company merged with and into its wholly owned subsidiary, SSI Merger Sub Inc., a Delaware corporation, pursuant to the terms of a Plan of Merger dated as of June 11, 2013 (the “Plan of Merger”). In connection with the Plan of Merger, SSI Merger Sub Inc. changed its name to School Specialty, Inc. (the “Company”). The effective date of the Reincorporation was June 11, 2013 (the “Effective Time”). As a result of the Reincorporation, the Company is now a Delaware corporation.

On the Effective Date, pursuant to the Reorganization Plan, all equity interests in the pre-reorganization company, including common stock and any options, warrants, calls, subscriptions or other similar rights or other agreements, commitments or outstanding securities obligations, were cancelled and extinguished.

As of the Effective Date a total of 1,000,004 shares of common stock were issued pursuant to the Reorganization Plan to holders of certain allowed claims against the Debtors. In total, the Company has 2,000,000 authorized shares of Common Stock and 500,000 authorized shares of preferred stock, each with a par value of $0.001 per share.

The Reorganization Plan generally provided for the treatment of allowed claims against, and equity interests in, the Debtors as follows:

•

Each holder of an allowed general unsecured claim was entitled to receive a deferred cash payment equal to 20% of such allowed claim, plus interest, on the terms described in the Reorganization Plan;

•

Each holder of an unsecured claim arising from the provision of goods and/or services to the Debtors in the ordinary course of its pre-petition trade relationship with the Debtors, with whom the Reorganized Debtors continue to do business after the Effective Date, is entitled to receive a deferred cash payment equal to 20% of such claim, plus interest, on the terms described in the Reorganization Plan. Such holders may increase their percentage recoveries to 45%, plus interest, by electing to provide the reorganized Debtors with customary trade terms for a specified period, as described in the Reorganization Plan;

•

101

SCHOOL SPECIALTY, INC.

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FISCAL YEARS ENDED APRIL 27, 2013, APRIL 28, 2012 AND APRIL 30, 2011

(In Thousands, Except Per Share Amounts)

voluntarily reduce the amount of its claim to $3,000 under the terms described in the Reorganization Plan, was entitled to receive a cash payment equal to 20% of such allowed claim on or as soon as practicable after the Effective Date; and

•

Holders of equity interests in the Company prior to the reorganization, including claims arising out of or with respect to such equity interests, were not entitled to receive any distribution under the Reorganization Plan.

Pursuant to the Reorganization Plan, on the Effective Date, the terms of the directors and managers of the boards of directors or board of managers of the Debtors expired and such directors and managers were deemed removed from such boards. The initial board of directors of the reorganized Company is comprised of four members, including:

•

Michael P. Lavelle, the Company’s Chief Executive Officer; and

•

Three directors, including James R. Henderson, Madhu Satyanarayana and Justin Lu as designated by the three largest lenders under the Ad Hoc DIP Agreement.

On the Effective Date, the officers of each of the reorganized Company and subsidiaries were appointed in accordance with the provisions of the new organizational documents.

On July 22, 2013 the Company entered into a Transition and Separation Agreement and Mutual General Release (the “Transition Agreement”) with Mr. Lavelle, pursuant to which Mr. Lavelle resigned as President and Chief Executive Officer of the Company, and as a member of the board of directors of the Company, effective as of such date after August 2, 2013 as determined by the board of directors, but not later than September 1, 2013. The effective date is expected to be August 9, 2013. As discussed in more detail in Item 10, Directors, Executive Officers and Corporate Governance, because of the resignation of Mr. Lavelle, the board of directors appointed James R. Henderson to serve as interim Chief Executive Officer of the Company.

102

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation as of the end of the period covered by this annual report, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective for the purposes set forth in the definition of the Exchange Act rules.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. As such term is defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officers, or persons performing similar functions, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that:

(1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company;

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and

(3)

provide reasonable assurance regarding prevention of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the criteria, management concluded that the Company’s internal control over financial reporting was effective as of April 27, 2013.

Changes in Internal Controls

No change in our internal control over financial reporting occurred during our most recent fiscal quarter that materially affected, or is reasonably likely to materially effect, our internal control over financial reporting.

103

Item 9B.

Other Information

Not applicable

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The information required under this Item relating to executive officers of the Company is provided in Part I of this report.

Board of Directors

As described above under Item 1, Business, pursuant to the Reorganization Plan, on the Effective Date, the terms of the directors of the pre-reorganization Company expired and such directors were deemed removed from the Board. The initial board of directors of the reorganized Company is comprised of four members, and under the Reorganization Plan, certain other lenders under the Ad Hoc DIP Agreement had the right to designate an additional director. These lenders determined not to exercise their right, and have requested that the board of directors designate the additional director at its discretion. The following descriptions provide certain biographical information about each of the directors of the reorganized Company, along with a statement regarding the specific experience, qualifications, attributes or skills that led to the determination that each director should serve as a director of the Company. There were no material changes in fiscal 2013 to the procedures by which the Company’s shareholders may recommend nominees to the Company’s Board of Directors.


Name and Age of Director
Michael P. Lavelle Age 43		Mr. Lavelle has been President and Chief Executive Officer of School Specialty since January 2012. He served as President, Senior Vice President, and Vice President of several divisions of Houghton Mifflin Harcourt, a company specializing in educational products, reference works and literature, from 2001 to 2011. In May 2012, Houghton Mifflin Harcourt filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code. Prior to joining Houghton Mifflin Harcourt, Mr. Lavelle served as Chief Financial Officer of John Zink Company, a portfolio company of Koch Industries, a privately held company specializing in manufacturing, trading and investments, from 1997 to 2000, and as Chief Financial Officer of Marcegaglia USA, a carbon and stainless steel manufacturer, from 1994 to 1997. He has served on the Board since January 2012. Mr. Lavelle’s position as President and Chief Executive Officer of the Company made him an integral part of the Board.

On July 22, 2013 the Company entered into a Transition and Separation Agreement and Mutual General Release (the “Transition Agreement”) with Mr. Lavelle, pursuant to which Mr. Lavelle resigned as President and Chief Executive Officer of the Company, and as a member of the board of directors of the Company, effective as of such date after August 2, 2013 as determined by the board of directors, but not later than September 1, 2013 (the “Separation Date”). The effective date is expected to be August 9, 2013. At the Effective Time, Justin Lu, Madhu Satyanarayana and James R. Henderson were appointed to the Board of Directors in accordance with the terms of the Reorganization Plan. Mr. Lu, Mr. Satyanarayana and Mr. Henderson were designated by Zazove Associates, J. Goldman & Co., L.P., and Steel Excel, Inc., the three largest Ad Hoc DIP Lenders.

Justin Lu Age 42		Mr. Lu is a principal and assistant high yield portfolio manager at Zazove Associates (“Zazove”), an investment advisory firm focused on convertible securities. Mr. Lu has been employed by Zazove since 2002, investing primarily in high yield convertible portfolios. Prior to joining Zazove, Mr. Lu worked at Merrill Lynch from 1998 to 2001 as an associate in the leveraged finance and technology investment banking groups.

104


		Mr. Lu received his B.A. in economics and mathematics from Dartmouth College and his J.D./M.B.A. from Columbia University. Mr. Lu is a CFA charterholder. Mr. Lu’s experience at sophisticated financial institutions with leveraged finance and other complex transactions is beneficial to the Board of Directors.

Madhu Satyanarayana Age 32		Mr. Satyanarayana is a Portfolio Manager of J. Goldman & Co., L.P. (“JGC”), having been employed in that position since 2011. Prior to joining JGC, Mr. Satyanarayana was a Vice President at Cerberus Capital Management, L.P. from 2005 to 2011, investing in distressed securities and special situations. From 2003 to 2005, Mr. Satyanarayana was an Analyst at UBS Securities, LLC in the Restructuring Group, advising corporate, sovereign and hedge fund clients in distressed situations. Mr. Satyanarayana has previously served on the board of directors of Freedom Group, Inc. as well as certain of its affiliates and subsidiaries, where he chaired the Investment and Benefits Committee, charged with managing the assets of multiple defined benefit pension plans on behalf of their beneficiaries. In addition, Mr. Satyanarayana has served on numerous ad hoc creditor and lender committees as part of the restructuring processes of those companies. Mr. Satyanarayana received a A.B. in Economics from Harvard College. Mr. Satyanarayana’s background investing in distressed situations as well as his prior board service and ad hoc creditor and lender committee experience make him a valuable member of the Board of Directors.

James R. Henderson Age 55		Mr. Henderson served as Chairman of the Board and Chief Executive Officer of Point Blank Solutions, Inc., a designer and manufacturer of protective body armor, from June 2009 until October 2011, having previously served as its Chairman of the Board from August 2008 until June 2009 and as acting chief executive officer from April 2009 until June 2009. He subsequently served as Chief Executive Officer of Point Blank Enterprises, Inc., the successor to the business of Point Blank Solutions, Inc., from October 2011 to September 2012. Mr. Henderson was also a Managing Director and operating partner of Steel Partners LLC, a subsidiary of Steel Partners Holdings L.P., a global diversified holding company that owns and operates businesses and has significant interests in leading companies in a variety of industries, including diversified industrial products, energy, defense, banking, insurance, and food products and services, until April 2011. In addition, Mr. Henderson was associated with Steel Partners LLC and its affiliates from August 1999 until April 2011. Mr. Henderson was a director and chief executive of the predecessor entity of Steel Partners Holdings L.P., WebFinancial Corporation, from June 2005 to April 2008, where he was served as president and chief operating officer from November 2003 to April 2008 and as vice president of operations from September 2000 to December 2003. Mr. Henderson was also the chief executive officer of WebBank, a wholly-owned subsidiary of Steel Partners Holdings L.P., from November 2004 to May 2005. Mr. Henderson was an Executive Vice President of SP Acquisition Holdings, Inc., a company formed for the purpose of acquiring one or more businesses or assets, from February 2007 until October 2009. Mr. Henderson has served as a director of GenCorp since 2008. Mr. Henderson also served as a director of DGT Holdings Corp., a manufacturer of proprietary high-voltage power conversion subsystems and components, from November 2003 until December 2011 and as a director of SL Industries, Inc., a company that designs, manufactures and markets power electronics, motion control, power protection, power quality electromagnetic and specialized communication equipment, from January 2002 to March 2010. Mr. Henderson

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served as a director of Angelica Corporation, a provider of healthcare linen management services, from August 2006 to August 2008. Mr. Henderson was also a director of ECC International Corp., a manufacturer and marketer of computer controlled simulators for training personnel to perform maintenance and operation procedures on military weapons, from December 1999 to September 2003 and was acting chief executive officer from July 2002 to March 2003. Mr. Henderson holds a BS in Accounting from the University of Scranton.

Mr. Henderson’s leadership experience and substantial business knowledge make him a valuable member of the board of directors.

Because of the resignation of Mr. Lavelle on July 22, 2013 the board of directors appointed James R. Henderson, chairman of the board of directors to serve as interim Chief Executive Officer of the Company, effective as of Mr. Lavelle’s Separation Date. Mr. Henderson will continue as Chairman of the board of directors and a director of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires School Specialty’s directors and officers, among others, to file reports with the SEC disclosing their ownership, and changes in their ownership, of stock in the Company. Copies of these reports must also be furnished to the Company. Based solely on a review of these copies, the Company believes that all filing requirements were complied with on a timely basis during fiscal 2013.

Code of Ethics

We have adopted a Code of Ethics that applies to our directors, officers and employees, including the principal executive officer, principal financial officer, principal accounting officer and controller. The Code of Ethics is posted on our internet website at www.schoolspecialty.com. We intend to satisfy disclosure requirements under Item 406 of Regulation S-K regarding certain amendments to, or waivers from, the Code of Ethics by posting such information our internet website.

Audit Committee

The Company has a separately-designated standing Audit Committee of its Board of Directors. The Audit Committee is responsible for oversight of the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements. The Audit Committee currently consists of Messrs. Satyanarayana and Lu. It was determined by the Board of Directors that as of August 6, 2013, Messrs. Satyanarayana and Lu were considered “independent” under the listing standards of NASDAQ without regard to the heightened independence standards for audit committee members with respect to Mr. Lu. Mr. Satyanarayana has been determined by the Board of Directors to be an “audit committee financial expert” for purposes of the SEC’s rules.

Item 11.

Executive Compensation

SUMMARY COMPENSATION TABLE

EXECUTIVE COMPENSATION

Explanatory Note

As previously disclosed, on January 28, 2013, School Specialty, Inc. and the other Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. On May 23, 2013, the Bankruptcy Court entered an order confirming the Debtors’ Reorganization Plan and a corrected copy of such order was entered by the Bankruptcy Court on June 3, 2013. In connection with the Reorganization Plan, all outstanding equity interests of the Company that were issued and outstanding prior to the Effective Date were cancelled on the Effective Date.

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Because of the resignation of Mr. Lavelle on July 22, 2013 the board of directors appointed James R. Henderson, Chairman of the board of directors to serve as interim Chief Executive Officer of the Company, effective as of Mr. Lavelle’s Separation Date. Mr. Henderson will continue as Chairman of the board of directors and a director of the Company.

On June 17, 2013, the Board created a new Compensation Committee of the Board of Directors and appointed Messrs. Lu and Henderson to serve on the newly created committee. The new Compensation Committee has not yet determined compensation for fiscal 2014. Accordingly, the executive compensation information discussed below for the fiscal year ended April 27, 2013 does not necessarily reflect the executive compensation program to be implemented by the newly constituted Compensation Committee and Board of Directors of the Company.

In accordance with the smaller reporting company disclosure requirements of Form 10-K and Regulation S-K, this section describes the compensation awarded to, earned by, or paid to the Company’s Chief Executive Officer and the next two most highly compensated executive officers (the “Named Executive Officers”) during fiscal 2013. In this section, references to the “Company,” “Board of Directors,” “Compensation Committee,” and the like refer to the Company prior to the Effective Date.

Summary Compensation Information.

The following table sets forth the compensation earned by the Named Executive Officers during fiscal 2013:

Summary Compensation Table – Fiscal 2013


Name and Principal Position	Fiscal Year		Salary ($)(1)		Bonus ($)		Stock Awards ($) (2) (3)		Option Awards ($) (4)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(6)		Total Compensation ($)
Michael P. Lavelle		2013	$	602,154	$	—	$	—	$	69,861	$	—	$	101,208	$	773,223
Chief Executive		2012	$	185,096	$	—	$	169,500	$	245,575	$	—	$	—	$	600,171
Officer(5)

David N. Vander Ploeg		2013	$	362,308	$	—	$	—	$	—	$	—	$	—	$	362,308
Vice President and		2012	$	308,076	$	—	$	105,900	$	288,943	$	—	$	—	$	702,919
Chief Financial Officer		2011	$	317,308	$	—	$	399,840	$	169,378	$	—	$	—	$	886,526

Patrick T. Collins		2013	$	183,462	$	—	$	77,000	$	131,408	$	—	$	—	$	391,870
Senior Vice President,
Sales(5)

(1)	Base salary amounts reflect a two-week furlough in fiscal 2013, four-week furlough in fiscal 2012, and a two-week furlough in fiscal 2011 for the Named Executive Officers who were employed by the Company during those fiscal years.

(2)

These amounts reflect the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with FASB ASC Topic 718, Compensation-Stock Compensation . Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to performance-based vesting conditions. The assumptions made in valuing the stock awards are included under the caption “Share-Based Compensation Expense” in Note 15 of the Notes to Consolidated Financial Statements in the Company’s fiscal 2013 Annual Report on Form 10-K.

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(3)

The amounts for fiscal 2013 and 2012 reflect the grant date fair value of the restricted stock awards granted during the fiscal year, and the amounts for fiscal 2011 reflect the grant date fair value of NSU and restricted stock awards granted during those fiscal years. The Adjusted EPS performance metric associated with the fiscal NSU awards were reviewed on a quarterly basis by the Committee. The Company determined the Adjusted EPS metric for the fiscal 2011 NSU awards would not be attained by the Company and reversed the expense recognized in the second quarter of fiscal 2011.

(4)

These amounts reflect the grant date fair value of the option awards granted during the indicated fiscal year, computed in accordance with FASB ASC Topic 718, Compensation-Stock Compensation . Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions made in valuing the option awards are included under the caption “Share-Based Compensation Expense” in Note 15 of the Notes to Consolidated Financial Statements in the Company’s fiscal 2013 Annual Report on Form 10-K.

(5)	Mr. Lavelle was hired as President and Chief Executive Officer as of January 12, 2012. Mr. Collins was hired as Senior Vice President, Sales as of September 4, 2012.

(6)	Includes $101,208 of relocation benefits paid to Mr. Lavelle in fiscal 2013.

Employment Agreements

During fiscal 2013, the Company was party to an employment agreement with each of Mr. Lavelle and Mr. Vander Ploeg, and an offer letter with Mr. Collins. Material terms of these arrangements are described below.

The Company entered into an employment agreement with Mr. Lavelle effective January 12, 2012, the term of which would have lasted through June 30, 2015. The agreement provided for an annual base salary of $625,000 (subject to increase at the discretion of the Board of Directors), and eligibility for participation in annual incentive bonus, long-term incentive compensation, retirement and welfare benefit plans offered by the Company to its senior executives. The agreement also provided for the grant of certain options and shares of restricted stock, all of which were cancelled in connection with the reorganization. The agreement contained confidentiality and non-compete provisions during the term of his employment and for a specified period of time thereafter. In the event Mr. Lavelle’s employment was terminated without cause, under the agreement he would have been entitled to a severance payment equal to 12 months of base salary, payable in accordance with the normal Company payroll practices. If Mr. Lavelle was terminated without cause within 24 months of a change of control, under the agreement he would have been entitled to a severance payment of 24 months of base salary, payable in accordance with the normal Company payroll practices. Additionally, during any period of salary continuation described in the agreement, Mr. Lavelle and his family would have been entitled under the agreement to continue to be covered under all health insurance coverage of the Company at the then-effective cost sharing arrangement between Mr. Lavelle and the Company. The agreement did not provide for any additional rights if his employment would have been terminated for cause, death, disability or resignation, except for the right to receive any unpaid base salary, accrued time off or reimbursement of expenses to which he was entitled.

The Company entered into an employment agreement with Mr. Vander Ploeg effective April 21, 2008. The agreement had an initial term of three years, with automatic one year renewals, unless either party gives notice of non-renewal. The agreement provides for an annual base salary of $330,000 (subject to increase at the discretion of the Board of Directors) and participation in an incentive bonus plan with a 50% of annual earned base salary target with a maximum opportunity of 100% The agreement contains confidentiality and non-compete provisions that continue for 18 months after termination of employment. In the event Mr. Vander Ploeg’s employment is terminated without cause, he is entitled to a severance payment equal to 12 months of base salary, payable in accordance with the normal Company payroll practices. Mr. Vander Ploeg will have no additional rights if his employment is terminated for cause, death, disability or resignation, except for the right to receive any unpaid base salary, accrued time off or reimbursement of expenses to which he is entitled.

Under the offer letter dated August 16, 2012 provided to Mr. Collins in connection with his employment with the Company, Mr. Collins’s total compensation includes an initial base salary of $300,000 per year;

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participation in the Company’s annual bonus plan and long-term equity incentive program. Mr. Collins received certain equity grants, which were terminated in connection with the reorganization. Mr. Collins will receive four weeks of paid time off and all benefits that the Company customarily provides to similarly situated employees. Should his employment be terminated for reasons other than cause, Mr. Collins will be eligible to receive one year of severance based on his salary at the date of termination, contingent on his agreement to customary covenants and conditions.

Outstanding Equity Awards. The following table provides information regarding options held at fiscal year-end by the Named Executive Officers:

Outstanding Equity Awards at April 27, 2013


Name	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#) (3)(7)(8)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Michael P. Lavelle		25,000		50,000	(1)(10)	$	2.26		1/12/2022		75,000	$	7,500		—	$	—
		—		250,000	(1)(11)	$	2.26		1/12/2022
		—		55,000	(1)	$	2.87		6/15/2022
David N. Vander Ploeg		35,000		0	(1)(5)	$	29.48		5/5/2018		42,000	$	4,200		—	$	—
		16,050		5,350	(1)(4)	$	20.31		6/22/2019
		12,500		12,500	(1)(6)	$	19.04		6/28/2020
		8,500		25,500	(1)(9)	$	13.78		6/22/2021
		10,000		20,000	(1)(13)	$	3.53		4/2/2022
		—		50,000	(1)(12)	$	3.53		4/2/2022
Patrick T. Collins		25,000		50,000	(1)(14)	$	36.82		9/4/2022		27,500	$	2,750		—	$	—

(1)	Represents unvested options that were not “in-the-money” based on the closing price of the Common Stock of $0.10 as of April 27, 2013.

(2)	There were no remaining unearned NSU awards that were not vested at fiscal year-end.

(3)

Because the Company’s three-year Adjusted Earnings Per Share (“EPS”) for the fiscal 2009-2011 performance period was less than the threshold three-year average Adjusted EPS goal for the NSUs granted in fiscal 2009, no shares were earned under that grant. The Company’s Adjusted EPS for fiscal 2010 was between the threshold and target Adjusted EPS goals for the NSUs granted in fiscal 2010. Therefore, a number of shares equal to 88% of the target payout were earned under the fiscal 2010 grant. These shares vested on June 22, 2012 for the recipients employed with the Company through that date. The Company’s Adjusted EPS for fiscal 2011 was less than the threshold Adjusted EPS goal for the NSUs granted in fiscal 2011. Therefore, no shares were earned under the fiscal 2011 grant. No NSUs were granted in fiscal 2012 or fiscal 2013.

(4)	The options granted on June 22, 2009, with an expiration date of June 22, 2019, would have vested in four equal annual installments on June 22, 2010, June 22, 2011, June 22, 2012, and June 22, 2013, respectively.

(5)	The options granted on May 5, 2008, with an expiration date of May 5, 2018, vested in four equal annual installments on May 5, 2009, May 5, 2010, May 5, 2011, and May 5, 2012, respectively.

(6)	The options granted on June 28, 2010, with an expiration date of June 28, 2020, would have vested in four equal annual installments on June 28, 2011, June 28, 2012, June 28, 2013, and June 28, 2014, respectively.

(7)	Restricted shares awarded on June 28, 2010 would have vested 30% on June 28, 2013, an additional 30% on June 28, 2014 and the final 40% on June 28, 2015.

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(8)

Restricted shares awarded to Mr. Lavelle as of January 12, 2012 would have vested 33% on the first anniversary following his purchase of $400,000 of Common Stock; 33% on the second anniversary of such purchase and 34% on the third anniversary of such purchase. Restricted shares awarded to Mr. Vander Ploeg as of April 2, 2012 would have vested 33% on the first anniversary of the award date, 33% on the second anniversary and 34% on the third anniversary.

(9)	The options granted on June 22, 2011, with an expiration date of June 22, 2021, would have vested in four equal annual installments on June 22, 2012, June 22, 2013, June 22, 2014 and June 22, 2015, respectively.

(10)	Stock options awarded to Mr. Lavelle as of January 12, 2012 would have vested 33% on the first anniversary following his purchase of $400,000 of Common Stock; 33% on the second anniversary of such purchase and 34% on the third anniversary of such purchase.

(11)

Stock options awarded to Mr. Lavelle as of January 12, 2012 would have vested 25% upon the achievement of an average stock price of $5, $10, $15 and $20, respectively. Regardless of the stock price targets for vesting purposes, no options were exercisable in the first year of employment, 33% would have become exercisable on each of the first three anniversaries of Mr. Lavelle’s date of hire.

(12)

Stock options awarded to Mr. Vander Ploeg on April 2, 2012 would have vested 50% each upon the achievement of an average stock price of $5 and $10, respectively. Regardless of the stock price targets for vesting purposes, no options were exercisable prior to the first anniversary of the grant date, then 33% become exercisable after each of the first three anniversary dates of their respective hire dates. However, Mr. Vander Ploeg would could not have exercised any of these stock options prior to his purchase of $75,000 of Common Stock.

(13)	Stock options awarded to Mr. Vander Ploeg on April 2, 2012 would have vested 33% on each of the first three anniversary dates of the grant date.

(14)

Mr. Collins was awarded two stock options on September 6, 2012, each with an expiration date of September 4, 2022. The option to purchase 30,000 shares would have become exercisable on each of the first, second, third and fourth anniversaries of the grant date, and, following his purchase of $115,000 of Common Stock, the option to purchase 75,000 shares would have vested 25% upon the achievement of an average stock price of $5, $10, $15 and $20, respectively; provided, however, that the option could not be exercised with respect to more than one-third of the underlying shares on each of the first three anniversaries of the date of grant.

Option Exercises. There were no options to acquire Common Stock exercised during fiscal 2013 by the Named Executive Officers.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Potential Payments upon Termination by the Company

Under the employment agreement in effect for Mr. Lavelle as of January 12, 2012, upon termination of his employment without cause, Mr. Lavelle was eligible for a severance payment of 12 months of base salary as further quantified in the table below. In addition, Mr. Lavelle and his family would have continued to be covered under all health insurance coverage of the Company for a 12-month period at the then-effective cost sharing arrangement between Mr. Lavelle and the Company.

Pursuant to the terms of the Transition Agreement with Mr. Lavelle, the Company has agreed to make certain payments to Mr. Lavelle following the Separation Date, subject to Mr. Lavelle’s execution of a waiver and release of claims on the Separation Date in favor of the Company and subject to Mr. Lavelle’s compliance with certain continuing restrictive covenants in his employment agreement. In particular, the Company has agreed (i) to pay Mr. Lavelle’s base salary for a period of six months following the Separation Date, (ii) to reimburse Mr. Lavelle for that portion of premiums paid by Mr. Lavelle to obtain continuation health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (also known as COBRA) equal to the Company’s subsidy for health coverage for active employees with family coverage for a period of six months following the Separation Date, (iii) to reimburse Mr. Lavelle’s reasonable legal fees, up to $15,000, incurred in connection with the preparation, negotiation and execution of the Transition Agreement, and (iv) in the event the Company requests that Mr. Lavelle provide consulting services to the Company following the Separation Date, to pay certain fees for such consulting services to the extent Mr. Lavelle’s consulting services require more than ten hours in any month.

Upon termination without cause, Mr. Vander Ploeg and Mr. Collins are eligible for a severance payment of 12 months of base salary as further quantified in the table below.

No payments are required to any Named Executive Officer upon termination for cause (in each case, as defined in the applicable agreement).

Potential Payments upon Retirement, Death or Disability

Executive officers are not eligible for any additional benefits upon retirement.

Potential Payments upon a Change of Control

Upon a change of control, Mr. Lavelle is eligible for a severance payment of 24 months of base salary as further quantified in the table below, only in the event Mr. Lavelle is terminated without cause within a two year period following a change of control. In addition, for a period of 24 months following a termination without cause following a change of control, Mr. Lavelle and his family will continue to be covered under all health insurance coverage of the Company at the then-effective cost sharing arrangement between Mr. Lavelle and the Company.

No other Named Executive Officers are entitled to salary continuation benefits upon a change of control. Any unvested equity awards granted to employees and non-employee directors would have vested upon a change of control.

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The table below reflects the amounts that would have been payable to each of the Named Executive Officers of the Company had such person terminated his or her employment effective as of April 27, 2013. The actual amounts payable can only be determined at the time of an individual’s separation from the Company.

Potential Payments Upon Termination or Change of Control


Name and Benefit	Voluntary Termination		Retirement		Involuntary Not For Cause Termination		For Cause Termination		Change-in- Control(1)		Disability		Death
Michael Lavelle
Base Salary	$	—	$	—	$	625,000	$	—	$	1,250,000	$	—	$	—
Equity Award Vesting acceleration(2)	$	—	$	—	$	—	$	—	$	7,500	$	—	$	—

David Vander Ploeg
Base Salary	$	—	$	—	$	375,000	$	—	$	—	$	—	$	—
Equity Award Vesting acceleration(2)	$	—	$	—	$	—	$	—	$	4,200	$	—	$	—

(1)

Upon a change of control, Mr. Lavelle has the right to terminate his employment and is eligible for salary continuation through the remaining term of his employment contract. No other Named Executive Officers are entitled to salary continuation benefits upon a change of control. Any unvested equity awards granted to employees and non-employee directors would have vested upon a change of control, except with respect to the stock options awarded to Mr. Lavelle that were subject to minimum share price vesting requirements, the vesting of which would be accelerated only if and to the extent the consideration per share for the Company’s common stock in a change of control were to exceed specified values.

(2)	The amounts shown reflect the accelerated vesting of unvested NSUs and restricted stock.

NON-EMPLOYEE DIRECTOR COMPENSATION

During fiscal 2013, the Compensation Committee Charter provided for the Committee to review the level and composition of compensation provided to non-employee members of the Board of Directors on a periodic basis, and to approve any changes. Such approval was required to be ratified by a majority of independent members of the Board of Directors.

The compensation program for non-employee directors was designed to both provide fair compensation for work required of directors of a company the size and complexity of School Specialty, Inc. and align the interests of directors with those of the Company’s shareholders. Non-employee directors were compensated with a combination of both cash and equity-based compensation. The Committee’s target for the equity component of the annual director compensation was at least 50 percent of the total annual director compensation.

In fiscal 2013, non-employee directors were paid an annual retainer of $50,000 plus $1,000 for each additional special meeting and committee meeting attended and are reimbursed for all out-of-pocket expenses related to their service as directors. The non-executive chairman was paid an additional annual retainer of $50,000, and the Audit, Compensation, and Nominating and Governance Committee chairpersons were paid additional annual retainers of $10,000, $5,000 and $5,000, respectively

Non-employee directors were granted options under the Company’s stock incentive plans to purchase 15,000 shares of Common Stock upon their initial election as members of the Board of Directors. During the June meeting of the Board of Directors each year, each non-employee director was awarded an annual grant under the Company’s equity incentive plans which historically approximated at least $65,000 in value. This

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target amount of equity-based compensation was based on the Committee’s estimate of the average annual cash compensation earned by the Company’s directors, thus targeting a total compensation objective of approximately equal cash and equity components.

The Committee had targeted approximately one-half the value of this annual equity-based compensation to be granted in the form of stock options, and approximately one-half the value of this equity-based compensation to be granted in the form of NSUs. Stock options were granted at an exercise price equal to the fair market value on the date of grant and have three year, variable vesting schedules (20% after year one, 50% cumulative after year two, and 100% cumulative after year three). The NSUs were fully earned and vested after the one-year anniversary of the date of grant.


Name	Fees Earned or Paid in Cash ($)		Option Awards ($)(1)		Stock Awards ($) (1)(2)		Total ($)
Terry L. Lay	$	95,000	$	24,134	$	18,655	$	137,789
Edward C. Emma	$	41,500	$	24,134	$	18,655	$	84,289
Herbert A. Trucksess, III	$	72,750	$	24,134	$	18,655	$	115,539
Jacqueline F. Woods	$	50,250	$	24,134	$	18,655	$	93,039
Jonathan J. Ledecky	$	48,500	$	24,134	$	18,655	$	91,289
A. Jacqueline Dout	$	54,250	$	24,134	$	18,655	$	97,039
David J. Vander Zanden	$	39,500	$	24,134	$	18,655	$	82,289

(1)

The amounts reflect the dollar value of the compensation cost of options and NSUs granted during fiscal 2013, computed in accordance with FASB ASC Topic 718. The assumptions used in the computation of these amounts are included in Note 15 of the Notes to Consolidated Financial Statements in the Company’s fiscal 2013, 2011 and 2012 Annual Reports on Form 10-K. As of April 27, 2013 each Director had outstanding options to purchase the following number of shares of Common Stock: Terry L. Lay: 67,500; Edward C. Emma: 57,500 Herbert A. Trucksess, III: 57,500; Jacqueline F. Woods: 57,500; Jonathan J. Ledecky: 67,500; A. Jacqueline Dout: 52,500, and David J. Vander Zanden: 608,300.

(2)	In June 2012, each non-employee director received 6,500 NSUs, which would have fully vested as of June 15, 2013.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee during fiscal 2013, had ever been an officer of School Specialty or any of the Company’s subsidiaries, and none of the Company’s executive officers served on the compensation committee or the board of directors of any company of which any of the Company’s directors is an executive officer.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Outstanding Shares (10)
Michael P. Lavelle (1)		0		*
David N. Vander Ploeg (1)		0		*
Patrick T. Collins (1)		0		*
Justin Lu (1)		0		*
Madhu Satyanarayana (1)		0		*
James R. Henderson (1)		0		*
All executive officers and directors as a group (1)		0		*

Zazove Associates, LLC (2)(3) Zazove Associates, Inc. Gene T. Pretti 1001 Tahoe Blvd. Incline Village, NV 89451		313,598		31.4	%

J. Goldman Master Fund, L.P.(2)(4) Palm Grove House, Box 438 Road Town, Tortola British Virgin Islands J. Goldman & Co., L.P. J. Goldman Capital Management, Inc. Jay G. Goldman 510 Madison Avenue New York, NY 10022		88,698		8.9	%

Steel Excel Inc. (2)(5) 1133 Westchester Avenue, Suite N222 White Plains, NY 10604 Steel Partners Holdings L.P. SPH Group LLC SPH Group Holdings LLC Steel Partners Holdings GP Inc. 590 Madison Avenue, 32 ^nd Floor New York, NY 10022		75,593		7.6	%

Wolverine Flagship Fund Trading Limited (2)(6) Wolverine Asset Management, LLC Wolverine Holdings, L.P. Wolverine Trading Partners, Inc. Christopher L. Gust Robert R. Bellick 175 West Jackson Blvd., Suite 200 Chicago, IL 60604		74,489		7.4	%

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Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Outstanding Shares (10)

Davis Selected Advisers, L.P. (2)(7) Davis Appreciation & Income Fund 2949 East Elvira Road, Suite 101 Tuscon, AZ 85756		71,383		7.1	%

BulwarkBay Investment Group LLC (2)(8) Craig Carlozzi c/o BulwarkBay Investment Group LLC 15 Broad Street, 4th Floor Boston, Massachusetts 02109 Bulwark Bay Credit Opportunities Master Fund Ltd c/o Ogier Fiduciary Services (Cayman) Limited 89 Nexus Way Camana Bay Grand Cayman KY1-9007 Cayman Islands		65,226		6.5	%

Scoggin International Fund, Ltd. (2)(9) Scoggin Worldwide Fund, Ltd. c/o Mourant Cayman Nominees, Ltd. Third Floor, Harbour Centre P.O. Box 1348 Grand Cayman Ky1-1108, Cayman Islands Scoggin Capital Management II LLC Scoggin LLC Old Bellows Partners LP Old Bell Associates LLC A. Dev Chodry Craig Effron Curtis Schenker 660 Madison Avenue New York, New York 10065		59,987		6.0	%

*	Less than 1% of the outstanding common stock.

(1)	On the Effective Date, all outstanding equity interests of the pre-reorganization Company, including all stock options and other equity interests, outstanding prior to the Effective Date were canceled.

(2)	On the Effective Date, the Company reincorporated in Delaware and issued a total of 1,000,004 shares of common stock of the reorganized Company to holders of certain allowed claims against the Debtors in exchange for such claims.

(3)	The parties have filed a Schedule 13D with the SEC reporting that as of June 11, 2013, they beneficially owned and had sole voting and dispositive power over 313,598 shares of common stock.

(4)

The parties have filed a Schedule 13D with the SEC reporting that as of June 11, 2013, the parties beneficially owned 88,698 shares of common stock, of which 1,828 shares (the “Managed Shares”) were held in an account managed by Old Bellows Partners LP (“Old Bellows”), an affiliate of Scoggin LLC. As of June 11, 2013, the parties had sole voting and dispositive power over 86,870 shares and shared voting and dispositive power over the Managed Shares with Old Bellows. According to the filing, J. Goldman & Co., L.P. (“JGC”) serves as a portfolio management company and investment adviser to J. Goldman Master Fund, L.P. (“Master Fund”), J. Goldman Capital Management, Inc. (“JGCM”) serves as the general partner of JGC and Jay G. Goldman serves as the President of JGC and sole director of JGCM. As a result of such relationships, each of JGC, JGCM and Mr. Goldman may be deemed to beneficially own the shares of common stock owned by Master Fund.

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(5)

The parties have filed a Schedule 13D with the SEC reporting that as of June 11, 2013, the parties had shared voting and dispositive power over 75,593 shares of common stock. SPH Group Holdings LLC (“SPHG Holdings”) owns 51% of the outstanding shares of common stock of Steel Excel Inc.; Steel Partners Holdings L.P. (“Steel Holdings”) owns 99% of the membership interests of SPH Group LLC (“SPHG”); SPHG is the sole member of SPHG Holdings and the manager of SPHG Holdings; Steel Partners Holdings GP Inc. (“Steel Holdings GP”) is the general partner of Steel Holdings. Accordingly, each of SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP may be deemed to beneficially own shares of common stock directly owned by Steel Excel Inc.; however, each of SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP disclaims beneficial ownership of the 75,593 shares except to the extent of their pecuniary interest therein.

(6)

The parties filed a Schedule 13G with the SEC on June 21, 2013. According to the report, as of June 11, 2013, Wolverine Flagship Fund Trading Limited (the “Fund”) beneficially owned 74,489 shares of common stock and all of the parties share voting and dispositive power over the shares. Wolverine Asset Management, LLC (“WAM”) is the investment manager of the Fund; Wolverine Holdings, L.P. (“Wolverine Holdings”) is the sole member and manager of WAM; Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. (“WTP”). Each of Mr. Bellick, Mr. Gust, WTP, Wolverine Holdings and WAM disclaims beneficial ownership of the shares.

(7)

The parties have filed a Schedule 13G with the SEC reporting that as of June 28, 2013, Davis Selected Advisers, L.P. (“Davis Advisers”) had sole voting and dispositive power over 71,383 shares of common stock and Davis Appreciation & Income Fund had shared voting and dispositive power over 69,205 shares of common stock. Davis Advisers is a registered investment adviser. According to the filing, all of the securities covered by the report are owned by Davis Advisers investment advisory clients and Davis Advisers disclaims beneficial ownership of such securities.

(8)	The parties filed a Schedule 13G with the SEC reporting that as of June 11, 2013, the parties beneficially owned and had shared voting and dispositive power over 65,226 shares of common stock.

(9)

The parties filed a Schedule 13G with the SEC reporting that as of June 11, 2013, Craig Effron and Curtis Schenker beneficially owned and had shared voting and dispositive power over 59,987 shares of common stock; Scoggin LLC beneficially owned 59,987 shares of common stock of which it had sole voting and dispositive power over 39,817 shares and shared voting and dispositive power over 20,170 shares; Scoggin International Fund, Ltd. beneficially owned and had sole voting and dispositive power over 21,124 shares of common stock; A. Dev Chodry, Old Bellows Partners LP and Old Bell Associates LLC each beneficially owned and had shared voting and dispositive power over 20,170 shares of common stock; Scoggin Capital Management II LLC beneficially owned and had sole voting and dispositive power over 18,693 shares of common stock; Scoggin Worldwide Fund, Ltd. beneficially owned and had sole voting and dispositive power over 18,342.

(10)	Based on 1,000,004 shares of common stock outstanding as of June 11, 2013.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information as of April 27, 2013 regarding shares of our common stock outstanding and available for issuance under our equity compensation plans – the Amended and Restated School Specialty, Inc. 1998 Stock Incentive Plan (the “1998 Plan”), the 2002 Stock Incentive Plan (the “2002 Plan”) and the 2008 Equity Incentive Plan (the “2008 Plan” and together with the 1998 Plan and the 2008 Plan, the “Equity Plans”).

Pursuant to the Reorganization Plan, on the Effective Date, all of the Equity Plans and related agreements evidencing awards granted under the Equity Plans were terminated.

Prior to its termination, under the 2008 Plan, we were permitted to grant stock options and other awards from time to time to employees, consultants, advisors and independent contractors of School Specialty and its subsidiaries, as well as non-employee directors and officers of School Specialty. No additional options were permitted to be granted under the 1998 Plan since its expiration on June 8, 2008, or under the 2002 Plan, since its expiration on June 11, 2012. The 1998 Plan was approved by the Company’s shareholders on August 29, 2000 and the 2002 Plan was approved by the shareholders on August 27, 2002. An amended and restated version of the

116

2002 Plan was approved by the shareholders on August 29, 2007. The 2008 Plan was approved by the shareholders on August 19, 2008.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (3)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (4)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)

Equity compensation plans approved by security holders (1)		2,340,325	$	20.93		573,075

Equity compensation plans not approved by security holders (2)		255,000	$	3.10		0

Total		2,595,325	$	19.18		573,075

(1)

The aggregate number of shares of common stock authorized for issuance under the 2008 Plan was 2,000,000 shares, which were permitted to be treasury shares or authorized but unissued shares of common stock, or a combination of the two, and up to 1,500,000 of which were permitted to be granted in the form of incentive stock options. No individual was allowed receive options or stock appreciation rights for more than 250,000 shares in the aggregate during any calendar year. Additionally, no individual was allowed to receive non-vested stock units, or “NSUs,” for more than 80,000 shares in the aggregate during any calendar year.

(2)	Amount shown represents shares subject to stock options awarded to Mr. Lavelle, Mr. Hughes and Ms. Pepper-Miller which, due to limitations under the 2008 Plan, were made as inducement grants.

(3)	Amounts shown include 12,848 shares subject to NSUs awarded to executive officers, and 14,100 shares subject to NSUs granted to directors.

(4)	Prices shown do not include shares subject to unvested NSUs.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

The Company’s Audit Committee Charter provides that the responsibilities of the Audit Committee include a review and approval of all related party transactions with directors, executive officers, persons that are beneficial owners of more than 5% of the Company’s common stock (“5% Holders”), members of their family and persons or entities affiliated with any of them. While the Audit Committee Charter does not provide specific procedures as to the review of related party transactions, the Audit Committee requires management to present to it at each quarterly meeting the details of any such transactions, and any such transactions are subject to review and evaluation by the Audit Committee based on the specific facts and circumstances of each transaction.

Each of the transactions described below occurred in connection with the Company’s Chapter 11 bankruptcy proceedings and were approved by the Company’s Board of Directors or were in accordance with the Reorganization Plan.

AD Hoc DIP Agreement

As discussed above under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, on February 27, 2013, the Company entered into the Ad Hoc DIP Agreement by and among the Company, certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent and the lenders party thereto, which included certain of the 5% Holders and their affiliates. The Ad Hoc DIP Facility provided for a revolving credit facility of up to $155 million. As discussed above, on the Effective Date, in accordance with the Reorganization Plan, the Ad Hoc DIP Agreement was terminated. Each

117

lender under the Ad Hoc DIP Agreement, including each of the 5% Holders and certain of their affiliates, received its pro rata share of the 65% of the shares of common stock of the reorganized Company that were distributed to the DIP lenders as of the Effective Date.

Convertible Subordinated Debentures

As discussed above, on the Effective Date, in accordance with the Reorganization Plan, the 2011 Debentures were canceled and the indenture under which the 2011 Debentures were issued was terminated. Each holder of the 2011 Debentures, including each of the 5% Holders and certain of their affiliates, received its pro rata share of the 35% of the shares of common stock of the reorganized Company allocated for such purpose.

New Term Loan Credit Agreement

As discussed under above under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, on June 11, 2013, the Company entered into the New Term Loan Credit Agreement by and among the Company, Credit Suisse AG, as Administrative Agent and Collateral Agent, and the lenders party thereto.

Under the New Term Loan Credit Agreement, the lenders agreed to make a term loan to the Company in aggregate principal amount of $145 million. The table below summarizes the commitment amount under the New Term Loan Credit Agreement of each of the 5% Holders and their affiliates that were parties thereto.


Lender	Commitment Amount
Zazove Aggressive Growth Fund, L.P.	$	2,700,000
Zazbond Master LLC		550,000
Zazove Convertible Securities Fund, Inc.		1,450,000
Zazove High Yield Convertible Securities Fund, L.P.		675,000
Steel Excel Inc.		10,000,000
Bulwarkbay Credit Opportunities		5,000,000

Director Independence

It was determined by the Board of Directors that as of August 1, 2013, Messrs. Satyanarayana and Lu were considered “independent” under the listing standards of NASDAQ without regard to the heightened independence standards for audit committee members with respect to Mr. Lu. Messrs. Henderson and Lavelle were determined not be independent and are considered inside directors.

Item 14.

Principal Accountant Fees and Services .

Fees Paid to Independent Auditors

The following table presents fees for audit services rendered by Deloitte & Touche LLP for the audit of the Company’s annual consolidated financial statements for the fiscal years 2013 and 2012, and fees billed by Deloitte & Touche for other services rendered during the same periods.


Type of Fees	Fiscal 2013		Fiscal 2012
Audit Fees	$	900,000	$	789,246
Audit-Related Fees		15,157		30,500
Tax Fees		184,620		373,723
All Other Fees		0		0

Total	$	1,099,777	$	1,193,469

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In the above table, “audit fees” are fees the Company paid Deloitte for professional services for the audit of the Company’s consolidated financial statements included in its annual report on Form 10-K and the review of financial statements included in its quarterly reports on Form 10-Q, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements. Services related to School Specialty’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002 are included in audit fees for fiscal 2012. “Audit-related fees” are fees billed by Deloitte for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. Audit-related services for fiscal 2013 included work related to the Company’s response to a SEC comment letter. “Tax fees” are fees for tax compliance, tax advice and tax planning. Tax-related services for fiscal 2013 and fiscal 2012 included tax return preparation and consulting.

The Audit Committee pre-approves all audit and non-audit work, including tax compliance and tax consulting, performed by Deloitte. However, the Audit Committee has delegated the approval of one category of non-audit services, post-closing accounting services related to School Specialty’s future acquisitions and dispositions, to the Chairman in the event it is not administratively expedient for the full Audit Committee to approve and authorize such services. In such case, the Chairman is required to make a report to the full Audit Committee at its next meeting. All audit and non-audit services provided by Deloitte during fiscal 2013 were pre-approved by the Audit Committee.

In performing all of the functions described above, the Audit Committee acts only in an oversight capacity. The Audit Committee does not complete its reviews of the matters described above prior to the Company’s public announcements of financial results and, necessarily, in its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for the Company’s financial statements and reports and internal control over financial reporting, and of the independent auditors, who, in their report, express an opinion on the conformity of the Company’s annual financial statements to accounting principles generally accepted in the United States.

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PART IV

Item 15.

Exhibits and Financial Statement Schedules

(a)(1)

Financial Statements (See Part II, Item 8) .

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of April 27, 2013 and April 28, 2012

Consolidated Statements of Operations for the fiscal years ended April 27, 2013, April 28, 2012 and April 30, 2011

Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended April 27, 2013, April 28, 2012 and April 30, 2011

Consolidated Statements of Shareholders’ Equity (Deficit) for the fiscal years ended April 27, 2013, April 28, 2012 and April 30, 2011

Consolidated Statements of Cash Flows for the fiscal years ended April 27, 2013, April 28, 2012 and April 30, 2011

Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedule (See Exhibit 99.1) .

Schedule for the fiscal years ended April 27, 2013, April 28, 2012 and April 30, 2011: Schedule II – Valuation and Qualifying Accounts.

(a)(3) Exhibits .

See (b) below

(b) Exhibits .

See the Exhibit Index, which is incorporated by reference herein

(c) Financial Statements Excluded from Annual Report to Shareholders .

Not applicable

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 7, 2013.


SCHOOL SPECIALTY, INC.

By:		/s/ Michael P. Lavelle
		Michael P. Lavelle President and Chief Executive Officer (Principal Executive Officer)

Each person whose signature appears below hereby constitutes and appoints Michael P. Lavelle and David N. Vander Ploeg, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his or her behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and all other documents in connection therewith and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated below.


Name	Title	Date

/s/ Michael P. Lavelle Michael P. Lavelle	President and Chief Executive Officer and Director (Principal Executive Officer)	August 7, 2013

/s/ David N. Vander Ploeg David N. Vander Ploeg	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	August 7, 2013

/s/ James R. Henderson James R. Henderson	Chairman of the Board	August 7, 2013

/s/ Justin Lu Justin Lu	Director	August 7, 2013

/s/ Madhu Satyanarayana Madhu Satyanarayana	Director	August 7, 2013

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INDEX TO EXHIBITS


Exhibit Number		Document Description
2.1		Plan of Merger entered into between School Specialty, Inc. a Wisconsin corporation and SSI Merger Sub Inc., a Delaware corporation, dated as of June 11, 2013, incorporated herein by reference to Exhibit 2.1 to School Specialty, Inc.’s Current Report on Form 8-K filed June 17, 2013.

3.1		Amended and Restated Certificate of Incorporation of School Specialty, Inc., as filed on June 11, 2013, incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to the Registration Statement on Form 8-A of School Specialty, Inc. filed June 11, 2013.

3.2		Bylaws of School Specialty, Inc., dated June 11, 2013, incorporated herein by reference to Exhibit 3.2 to Amendment N o. 1 to the Registration Statement on Form 8-A of School Specialty, Inc. filed June 11, 2013.

10.1*		Employment Agreement dated November 5, 2002, effective September 1, 2002, between David J. Vander Zanden and School Specialty, Inc., incorporated herein by reference to Exhibit 10.1 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended October 26, 2002.

10.2*		Employment agreement dated December 6, 2005 between Steven Korte and School Specialty, Inc., incorporated herein by reference to Exhibit 10.2 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended July 29, 2006.

10.3*		Employment agreement dated April 21, 2008 between David Vander Ploeg and School Specialty, Inc., incorporated herein by reference to Exhibit 10.1 of School Specialty, Inc.’s Current Report on Form 8-K dated April 16, 2008.

10.4*		Amendment to Employment Agreement for David J. Vander Zanden, incorporated herein by reference to Exhibit 10.1 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended January 24, 2009.

10.5*		Amendment to Employment Agreement for David N. Vander Ploeg, incorporated herein by reference to Exhibit 10.3 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended January 24, 2009.

10.6*		Amendment to Employment Agreement for Steven F. Korte, incorporated herein by reference to Exhibit 10.4 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended January 24, 2009.

10.7		Agreement between School Specialty, Inc. and MSD Capital, L.P., dated as of April 11, 2006, incorporated by reference to Exhibit 10.1 of School Specialty’s Current Report on Form 8-K dated April 11, 2006.

10.8*		Employment agreement dated March 15, 2010 between Richmond Y. Holden and School Specialty, Inc., incorporated herein by reference to Exhibit 10.1 of School Specialty, Inc.’s Current Report on Form 8-K dated March 5, 2010.

10.11*		Employment Agreement between School Specialty, Inc. and Michael P. Lavelle dated as of January 12, 2012, incorporated herein by reference to Exhibit 10.1 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended January 28, 2012.

10.12*		Stock Option Agreement (Inducement Option) between School Specialty, Inc. and Michael P. Lavelle dated as of January 12, 2012, incorporated herein by reference to Exhibit 10.2 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended January 28, 2012.

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Exhibit Number		Document Description
10.13*		Stock Option Agreement (Plan Option) between School Specialty, Inc. and Michael P. Lavelle dated as of January 12, 2012, incorporated herein by reference to Exhibit 10.3 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended January 28, 2012.

10.14*		Restricted Stock Agreement between School Specialty, Inc. and Michael P. Lavelle dated as of January 12, 2012, incorporated by reference to School Specialty, Inc.’s Current Report on Form 8-K dated as of January 12, 2012.

10.15*		Separation Agreement dated as of March 29, 2012 between School Specialty, Inc. and Steven F. Korte incorporated herein by reference to Exhibit 99.1 of School Specialty, Inc.’s Current Report on Form 8-K filed April 17, 2012.

10.16*		Separation Agreement dated as of April 4, 2012 between School Specialty, Inc. and Rachel P. McKinney incorporated herein by reference to Exhibit 99.1 of School Specialty, Inc.’s Current Report on Form 8-K filed April 12, 2012.

10.17*		Employment Agreement dated as of April 2, 2012 between School Specialty, Inc. and Gerald T. Hughes, incorporated herein by reference to Exhibit 10.22 of School Specialty, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 28, 2012.

10.18*		Stock Option Agreement (Time-based Inducement Option) between School Specialty, Inc. and Gerald T. Hughes, incorporated herein by reference to Exhibit 10.23 of School Specialty, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 28, 2012.

10.19*		Stock Option Agreement (Performance-based Inducement Option) between School Specialty, Inc. and Gerald T. Hughes, incorporated herein by reference to Exhibit 10.24 of School Specialty, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 28, 2012.

10.20*		Employment Agreement dated as of April 2, 2012 between School Specialty, Inc. and Kathryn Pepper-Miller, incorporated herein by reference to Exhibit 10.25 of School Specialty, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 28, 2012.

10.21*		Stock Option Agreement (Time-based Inducement Option) between School Specialty, Inc. and Kathryn Pepper-Miller, incorporated herein by reference to Exhibit 10.26 of School Specialty, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 28, 2012.

10.22*		Stock Option Agreement (Performance-based Inducement Option) between School Specialty, Inc. and Kathryn Pepper-Miller, incorporated herein by reference to Exhibit 10.27 of School Specialty, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 28, 2012.

10.23*		Form of named-executive officer NSU agreement under the Amended and Restated School Specialty, Inc. 2002 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.28 of School Specialty, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 28, 2012.

10.24		Senior Secured Super Priority Debtor-in-Possession Credit Agreement dated as of January 31, 2013 by and among School Specialty, Inc., certain of its subsidiaries, Bayside Finance, LLC (as Administrative Agent and Collateral Agent), and the lenders party thereto.

10.25		Security and Pledge Agreement among the Grantors set forth therein and Bayside Finance, LLC, dated as of January 31, 2013.

10.26		Asset Purchase Agreement, dated as of January 28, 2013 by and among the Company, certain of its subsidiaries and Bayside School Specialty, LLC.

10.27		Amended and Restated Asset Purchase Agreement dated February 14, 2013 by and among the Company, certain of its subsidiaries and Bayside School Specialty, LLC.

123


Exhibit Number		Document Description
10.28		Debtor-in-Possession Credit Agreement dated as of January 31, 2013 by and among Wells Fargo Capital Finance, LLC, as Administrative Agent, Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner, and GE Capital Markets, Inc., as Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner and Syndication Agent, General Electric Capital Corporation, as Syndication Agent, the lenders party thereto, School Specialty, Inc. and certain of its subsidiaries.

10.29		Guaranty and Security Agreement among the Grantors set forth therein and Wells Fargo Capital Finance, LLC, dated as of January 31, 2013.

10.30		Amendment No. 1 to Debtor-in-Possession Credit Agreement dated as of February 27, 2013 by and among Wells Fargo Capital Finance, LLC, as Administrative Agent, Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner, and GE Capital Markets, Inc., as Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner and Syndication Agent, General Electric Capital Corporation, as Syndication Agent, the lenders party thereto, School Specialty, Inc. and certain of its subsidiaries, incorporated herein by reference to Exhibit 10.4 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended January 26, 2013.

10.31		Amendment No. 2 to Debtor-in-Possession Credit Agreement dated as of April 12, 2013 by and among Wells Fargo Capital Finance, LLC, as Administrative Agent, Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner, and GE Capital Markets, Inc., as Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner and Syndication Agent, General Electric Capital Corporation, as Syndication Agent, the lenders party thereto, School Specialty, Inc. and certain of its subsidiaries.

10.32		Amendment No. 3 to Debtor-in-Possession Credit Agreement dated as of April 23, 2013 by and among Wells Fargo Capital Finance, LLC, as Administrative Agent, Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner, and GE Capital Markets, Inc., as Co-Collateral Agent, Co-Lead Arranger and Joint Book Runner and Syndication Agent, General Electric Capital Corporation, as Syndication Agent, the lenders party thereto, School Specialty, Inc. and certain of its subsidiaries.

10.33		Offer letter by and between School Specialty, Inc. and Patrick T. Collins, dated August 16, 2012.

10.34		Senior Secured Super Priority Debtor-In-Possession Credit Agreement dated as of February 27, 2013 by and among School Specialty, Inc., certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent, and the lenders party thereto.

10.35		Security and Pledge Agreement dated as of February 27, 2013 by and among School Specialty, Inc., U.S. Bank National Association, et al.

10.36		Amendment No. 1 to Senior Secured Super Priority Debtor-In-Possession Credit Agreement dated as of April 12, 2013 by and among School Specialty, Inc., certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent, and the lenders party thereto.

10.37		Amendment No. 2 to Senior Secured Super Priority Debtor-In-Possession Credit Agreement dated as of May 3, 2013 by and among School Specialty, Inc., certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent, and the lenders party thereto.
10.38		Amendment No. 3 to Senior Secured Super Priority Debtor-In-Possession Credit Agreement dated as of May 21, 2013 by and among School Specialty, Inc., certain of its subsidiaries, U.S. Bank National Association, as Administrative Agent and Collateral Agent, and the lenders party thereto.

10.39		Loan Agreement, dated June 11, 2013, by and among School Specialty, Inc. and certain of its subsidiaries, as borrowers, certain lenders party thereto, and Bank of America, N.A. as agent.

10.40		Credit Agreement, dated June 11, 2013, by and among School Specialty, Inc. and certain of its subsidiaries, as borrowers, certain lenders party thereto, and Credit Suisse AG, as Administrative Agent and Collateral Agent.

124


Exhibit Number		Document Description

10.41		Guarantee and Collateral Agreement dated as of June 11, 2013, among School Specialty, Inc., the guarantors party thereto, and Bank of America, N.A.

10.42		Guarantee and Collateral Agreement dated as of June 11, 2013, among School Specialty, Inc., the guarantors party thereto, and Credit Suisse AG, as Collateral Agent.

10.43		Credit Agreement dated as of May 22, 2012 among School Specialty, Inc. and the guarantors and lenders named therein, incorporated herein by reference to Exhibit 10.1 of School Specialty, Inc.’s Current Report on Form 8-K dated as May 25, 2012.

10.44		Guaranty and Security Agreement dated May 22, 2012 among School Specialty, Inc. and the Grantors set forth therein and Wells Fargo Capital Finance, LLC, incorporated herein by reference to Exhibit 10.2 of School Specialty, Inc.’s Current Report on Form 8-K dated as of May 25, 2012.

10.45		Credit Agreement dated as of May 22, 2012 among School Specialty, Inc. and Bayside Finance, LLC, incorporated by reference to Exhibit 10.3 the Company’s Current Report on Form 8-K dated as of May 25, 2012.

10.46		Security and Pledge Agreement dated as of May 22, 2012 by and among School Specialty, Inc. and Bayside Finance, LLC, incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated as of May 25, 2012.

14.1		School Specialty, Inc. Code of Business Conduct/Ethics dated February 17, 2004, incorporated herein by reference to Exhibit 14.1 of School Specialty, Inc.’s Annual Report on Form 10-K for the period ended April 24, 2004.

21.1		Subsidiaries of School Specialty, Inc.

31.1		Rule13a-14(a)/15d-14(a) Certification, by Chief Executive Officer.

31.2		Rule13a-14(a)/15d-14(a) Certification, by Chief Financial Officer.

32.1		Section 1350 Certification by Chief Executive Officer.

32.2		Section 1350 Certification by Chief Financial Officer.

99.1		Schedule II—Valuation and Qualifying Accounts.

101		The following materials from School Specialty, Inc’s. Annual Report on Form 10-K for the year ended April 27, 2013 are furnished herewith, formatted in XBRL (Extensive Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statement of Operations, (iii) the Consolidated Statement of Comprehensive Income (Loss), (iv) the Consolidated Statements of Shareholders’ Equity (Deficit), (v) the Consolidated Statement of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text.

*	Management contract or compensatory plan or arrangement.

125

Exhibit 10.24

Execution Version

SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION

CREDIT AGREEMENT

Dated as of January 31, 2013

among

SCHOOL SPECIALTY, INC.,

CLASSROOMDIRECT.COM, LLC,

DELTA EDUCATION, LLC,

SPORTIME, LLC,

CHILDCRAFT EDUCATION CORP.,

BIRD-IN-HAND WOODWORKS, INC.,

CALIFONE INTERNATIONAL, INC.,

and

PREMIER AGENDAS, INC.,

as Borrowers,

SELECT AGENDAS, CORP.,

FREY SCIENTIFIC, INC.,

and

SAX ARTS & CRAFTS, INC.,

as Guarantors,

THE LENDERS,

as defined herein,

and

BAYSIDE FINANCE, LLC,

as Administrative Agent and as Collateral Agent

TABLE OF CONTENTS


ARTICLE I DEFINITIONS			2

Section 1.1. Definitions			2
Section 1.2. Payments			33

ARTICLE II CREDIT FACILITIES			33

Section 2.1. Revolving Commitments			33
Section 2.2. Procedures for Revolving Loans			33
Section 2.3. Interest			34
Section 2.4. Setting and Notice of Rates			34
Section 2.5. Repayment of Loans; Representations; Joint and Several Liability			34
Section 2.6. Notes			36
Section 2.7. Fees			36
Section 2.8. Use of Proceeds			36
Section 2.9. Prepayments; Apportionment and Application			36
Section 2.10. Payments			38
Section 2.11. Taxes			41
Section 2.12. Increased Costs; Capital Adequacy; Funding Exceptions			44
Section 2.13. Funding Losses			46
Section 2.14. Right of Lenders to Fund through Other Offices			46
Section 2.15. Discretion of Lenders as to Manner of Funding			47
Section 2.16. Conclusiveness of Statements; Survival of Provisions			47
Section 2.17. Protective Advances			47
Section 2.18. Maximum Interest			47
Section 2.19. Defaulting Lenders			48

ARTICLE III CONDITIONS OF LENDING			48

Section 3.1. Conditions Precedent to the Closing Date			48
Section 3.2. Additional Conditions Precedent to each Loan			51

ARTICLE IV REPRESENTATIONS AND WARRANTIES			52

Section 4.1. Existence and Power; Good Standing; Compliance with Law			52
Section 4.2. Authorization for Borrowings; No Conflict as to Law or Agreements			52
Section 4.3. Legal Agreements			53
Section 4.4. Group Members; Subsidiaries; Equity Interests			53
Section 4.5. Financial Condition; No Adverse Change; No Restricted Payments			53
Section 4.6. Litigation			54
Section 4.7. Margin Regulations			54
Section 4.8. Taxes			54
Section 4.9. Titles and Liens; Letters of Credit			54
Section 4.10. Employee Benefits Plans			55
Section 4.11. Default; Affiliate Transactions; Material Contracts			55
Section 4.12. Environmental Compliance			56


Section 4.13. [Reserved]			57
Section 4.14. Real Estate			57
Section 4.15. Deposit Accounts and Securities Accounts			57
Section 4.16. Labor Relations			58
Section 4.17. Relevant Jurisdictions			58
Section 4.18. Intellectual Property			58
Section 4.19. Ownership			58
Section 4.20. Restrictions on Subsidiaries			59
Section 4.21. Insurance			59
Section 4.22. Schedules			59
Section 4.23. Anti-Terrorism Laws			59
Section 4.24. [Reserved]			59
Section 4.25. Surety Obligations			59
Section 4.26. Brokers			60
Section 4.27. Burdensome Contracts			60
Section 4.28. Not a Regulated Entity			60
Section 4.29. Payables Practices			60
Section 4.30. Criminal Charges			60
Section 4.31. Commodity Hedging			60
Section 4.32. Complete Disclosure			60
Section 4.33. Survival of Representations and Warranties			61
Section 4.34. Reorganization Matters			61

ARTICLE V AFFIRMATIVE COVENANTS			61

Section 5.1. Reporting Requirements			61
Section 5.2. Books and Records; Inspection and Examination; Appraisals			67
Section 5.3. Compliance with Laws			68
Section 5.4. Payment of Taxes and Other Claims; Environmental Compliance Payments			68
Section 5.5. Maintenance of Properties; Material Contracts			69
Section 5.6. Insurance			69
Section 5.7. Preservation of Existence			70
Section 5.8. Subsidiaries			70
Section 5.9. Permits			71
Section 5.10. Lender Group Meetings			71
Section 5.11. Real Estate			71
Section 5.12. Deposit Accounts and Securities Accounts; Cash Management			71
Section 5.13. Inventory Sold on Consignment			72
Section 5.14. Further Assurances			72
Section 5.15. ERISA Compliance			73
Section 5.16. [Reserved]			73
Section 5.17. [Reserved]			73
Section 5.18. Milestones			73
Section 5.19. Chief Restructuring Officer			73


ARTICLE VI NEGATIVE COVENANTS			74

Section 6.1. Liens			74
Section 6.2. Debt; Surety Bonds			74
Section 6.3. Investments			74
Section 6.4. Restricted Payments; Payments on Subordinated Debt and Other Debt			75
Section 6.5. Sale or Transfer of Assets; Suspension of Business Operations			76
Section 6.6. Restrictions on Issuance and Sale of Subsidiary Stock; Agreements Binding on Subsidiaries			77
Section 6.7. Consolidation, Dissolution, Amalgamation and Merger; Fundamental Changes; Asset Acquisitions; Officer Appointments			77
Section 6.8. Restrictions on Nature of Business			77
Section 6.9. Prohibition of Entering into Negative Pledge Arrangements			78
Section 6.10. Accounting			78
Section 6.11. Hazardous Substances			78
Section 6.12. Transactions with Affiliates			78
Section 6.13. No Amendments of Organization Documents, Material Contracts or ABL DIP Credit Documents			79
Section 6.14. No Sale-Leaseback Transactions			80
Section 6.15. Anti-Terrorism Laws			80
Section 6.16. Total Outstanding ABL DIP Amount			80
Section 6.17. [Reserved]			80
Section 6.18. [Reserved]			80
Section 6.19. [Reserved]			80
Section 6.20. [Reserved]			80
Section 6.21. [Reserved]			80
Section 6.22. [Reserved]			80
Section 6.23. Inventory at Bailees			80
Section 6.24. Maximum ABL Outstandings			80
Section 6.25. Proceeds of Term and Revolving Loan Priority Collateral			81
Section 6.26. Select Agendas Legal Opinion			81
Section 6.27. Premier School Agendas Investments			81
Section 6.28. Chapter 11 Claims			81
Section 6.29. Prohibited Use of Proceeds			81
Section 6.30. Amendments to the DIP Order			82
Section 6.31. Variance Test			82

ARTICLE VII EVENTS OF DEFAULT; RIGHTS AND REMEDIES			83

Section 7.1. Events of Default			83
Section 7.2. Rights and Remedies			88

ARTICLE VIII AGREEMENT AMONG LENDERS AND AGENT			89

Section 8.1. Authorization; Powers			89
Section 8.2. Application of Proceeds			91
Section 8.3. Exculpation			92
Section 8.4. Use of the term “Agent”			92
Section 8.5. Reimbursement for Costs and Expenses			92

iii


Section 8.6. Payments Received Directly by Lenders			92
Section 8.7. Indemnification			93
Section 8.8. Agent and Affiliates			93
Section 8.9. Credit Investigation			93
Section 8.10. Defaults			93
Section 8.11. Obligations Several			93
Section 8.12. Sale or Assignment; Addition of Lenders			94
Section 8.13. Participation			95
Section 8.14. Withholding Tax Exemption			96
Section 8.15. Agent’s Counsel			96
Section 8.16. Obligor not a Beneficiary or Party			96
Section 8.17. Administrative Agent and Collateral Agent May Delegate Duties			97
Section 8.18. Collateral Matters			97
Section 8.19. Agency for Perfection			97
Section 8.20. Field Audits and Examinations; Confidentiality; Disclaimers by Lenders			98
Section 8.21. Successor Agent			98

ARTICLE IX GUARANTY			99

Section 9.1. Guaranty			99
Section 9.2. Special Provisions Applicable to Additional Guarantors			102
Section 9.3. Maximum Liability of Obligors			102
Section 9.4. Contribution Rights, Etc.			103

ARTICLE X MISCELLANEOUS			104

Section 10.1. No Waiver; Cumulative Remedies			104
Section 10.2. Amendments, Requested Waivers, Etc.			104
Section 10.3. Notices and Distributions			105
Section 10.4. Agent Expenses			106
Section 10.5. Costs and Expenses; Indemnification			106
Section 10.6. Execution in Counterparts			107
Section 10.7. Governing Law; Jurisdiction; Waiver of Jury Trial; Waiver of Special, Direct, or Consequential Damages			108
Section 10.8. Integration; Inconsistency			108
Section 10.9. Agreement Effectiveness			108
Section 10.10. Advice from Independent Counsel			108
Section 10.11. Binding Effect; No Assignment by Borrower; Third Party Beneficiary			109
Section 10.12. Confidentiality			109
Section 10.13. Severability of Provisions			110
Section 10.14. Senior Debt			110
Section 10.15. Release of Carson-Dellosa Equity			110
Section 10.16. USA Patriot Act			110
Section 10.17. Administrative Borrower as Agent for Borrower			110
Section 10.18. Intercreditor Agreement			110
Section 10.19. Conflict			111

Exhibits and Schedules

Exhibits:


A		Compliance Certificate
B		Variance Report Certificate
C		Guaranty Supplement
D		Notice of Borrowing
E		Security Agreement
F		Intercompany Subordination and Payment Agreement
G		Assignment Certificate
H		Approved Budget

Schedules:

1.1.1		Revolving Commitment
4.1		Permits
4.4 —Part A		Group Members
4.4 — Part B		Outstanding Options
4.4 — Part C		List of Acquisitions and Mergers
4.5		Agreed Restricted Payments
4.6		Litigation
4.8		Taxes
4.9		Letters of Credit
4.10		ERISA Plans
4.11 — Part A		Material Contracts — Agreements with Affiliates
4.11 — Part B		Material Contracts
4.11 — Part C		Material Contracts — Exceptions
4.12		Environmental Compliance
4.14(a) — Part A		Owned Real Property and Leased Real Property
4.14(a) — Part B		Leases affecting Owned Real Property or Leased Real Property
4.14(b) — Part A		Defaults Under Leases Under Which a Borrower is the Tenant or Subtenant
4.14(b) — Part B		Defaults Under Leases Under Which a Borrower is the Landlord or Sublessor
4.14(c)		Inventory/Equipment Location
4.15		Deposit Accounts and Securities Accounts
4.16A		Labor Complaints; Etc.
4.16B		Union Matters
4.17		Relevant Jurisdictions
4.18		Intellectual Property
4.19		Ownership
4.21		Insurance
4.26		Brokers
4.27		Restrictive Agreements
4.30		Criminal Charges
5.12		Acceptable Cash Management System
5.18		Milestones
6.1		Permitted Liens
6.2		Permitted Debt
6.2 — Part A		Non-Affiliated Debt


6.2 — Part B		Affiliated Debt
6.3(c)		Permitted Investments
6.14		Permitted Sale-Leasebacks
10.3		Addresses for Notices

SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION

CREDIT AGREEMENT

This Senior Secured Super Priority Debtor-in-Possession Credit Agreement is dated as of January 31, 2013, and is entered into by and among SCHOOL SPECIALTY, INC., a Wisconsin corporation (“ School Specialty ” or the “ Administrative Borrower ”), each of ClassroomDirect.com, LLC, a Delaware limited liability company, Delta Education, LLC, a Delaware limited liability company, Sportime, LLC, a Delaware limited liability company, Childcraft Education Corp., a New York corporation, Bird-in-Hand Woodworks, Inc. a New Jersey corporation, Califone International, Inc. a Delaware corporation, and Premier Agendas, Inc., a Washington corporation (collectively, the “ Subsidiary Borrowers ” and, together with the Administrative Borrower, the “ Borrowers ”), Select Agendas, Corp., a Nova Scotia unlimited liability company, Frey Scientific, Inc. and Sax Arts & Crafts, Inc., each a Delaware corporation, each as a Guarantor, each Subsidiary of the Administrative Borrower (other than the Subsidiary Borrowers) that becomes a Guarantor hereunder and party hereto from time to time in accordance with Section 5.11 , each of the lenders appearing on the signature pages hereof, together with such other lenders as may from time to time become a party to this Agreement pursuant to the terms and conditions of Article VIII hereof (collectively, the “ Lenders ”), and Bayside Finance, LLC, a Delaware limited liability company (“ Bayside ”), in its separate capacity as administrative agent for itself and all other Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”), and in its separate capacity as collateral agent for itself and all other Lenders (in such capacity, together with its successors and assigns, the “ Collateral Agent ” and, collectively with the Administrative Agent, the “ Agent ”).

RECITALS:

A. The Borrowers and Guarantors (other than Select Agendas, Corp.) have commenced a case under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware, and have retained possession of their respective assets and are authorized under the Bankruptcy Code to continue the operation of their businesses as debtors-in-possession.

B. Prior to the commencement of the Chapter 11 Cases, Prepetition Term Loan Lenders made loans and advances and provided other financial or credit accommodations to Borrowers secured by substantially all assets and properties of such Borrowers and the Guarantors as set forth in the Prepetition Term Loan Documents.

C. The Bankruptcy Court has entered an Interim Order pursuant to which Administrative Agent and Lenders may make post-petition loans and advances, and provide other financial accommodations, to Borrowers secured by substantially all the assets and properties of the Obligors as set forth in the Interim Order or Final Order, as applicable, and this Agreement.

D. The Interim Order or Final Order, as applicable, provides that as a condition to the making of such post-petition loans, advances and other financial accommodations, Borrowers shall execute and deliver this Agreement.

E. Borrowers have requested that Administrative Agent and Lenders make post-petition loans and advances and provide other financial accommodations to Borrowers , and Administrative Agent and Lenders are willing to do so, subject to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions . For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in the preamble have the meanings therein assigned to them;

(b) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(c) The following terms have the meanings given to them in the applicable UCC: “commodity account”, “commodity contract”, “commodity intermediary”, “deposit account”, “entitlement holder”, “entitlement order”, “equipment”, “financial asset”, “general intangible”, “goods”, “instruments”, “investment property”, “money”, “securities account”, “securities intermediary” and “security entitlement”;

(d) titles of articles, sections, clauses, exhibits, schedules and annexes contained in any Loan Document are without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto;

(e) the terms “herein”, “hereof” and similar terms refer to this Agreement as a whole;

(f) in the computation of periods of time from a specified date to a later specified date in any Loan Document, the terms “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”;

(g) in any other case, the term “including” when used in any Loan Document means “including without limitation”;

(h) the term “documents” means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, opinions and reports;

(i) the term “incur” means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly, and the terms “incurrence” and “incurred” and similar derivatives shall have correlative meanings;

(j) all references to a time of day shall refer to such time of day in New York;

(k) references in this Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule to, or Article, Section or clause in, this Agreement;

(l) references in any Loan Document, to (A) any agreement shall include, without limitation, all exhibits, schedules, appendixes and annexes to such agreement and, unless the prior consent of any Secured Party required therefor is not obtained, or such modification or replacement is not permitted under this Agreement, any modification to any term of such agreement and any replacement thereof, (B) any statute shall be to such statute as modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative;

(m) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (except for the term “property”, which shall be interpreted as broadly as possible, including, in any case, cash, securities, other assets, rights under contractual obligations and Permits and any right or interest in any property, the terms “property” and “assets” to have the same meaning);

(n) all accounting terms, unless otherwise specified, shall be deemed to refer to Persons and their Subsidiaries on a consolidated basis in accordance with GAAP; and

(o) [ Reserved ]

“ 2011 Convertible Subordinated Debenture Documents ” means the 2011 Convertible Subordinated Debentures, the 2011 Convertible Subordinated Debenture Indenture and all other documents, instruments and agreements relating thereto, in each case amended, modified and supplemented from time to time in accordance with the provisions of this Agreement.

“ 2011 Convertible Subordinated Debenture Indenture ” means the Indenture dated as of March 1, 2011 between the Administrative Borrower and The Bank of New York Mellon Trust Company, N.A., as amended, modified and supplemented from time to time in accordance with the provisions of this Agreement.

“ 2011 Convertible Subordinated Debentures ” means those 3.75% Convertible Subordinated Debentures of the Administrative Borrower due 2026.

“ ABL DIP Agent ” means, collectively, the administrative agent and the co-collateral agents under the ABL DIP Credit Agreement, or any of them, as the context may require.

“ ABL DIP Credit Agreement ” means the Senior Secured Debtor-In-Possession Credit Facility, dated as of the date hereof, by and among the borrowers and guarantors named therein, Wells Fargo Capital Finance, LLC, as agent, and the lenders party thereto from time to time, as amended from time to time.

“ ABL DIP Credit Agreement Availability ” means, as of any date of determination, the amount that Borrowers are entitled (after taking into account borrowing base limits and other requisite conditions to borrowing) to borrow as additional ABL DIP Credit Loans under Section 2.1 of the ABL DIP Credit Agreement (after giving effect to the then outstanding ABL DIP Credit Obligations, it being understood that the ABL DIP Credit Agreement Availability shall in any event not exceed the excess, if any, of the Stated Borrowing Base then in effect (such Stated Borrowing Base not to exceed $175,000,000 in any event) over the amount of outstanding ABL DIP Credit Obligations), or as additional revolving loans under the applicable provisions of any permitted refinancing thereof in accordance with clause (e) of the definition of “Permitted Debt”; provided , that the borrowing base limits for purposes of such determination (including without limitation all applicable advance rates, eligibility requirements, and specified reserves (including without limitation the Landlord Reserve, if any, for each location for which a satisfactory collateral access agreement has not been obtained)) shall be those set forth in the ABL DIP Credit Agreement as in effect on the date hereof and applied in a manner consistent with the Borrowing Base Certificate delivered to the Administrative Agent as of the date hereof (for the avoidance of doubt, without giving effect, for purposes of calculating the ABL DIP Credit Agreement Availability hereunder, to (i) any revisions of “excluding criteria” (as permitted in the ABL DIP Agent’s Permitted Discretion within the proviso of each definition of Eligible Accounts and Eligible Inventory in the ABL DIP Credit Agreement) that cause ineligible Accounts and ineligible Inventory to be Eligible Accounts or Eligible Inventory or (ii) any reductions in the amounts of Lien Priority Reserves (as defined in the Intercreditor

Agreement (as in effect on the date hereof)) unless in the ABL DIP Agent’s Permitted Discretion (as defined in the ABL DIP Credit Agreement) such reductions reflect the reduction of the amount of the claim secured by the applicable Lien having priority superior to the priority of the Lien in favor of the ABL DIP Agent on the ABL DIP Credit Priority Collateral, on account of which the Lien Priority Reserve was applied).

“ ABL DIP Credit Commitment ” means, with respect to each ABL DIP Credit Lender, the obligation of such ABL DIP Credit Lender to make ABL DIP Credit Loans and participate in the Letters of Credit, as contemplated by and pursuant to the ABL DIP Credit Agreement, or the aggregate amount of such obligation as in effect from time to time, as the context may require.

“ ABL DIP Credit Documents ” means, collectively, (i) the ABL DIP Credit Agreement and (ii) each other Loan Document (as defined therein).

“ ABL DIP Credit Lender ” means all lenders party to the ABL DIP Credit Agreement having Revolving Commitments, or holding outstanding ABL DIP Credit Loans, under the ABL DIP Credit Agreement

“ ABL DIP Credit Loans ” means the ABL DIP Credit Loans made by the lenders under the ABL DIP Credit Agreement to the Borrowers pursuant to the ABL DIP Credit Agreement.

“ ABL DIP Credit Obligations ” means the ABL DIP Credit Loans, all LC Obligations and all other “Obligations” under and as defined in ABL DIP Credit Agreement.

“ ABL DIP Credit Priority Collateral ” means “ABL Priority Collateral” under and as defined in the Intercreditor Agreement.

“ Accelerated Learning Business ” means the Accelerated Learning Business Segments, collectively and taken as a whole.

“ Accelerated Learning Business Segments ” means the collective reference to, and individually any one of, (i) the Delta Business, (ii) Reading Business, (iii) Health Business, and (iv) Planner Business.

“ Acceptable Cash Management System ” has the meaning set forth in Section 5.12 .

“ Account Debtor ” means any Person who is obligated on an Account, chattel paper, or a general intangible.

“ Accounts ” means all “accounts,” as such term is defined in the UCC, now owned or hereafter acquired by any Obligor, including (a) all accounts receivable, other receivables, rentals, book debts and other forms of obligations (other than, except in the case of rentals, forms of obligations evidenced by chattel paper or instruments), (including any such obligations that may be characterized as an account or contract right under the UCC), (b) all of each Obligor’s rights in, to and under all purchase orders or receipts for goods or services, (c) all of each Obligor’s rights to any goods represented by any of the foregoing (including unpaid sellers’ rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), (d) all rights to payment due to any Obligor for property Disposed of, arising out of the use of a credit card or charge card, or for services rendered or to be rendered by such Obligor or in connection with any other transaction (whether or not yet earned by performance on the part of such Obligor), and (e) all collateral security of any kind, now or hereafter in existence, given by any Account Debtor or other Person with respect to any of the foregoing.

“ Additional Mortgaged Property ” has the meaning set forth in Section 5.11 .

“ Adequate Protection Obligations ” shall mean “Adequate Protection Liens” as defined in the Interim Order or the Final Order, as applicable, 507(b) Claims (as defined in the Interim Order or the Final Order, as applicable) and Adequate Protection Payments.

“ Adequate Protection Payments ” has the meaning set forth in the Interim Order or the Final Order, as applicable.

“ Administrative Agent ” has the meaning set forth in the Preamble to this Agreement.

“ Administrative Agent Fee Agreement ” means the Administrative Agent Fee Agreement, dated as of the date hereof, between the Administrative Borrower and, inter alia, the Administrative Agent.

“ Administrative Borrower ” has the meaning set forth in the Preamble to this Agreement.

“ Adjustment Date ” has the meaning set forth in Section 8.12 .

“ Affiliate ” means, with respect to any Person, (a) each Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, twenty percent (20%) or more of a Person, (b) each Person that Controls, is Controlled by or is under common Control with such Person, (c) each of such Person’s, officers, directors, joint venturers and partners and (d) the family members, spouses and lineal descendants of any of the foregoing. “ Control ” (and variations thereof, such as “ Controlled ”) of or with respect to a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise; provided , however , that the term “Affiliate” shall in no event include the Agent or a Lender.

“ Agent ” has the meaning set forth in the Preamble to this Agreement.

“ Agent Expenses ” means (a) all reasonable costs and expenses (including taxes, and insurance premiums) required to be paid by an Obligor under any of the Loan Documents that are paid, advanced, or incurred by the Agent (for the sake of clarity, including both the Administrative Agent and the Collateral Agent, individually or collectively) or its Affiliates, (b) all reasonable fees or charges paid or incurred by the Agent or its Affiliates in connection with the Secured Parties’ transactions with any Obligors, including reasonable fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches and including searches with the applicable jurisdictions’ patent and trademark office and/or copyright office), filing, recording, publication, Appraisals, real estate surveys (including each Survey), real estate title policies and endorsements (including each Mortgage Policy), and environmental audits, and all other reasonable fees and charges associated with any the Mortgages and related matters, (c) all reasonable out-of-pocket costs and expenses incurred by the Agent in the disbursement of funds to any Obligor or Secured Parties (by wire transfer or otherwise), (d) all reasonable out-of-pocket charges paid or incurred by the Agent resulting from the dishonor of checks payable by or to any Obligor, (e) all out-of-pocket costs and expenses paid or incurred by the Agent (including attorney fees) to correct any default or enforce any provision of the Loan Documents, or after the occurrence of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) all reasonable out-of-pocket fees and expenses (including travel, meals, and lodging) of the Agent, its Affiliates and/or its representatives, consultants, advisors or agents related to any inspections, examinations or audits of Obligors or the Collateral, (g) all out-of-pocket costs and expenses of third party claims or any other suit

paid or incurred by the Agent (including attorney fees) in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Secured Parties’ relationship with any Obligor, (h) the Agent’s or its Affiliates’ reasonable costs and expenses (including reasonable attorneys’ and consultants’ fees) incurred in advising, structuring, drafting, negotiating, reviewing, executing, interpreting, administering (including travel, meals, and lodging and reasonable fees, costs and expenses incurred in connection with Intralinks ^® or any other Platform), or syndicating, or modifying any term of or terminating any of, the Loan Documents, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein (including, without limitation, any fees, costs or expenses paid or incurred by the Agent (or its Affiliates) with respect to any third party service providers (including reasonable attorneys, accountants, consultants, and other advisors fees and expenses)), and (i) the Agent’s costs and expenses (including reasonable attorneys, accountants, consultants, and other advisors fees and expenses) incurred in amending, terminating, enforcing (including reasonable attorneys’, accountants’, consultants’, and other agents’ and advisors’ fees and expenses incurred in connection with a “workout,” a “restructuring,” or an insolvency proceeding concerning any Obligor, or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any remedial action concerning the Collateral, or in commencing, defending, conducting, intervening in, or taking any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Group Member, Loan Document, Obligation or Related Transaction (or the response to and preparation for any subpoena or request for document production relating thereto).

“ Agent Firm ” has the meaning set forth in Section 8.15 .

“ Agent’s Liens ” means the Liens granted by Obligors to the Collateral Agent under the Loan Documents.

“ Agreement ” means this Senior Secured Super Priority Debtor-in-Possession Credit Agreement, as it may be modified, supplemented, amended or restated from time to time.

“ Anti-Terrorism Law ” means any statute, treaty, law (including common law), ordinance, regulation, rule, order, opinion, release, injunction, writ, decree or award of any Governmental Authority relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the International Economic Emergency Powers Act, the Trading with the Enemy Act, or any other statute, executive order or other authority administered by the Office of Foreign Assets Control in the United States Department of the Treasury.

“ APA Closing Date ” has the meaning ascribed to the term “Closing Date” in the Asset Purchase Agreement.

“ Applicable Law ” means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise); (b) any judgment, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, guideline or directive; or (d) any franchise, license, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any Governmental Authority, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of such Person, in each case whether or not having the force of law.

“ Applicable Margin ” means, in respect of any date, 14.0% per annum.

“ Applicant ” has the meaning set forth in Section 8.12 .

“ Application Event ” means the occurrence of any Event of Default and the exercise thereupon by the Administrative Agent of any of the remedies described in Section 7.2 .

“ Appraisal ” means any appraisal acceptable to the Administrative Agent of Collateral, delivered to the Administrative Agent in connection herewith.

“ Approved Budget ” means the initial budget (a copy of which is attached as Exhibit H ), approved by the Borrowers and Administrative Agent prior to commencement of the Chapter 11 Cases, projecting operations for the ensuing six-month period and including, without limitation, (i) a thirteen-week cash flow forecast, (ii) a six-month consolidated balance sheet, income statement and statement of cash flows, and (iii) income statements by Business Segment; such thirteen-week cash flow forecast to be updated (in substantially the same format as the prior thirteen-week cash flow forecast) monthly by Borrowers in accordance with Section 5.1(y), submitted to Administrative Agent and, upon acceptance by the Administrative Agent in its sole discretion, the prior Approved Budget, as modified by the updated thirteen-week cash flow forecast shall constitute the then Approved Budget.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Asset Purchase Agreement ” mean the Asset Purchase Agreement, dated as of January 28, 2013, among Bayside School Specialty, LLC, School Specialty, Inc. and the other sellers named therein.

“ Assignee ” means an Applicant to whom all or a portion of the rights of a Lender have been assigned pursuant to and in accordance with Section 8.12 .

“ Assignment ” means the assignment of all or a portion of the rights of a Lender to an Assignee pursuant to and in accordance with Section 8.12 .

“ Assignment Certificate ” has the meaning set forth in Section 8.12 .

“ Availability ” means, with respect to any fiscal week, an amount equal to (i) the amount labeled as “Ending Funded Balance” shown on the accepted thirteen-week cash flow forecast under the Approved Budget for the fiscal week in which a Notice of Borrowing is delivered minus (ii) the principal amount of the Revolving Loan outstanding as of the last day of the prior fiscal week.

“ Available Net Assets ” has the meaning set forth in Section 9.4 .

“ Avoidance Actions ” has the meaning set forth in the Interim Order or the Final Order, as applicable.

“ Bank Product ” means any one or more of the following financial products or accommodations extended to School Specialty or its Subsidiaries: (a) credit cards (including commercial credit cards (including so-called “procurement cards” or “P-cards”)), (b) credit card processing services, (c) debit cards, (d) stored value cards, (e) cash management services, or (f) transactions with respect to Rate Hedging Obligations, Commodity Hedging Obligations, FX and Currency Option Obligations.

“ Bank Product Agreements ” means those agreements entered into from time to time by School Specialty or its Subsidiaries in connection with the obtaining of any Bank Products.

“ Bankruptcy Code ” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. Section 101, et seq.) as now and hereafter in effect, or any applicable successor statute.

“ Bankruptcy Court ” means the United States Bankruptcy Court in the District of Delaware.

“ Base LIBOR Rate ” has the meaning set forth in the definition of “LIBOR Rate”.

“ Bayside ” has the meaning set forth in the Preamble to this Agreement.

“ Bayside Sale ” means a sale pursuant to Section 363 of the Bankruptcy Code of all or substantially all of the assets of the Borrowers to the Agent or one or more affiliates thereof.

“ Bidding Procedures Order ” has the meaning set forth in the Asset Purchase Agreement.

“ Blocked Person ” has the meaning set forth in Section 4.23(b) .

“ Borrowers ” has the meaning set forth in the Preamble to this Agreement.

“ Borrowing Base Certificate ” means a borrowing base certificate of the Administrative Borrower required pursuant to the ABL DIP Credit Agreement, certified on behalf of the Administrative Borrower by its chief financial officer or chief executive officer.

“ Business Day ” means any day other than a Saturday or Sunday on which national banks are required to be open for business in New York, and, in addition, if such day relates to the fixing of a LIBOR Rate, a day on which dealings in U.S. dollar deposits are carried on in the London interbank eurodollar market.

“ Business Segment Financial Statements ” means the consolidated and consolidating monthly, quarterly and annual financial statements, including, in the case of clauses (w), (x) and (y) below, balance sheets, income statements, and statements of capital expenditures, retained earnings and shareholders’ equity, and Product Development Expense, and (in the case of clause (z) below) statements of revenue, gross margin, capital expenditures, and Product Development Expense, in any event in no less a level of detail than the financial statements provided to the Agent prior to the Closing Date, reflecting the performance of (w) the Accelerated Learning Business (accompanied by reconciling information in detail reasonably satisfactory to the Agent for any Reconcilable Inclusions with respect to the Accelerated Learning Business), (x) the Educational Resources Business, (y) each Business Segment on a standalone basis (accompanied, in the case of the Planner Business, by reconciling information in detail reasonably satisfactory to the Agent for any Reconcilable Inclusions with respect to the Planner Business), and (z) each Delta Business Sub-Segment on a standalone basis.

“ Business Segments ” means, collectively, each Accelerated Learning Business Segment and each Educational Resources Business Segment.

“ Capital Adequacy Rule ” has the meaning set forth in Section 2.12(b)(ii) .

“ Capital Adequacy Rule Change ” has the meaning set forth in Section 2.12(b)(iii) .

“ Capital Expenditures ” means, for any period, the aggregate of all expenditures by the Borrowers and the other Obligors during such period that are capital expenditures as determined on a consolidated basis in accordance with GAAP, whether such expenditures are paid in cash or financed.

“ Capitalized Lease Liabilities ” of any Person means all monetary obligations of such Person under any leasing or similar arrangement that, in accordance with GAAP, would be classified as a capitalized lease, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“ Carson-Dellosa Drag-Along Sale ” means a Disposition of the entirety of the Obligors’ Equity Interests in Carson-Dellosa Publishing, LLC pursuant to the exercise by the CJE Members (as defined in the Operating Agreement of Carson-Dellosa Publishing, LLC) of their drag-along rights (under and pursuant to Section 11.6 of the Operating Agreement of Carson-Dellosa Publishing, LLC) so as to require the Obligors to Dispose of such Equity Interests in accordance with the terms of Section 11.6 of the Operating Agreement of Carson-Dellosa Publishing, LLC.

“ Carve-Out ” has the meaning set forth in the Interim Order or the Final Order, as applicable.

“ Cash Dominion Event ” means the occurrence of any of the events of circumstances described in clauses (i) through (iv) of the definition of “Triggering Event” in the Intercreditor Agreement (as in effect on the date hereof).

“ Cash Equivalents ” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 180 days from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States, or any political subdivision of any such state or any public instrumentality thereof maturing within 180 days from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group or Moody’s Investors Service, Inc., (c) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within 180 days from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000, (d) deposit accounts maintained with (i) any bank that satisfies the criteria described in clause (c) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, and (e) repurchase obligations of any commercial bank satisfying the requirements of clause (c) of this definition or recognized securities dealer having combined capital and surplus of not less than $250,000,000, having a term of not more than seven days, with respect to securities satisfying the criteria in clauses (a) or (c) above.

“ Cash Management Account ” means all of the depository and operating accounts of the Borrowers, including those specified on Schedule 4.15 , as it may be hereafter supplemented and amended, all of which accounts shall be subject to a Control Agreement in favor of the Collateral Agent.

“ CERCLA ” means the United States Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.).

“ CFC ” means a controlled foreign corporation (as that term is defined in the IR Code).

“ Change of Control ” means (a) an event or series of events by which:

to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of thirty-five percent (35%) of the Equity Interests of the Administrative Borrower entitled to vote for members of the board of directors or equivalent governing body of the Administrative Borrower on a fully diluted basis (and taking into account all such securities that such person or group has the right acquire pursuant to any option right); or

(ii) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Administrative Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period or whose election or nomination to that board or equivalent governing body was approved by individuals referred to in this clause (i) constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (ii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority vote of the board or equivalent governing body (excluding, in the case of any member of the board of directors other than any member in office on the Closing Date, any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); and

(b) any “Change in Control” or “Fundamental Change” or analogous event to similar effect (as such term, or any analogous term to similar effect or use, is defined in the ABL DIP Credit Documents or in any agreement governing any Debt that is subordinated or junior to the Obligations or any similar term or event thereunder) shall occur.

“ Chapter 11 Cases ” means the Chapter 11 Cases of Borrowers which are being jointly administered under the Bankruptcy Code and are pending in the Bankruptcy Court.

“ Closing Date ” means the first date practicable following the entry of the Interim Order by the Bankruptcy Court expected to be on or prior to January 31, 2013; provided that all of the conditions precedent to the closing of the transactions contemplated hereby are satisfied or waived in accordance with Section 3.1 and Section 3.2 .

“ Closing Fee ” has the meaning set forth in Section 2.10(h) .

“ Code ” means the New York Uniform Commercial Code, as in effect from time to time.

“ Collateral ” means all assets and interests in assets and proceeds and products thereof now owned or hereafter acquired by any Obligor including, without limitation, all capital stock and other ownership interests (except that only 65% of the capital stock of CFCs would be required to be pledged if the pledge of a greater percentage would result in material adverse tax consequences), all promissory notes and the proceeds and products of each of the foregoing and, and, upon the entry of the Final Order, proceeds of all Avoidance Actions.

“ Collateral Agent ” has the meaning set forth in the Preamble to this Agreement.

“ Collateral Access Agreement ” means a waiver, subordination or acknowledgement agreement from (a) any lessor of any real property where any Obligor’s books and records relating to the Collateral are located, or (b) any other Person in possession of, having a Lien upon, or having rights or interests in, any Obligor’s property or assets (including, without limitation, books and records, equipment, and Inventory), in each case, in form and substance reasonably satisfactory to the Administrative Agent.

“ Commitment Fees ” has the meaning set forth in Section 2.10(j) .

“ Commitments ” means the Term Commitments and Revolving Commitments, or any of them.

“ Committees ” means, collectively, the official committee of unsecured creditors and any other committee formed, appointed or approved in any Chapter 11 Case.

“ Commodity Hedging Obligations ” means any and all obligations of the Group Members under (a) any and all agreements, devices or arrangements designed to protect any Group Member from the fluctuations of commodity prices, commodity price cap or collar protection agreements, and commodity forward and future contracts, swaps, options, puts and warrants, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any of the foregoing.

“ Communications ” has the meaning set forth in Section 10.3(b) .

“ Compliance Certificate ” means a certificate in the form of Exhibit A , duly completed and signed by the chief executive officer or the chief financial officer of the Administrative Borrower.

“ Consigned Goods ” has the meaning set forth in Section 5.13 .

“ Constituent Documents ” means, with respect to any Person, collectively and, in each case, together with any modification of any term thereof, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation of such Person, (b) the bylaws, operating agreement or joint venture agreement of such Person, (c) any other constitutive, organizational or governing document of such Person, whether or not equivalent, and (d) any other document setting forth the manner of election or duties of the directors, officers or managing members or comparable managers of such Person or the designation, amount or relative rights, limitations and preferences of any Equity Interests of such Person.

“ Consultant ” has the meaning set forth in Section 7.2 .

“ Contingent Obligation ” means any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“ primary obligations ”) of another obligor (“ primary obligor ”) (excluding the guarantee of operating leases) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligations of such Person to pay a specified purchase price for goods or services, whether or not delivered or accepted (i.e., take-or-pay and similar obligations) or regardless of any other nonperformance by any other party to an agreement (except trade accounts payable arising in the ordinary course of business that are not past due by more than sixty (60) days from the due date); and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth solvency or any other financial condition of the primary obligor, (iv) to advance funds to, or purchase property or services from, any other Person in order to maintain any financial condition of such Person, or (v) otherwise for the purpose of assuring the ability of the primary obligor to perform a primary obligation or to assure or hold harmless the holder of any primary obligation against loss in respect thereof; provided that reimbursement obligations with respect to Permitted Surety Bonds that have not been drawn shall not constitute Contingent Obligations. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

“ Control ” has the meaning set forth in the definition of “Affiliate”.

“ Control Agreement ” means a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Obligor, the Collateral Agent, and the applicable securities intermediary (with respect to a securities account) or bank (with respect to a deposit account, including a Cash Management Account).

“ Control Person ” has the meaning set forth in Section 4.19 .

“ Controlled Group ” means the Administrative Borrower, each of its Subsidiaries and each other Person required to be aggregated with the Administrative Borrower under Section 414(b), (c), (m) or (o) of the IR Code.

“ Copyright Security Agreement ” means a Copyright Security Agreement executed and delivered by an Obligor in favor of the Agent in substantially the form attached to the Security Agreement.

“ Debt ” of any Person means, without duplication:

(a) all indebtedness and other obligations of such Person for borrowed money (including the Loans) whether senior or subordinated;

(b) all obligations of such Person evidenced by bonds, debentures, notes, reimbursement agreements, recourse agreements or other similar instruments;

(c) all obligations of such Person to pay the deferred purchase price of property or services (including, without limitation, accounts payable), except trade accounts payable arising in the ordinary course of business that are not past due by more than sixty (60) days from the due date;

(d) all Capitalized Lease Liabilities and Synthetic Lease Liabilities and Sale/Leaseback Liabilities of such Person;

(e) all obligations or other liabilities of others secured by a Lien on any asset of such Person, whether or not such obligations or other liabilities are assumed by such Person;

(f) all Debt of others guaranteed (or intended to be guaranteed) by such other Person (whether directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse);

(g) any exposure under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the applicable Hedge Agreement were terminated on the date of determination);

(h) reimbursement and other obligations with respect to letters of credit and other documentary credits, bankers acceptances and/or other financial products whether drawn or undrawn, contingent or otherwise (other than reimbursement obligations with respect to Permitted Surety Bonds that have not been drawn);

(i) indebtedness and other obligations attributable to factoring, securitization or analogous transactions;

(j) all contingent or unfunded liabilities under any ERISA Plan, Pension Plan or other employee benefit plan or pension;

(k) Disqualified Equity Interests of such Person; and

(1) all Contingent Obligations of such Person not otherwise described above.

For purposes of this definition, (i) the amount of any Debt represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Debt, and (ii) the amount of any Debt which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable, the fair market value of such assets securing such obligation.

“ Default ” means an event that, with giving of notice or passage of time or both, would constitute an Event of Default.

“ Defaulting Lender ” has the meaning set forth in Section 2.19 .

“ Default Rate ” has the meaning set forth in Section 2.3 .

“ Delta Business ” means the Delta Business Sub-Segments collectively and taken as a whole.

“ Delta Business Sub-Segments ” means the collective reference to, and individually any one of, (i) Delta/FOSS, (ii) Frey Scientific, and (iii) Other Science Products.

“ Delta/FOSS ” means the Delta and Refurbishment marketing units that are a sub-segment of the Delta Business that offers an inquiry-based elementary and middle school science curriculum, including instructional and classroom resources and hands-on investigation materials, the Delta Science Module program, the FOSS (Full Option Science System) program and kit refill materials.

“ Disposition ” means any sale, transfer, lease, licensing, assignment, rental or other disposition of any asset, interest or property. “ Dispose ” has a correlative meaning.

“ Disqualified Equity Interests ” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Debt or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the Maturity Date.

“ DIP Liens ” has the meaning ascribed to it in the Interim Order or the Final Order, as applicable.

“ DIP Order ” means the Interim Order or the Final Order, as applicable under the circumstances.

“ Dollars ” or “ $ ” means United States dollars.

“ Educational Resources Administrator ” means the category within the Educational Resources Segment that offers basic classroom supplies, office products, janitorial and sanitation supplies, school equipment, technology products and paper.

“ Educational Resources Business ” means the Educational Resources Business Segments, collectively and taken as a whole.

“ Educational Resources Business Segments ” means the collective reference to, and individually any one of, (i) Educational Resources Educator, (ii) Educational Resources Administrator, and (iii) Educational Resources Furniture.

“ Educational Resources Educator ” means the category within the Educational Resources Segment that offers supplemental learning materials, teaching resources, upper-grade-level art supplies, early childhood products, physical education equipment and special needs equipment and classroom technology.

“ Educational Resources Furniture ” means the category within the Educational Resources Segment that offers classroom furniture, library furniture, cafeteria furniture, office furniture, fixed furniture such as bleachers and lockers, as well as construction and project management services.

“ Eligible Assignee ” means any Person to whom it is permitted to assign Loans and, if applicable, Commitments pursuant to Section 8.12 .

“ Environmental Laws ” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation of Hazardous Substances and/or the protection of human health, safety, the environment and natural resources, including CERCLA, the SWDA, the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), all regulations promulgated under any of the foregoing, all analogous Requirements of Law and Permits and any environmental transfer of ownership notification or approval statutes, including the Industrial Site Recovery Act (N.J. Stat. Ann. §§ 13:1K-6 et seq.).

“ Environmental Liabilities ” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies) that may be imposed on, incurred by or asserted against any Group Member as a result of, or related to, any claim, suit, action, investigation, proceeding or written demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any environmental condition or with any Release and resulting from the ownership, lease, sublease or other operation or occupation of property by any Group Member, whether on, prior or after the date hereof.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest, but does not include the 2011 Convertible Subordinated Debentures.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

reasonably be expected to result in liability to any Group Member; (c) the application by a Controlled Group member for a waiver from the minimum funding requirements of Section 412 of the IR Code or Section 302 of ERISA or a Controlled Group member is required to provide security under Section 401(a)(29) of the IR Code or Section 307 of ERISA; (d) the occurrence of a Reportable Event with respect to any Pension Plan as to which notice is required to be provided to the PBGC; (e) the withdrawal by a Controlled Group member from a Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” (as such terms are defined in Sections 4203 and 4205 of ERISA, respectively); (f) the involvement of, or occurrence or existence of any event or condition that results in the involvement of, a Multiemployer Plan in any reorganization under Section 4241 of ERISA; (g) the failure, as determined in writing by the Internal Revenue Service or Treasury Department, of an ERISA Plan (and any related trust) that is intended to be qualified under Sections 401 and 501 of the IR Code to be so qualified or the failure, as determined in writing by the Internal Revenue Service or Treasury Department, of any “cash or deferred arrangement” under any such ERISA Plan to meet the requirements of Section 401(k) of the IR Code; (h) the taking by the PBGC of any steps to terminate a Pension Plan (other than steps associated with a standard termination under Title IV of ERISA) or to appoint a trustee to administer a Pension Plan, or the taking by a Controlled Group member of any steps to terminate a Pension Plan; (i) the failure by a Controlled Group member or an ERISA Plan to satisfy any requirement of law applicable to an ERISA Plan if such failure could reasonably be expected to result in material liability to any Group Member; (j) the commencement, existence or threatening of a claim, action, suit, audit or investigation with respect to an ERISA Plan, other than a routine claim for benefits; or (k) any incurrence by a Controlled Group member of any liability for post-retirement benefits under any Welfare Plan, other than as required by Applicable Law, including Section 601 of ERISA, et. seq. or Section 4980B of the IR Code.

“ ERISA Plan ” means an “employee benefit plan” (within the meaning of Section 3(3) of ERISA) that is, or within the six years preceding any date of determination has been, sponsored, maintained or contributed to by a Controlled Group member or with respect to which any Controlled Group may have any liability.

“ Event of Default ” has the meaning set forth in Section 7.1 .

“ Excluded Taxes ” means, with respect to the Administrative Agent and any Lender, (a) income or franchise taxes imposed on (or measured by) its net income (i) by any Governmental Authority or other authority, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of a Lender, in which its applicable lending office is located or (ii) as a result of a present or former connection between such person and the jurisdiction imposing such Tax (other than connections solely arising from such person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned any interest in any Loan or Loan Document), (b) any branch profits taxes imposed (i) by any Governmental Authority or any similar tax imposed by any other jurisdiction in which the Borrower is located or (ii) as a result of a present or former connection between such person and the jurisdiction imposing such Tax (other than connections solely arising from such person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold assigned an interest in any Loan or Loan Document), (c) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), and (d) U.S. backup withholding Tax.

“ Extraordinary Receipts ” means any cash received after the Closing Date by any Group Member not in the ordinary course of business (and not consisting of proceeds from the Disposition of, or any casualty or condemnation with respect to, Inventory, equipment or Real Property) consisting of (a) proceeds of judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action (other than amounts representing the reimbursement of out-of-pocket costs and expenses incurred after the Closing Date with respect to third-party claims and other than collections of Accounts in the ordinary course of business), (b) indemnity payments or purchase price adjustments (other than a working capital adjustment) received in connection with any purchase agreement (other than amounts representing the reimbursement of out-of-pocket costs and expenses incurred after the Closing Date with respect to third-party claims), or (c) tax refunds or rebates (other than commodity tax and research and development refunds and credits).

“ FATCA ” means Sections 1471-1474 of the IR Code in effect as of the date hereof or any amended or successor version and any current or future Treasury regulations issued thereunder.

“ Federal Funds Rate ” means at any time an interest rate per annum equal to the weighted average of the rates for overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day for such transactions received by the Agent from three federal funds brokers of recognized standing selected by it, it being understood that the Federal Funds Rate for any day which is not a Business Day shall be the Federal Funds Rate for the next preceding Business Day.

“ Field Review ” has the meaning set forth in Section 5.2(a) .

“ Final Order ” means, collectively, the order of the Bankruptcy Court entered in the Chapter 11 Cases after a final hearing under Bankruptcy Rule 4001(c)(2) or such other procedures as approved by the Bankruptcy Court which order shall be satisfactory in form and substance to Agent, in its sole discretion, and which order is in effect and not stayed, together with all extensions, modifications and amendments thereto, in form and substance satisfactory to Agent, in its sole discretion, which, among other matters but not by way of limitation, authorizes the Borrowers to obtain credit, incur (or guaranty) Debt, and grant Liens under this Agreement and the other Loan Documents, as the case may be, provides for the super priority of Agent’s, Collateral Agent’s and Lenders’ claims and authorizes the use of cash collateral.

“ Frey Scientific ” means the marketing unit that is a sub-segment of the Delta Business that offers a line of science supplies and equipment for k-12 classrooms and science labs, as well as lab design services and furniture.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ Funding Obligor ” has the meaning set forth in Section 9.4 .

“ Funds Flow Memorandum ” means, with respect to any Revolving Loan proposed to be borrowed under this Agreement on the Closing Date, a listing of Persons to whom the proceeds of the Revolving Loan are to be paid, the amounts to be paid to each such Person, and the account information and wiring instructions for each such Person; such listing to be agreed in writing between the Administrative Borrower and the Agent prior to the date such Revolving Loan is proposed to be made.

“ FX and Currency Option Obligations ” means any and all obligations of the Group Members, whether absolute or contingent and howsoever and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under any and all agreements, devices or arrangements designed to protect any Group Member from variations in the comparative value of currencies, including foreign exchange purchase and future purchase transactions, currency options, currency swaps and cross currency rate swaps.

“ GAAP ” means generally accepted accounting principles as in effect in the United States and applied on a basis consistent with the accounting practices applied in the financial statements of the Group Members referred to in Section 4.5 .

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether provincial, state or local, and any agency, authority, instrumentality, regulatory body, court, commission, board, bureau, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any supra-national bodies such as the European Union or the European Central Bank or other comparable authority or agency, and any arbitration tribunal to which any Obligor is subject.

“ Group Members ” means the Obligors and each of their respective Subsidiaries.

“ Guarantor Obligations ” has the meaning set forth in Section 9.3(a) .

“ Guarantors ” means, collectively, all of the Subsidiaries of the Administrative Borrower as of the date hereof that are not Borrowers, and each additional Subsidiary of the Administrative Borrower that executes and delivers a Guaranty Supplement in favor of the Agent and the Secured Parties either at the time of execution of this Agreement or at any time hereafter pursuant to Section 5.11 , but excludes Premier School Agendas, Ltd. so long as it is a controlled foreign entity that is not disregarded for Tax purposes.

“ Guaranty ” means the guaranty by the Guarantors of the Obligations, as set forth in, and subject to the terms of, Article IX .

“ Guaranty Supplement ” has the meaning set forth in Section 5.8 .

“ Hazardous Substance ” means any asbestos, urea-formaldehyde, polychlorinated biphenyls, nuclear fuel or material, chemical waste, radioactive material, explosives, known carcinogens, petroleum products and by-products and other dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials or substances listed or identified in, or regulated by, any Environmental Laws.

“ Health Business ” means a segment of the Accelerated Learning Business that offers physical education and health solutions under the SPARK brand.

“ Hedge Agreements ” means the collective reference to Rate Hedging Obligations, Commodity Hedging Obligations, FX and Currency Option Obligations and other financial contracts.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitees ” has the meaning set forth in Section 10.5 .

“ Initial Borrowing ” has the meaning set forth in Section 2.2(a).

“ Insolvency Proceeding ” means any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its property; or (c) an assignment or trust mortgage for the benefit of creditors.

“ Intellectual Property ” means all now existing or hereafter acquired Copyrights, Patents, and Trademarks (as such terms are defined in the Security Agreement) of the Obligors.

“ Intellectual Property Security Agreement ” means each Copyright Security Agreement, Patent Security Agreement, and Trademark Security Agreement.

“ Intercompany Debt ” means Debt owing by a Group Member to one or more other Group Members.

“ Intercompany Subordination and Payment Agreement ” means the Intercompany Subordination and Payment Agreement executed by each Obligor and each Non-Obligor in favor of the Agent and the Lenders, in the form of Exhibit F hereto, as the same may be amended, supplemented or restated from time to time.

“ Intercreditor Agreement ” means the Intercreditor Agreement, dated as of the date hereof, executed by Wells Fargo Capital Finance, LLC, in its capacity as administrative agent and co-collateral agent under the ABL DIP Credit Documents, and the Agent.

“ Interest Period ” means each period beginning on the first day, and ending on the last day, of each fiscal month, provided that the initial Interest Period shall commence on the Closing Date and end on the last day of the fiscal month in which the Closing Date occurs.

“ Interim Weekly Cash Flow Estimate ” means a cash flow forecast for the then current fiscal week in substantially the same format as the thirteen-week cash flow forecast in the Approved Budget.

“ Interim Order ” means, collectively, the order of the Bankruptcy Court entered in the Chapter 11 Cases after an interim hearing (assuming satisfaction of the standards prescribed in Section 364 of the Bankruptcy Code and Bankruptcy Rule 4001 and other applicable law), which order is in effect and not stayed, together with all extensions, modifications, and amendments thereto, in form and substance satisfactory to Agent, in its sole discretion, which, among other matters but not by way of limitation, authorizes, on an interim basis, Borrowers to execute and perform under the terms of this Agreement and the other Loan Documents.

“ Inventory ” means any “inventory,” as such term is defined in the UCC, now owned or hereafter acquired by any Obligor, wherever located, including inventory, merchandise, goods and other personal property that are held by or on behalf of any Obligor for sale or lease (or that are being leased and located within a state of the United States) or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, supplies or materials of any kind, nature or description used or consumed or to be used or consumed in such Obligor’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software.

“ IR Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

“ IRS ” means the Internal Revenue Service of the United States.

“ LC Obligations ” means the sum of (a) the aggregate undrawn face amount of all issued and outstanding Letters of Credit and (b) the aggregate amount of all LC Reimbursement Obligations then outstanding.

“ LC Reimbursement Obligation ” means, for any Letter of Credit, the obligation of the Obligors or any of them to the issuer thereof, as and when matured, to pay (with proceeds of a ABL DIP Credit Loan or otherwise) all amounts drawn under such Letter of Credit.

“ Lease ” means a lease, license, concession, occupancy agreement or other agreement (written or oral, now or at any time in effect) which grants to any Person a possessory interest in, or the right to use, all or any part of a parcel of Real Property.

“ Leased Real Property ” means any leasehold interest in Real Property of any Obligor as lessee, sublessee or the like under any Lease.

“ Lender ” and “ Lenders ” have the meanings set forth in the Preamble to this Agreement.

“ Letter of Credit ” means each letter of credit issued pursuant to the ABL DIP Credit Documents.

“ Liabilities ” means all claims, actions, suits, judgments, damages, losses, liability, obligations and any related fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“ LIBOR Rate ” means a rate per annum equal to the greatest of (a) 1.5% per annum, (b) solely upon the occurrence and during the continuance of an Event of Default, the Prime Rate, and (c) the offered rate for deposits in Dollars for a period of three months as determined by the Administrative Agent from the Reuters Screen LIBOR01 Page as of approximately 11:00 a.m., New York, New York time, on the first day of each Interest Period, or if such day is not a Business Day, then on the first Business Day in the applicable fiscal month in which such Interest Period commences (to be applicable for each day in such Interest Period), or the rate for such deposits reasonably determined by the Administrative Agent at such time based on such other published service of general application as shall be selected by the Agent for such purpose; provided , that if the LIBOR Rate is not determinable in the foregoing manner, the Administrative Agent may determine the rate based on rates offered to the Administrative Agent for deposits in Dollars in the interbank eurodollar market at such time for delivery on the first day of the Interest Period for the number of days comprised therein. If the Board of Governors of the Federal Reserve System (or any successor) prescribes a reserve percentage (the “ Reserve Percentage ”) for “Eurocurrency liabilities” (as defined in Regulation D of the Federal Reserve Board, as amended), then the above definition of LIBOR Rate shall be the “ Base LIBOR Rate ”, and “ LIBOR Rate ” shall mean: Base LIBOR Rate divided by (100% minus LIBOR Reserve Percentage). Each determination by the Administrative Agent of the applicable LIBOR Rate shall be conclusive and binding upon the parties hereto, in the absence of demonstrable error.

“ LIBOR Reserve Percentage ” means the Reserve Percentage adjusted by the Administrative Agent for expected changes in such reserve percentage during the applicable Interest Period.

“ Lien ” means any security interest, mortgage, pledge, lien, hypothecation, judgment lien or similar legal process, charge, encumbrance, title retention agreement or analogous instrument or device (including, without limitation, the interest of the lessors in connection with Capitalized Lease Liabilities and the interest of a vendor under any conditional sale or other title retention agreement).

“ Loan Documents ” means this Agreement, the Notes, the DIP Order, the Security Agreement, each Collateral Access Agreement, each Control Agreement, each Mortgage, each Intellectual Property Security Agreement, the Master Intercompany Note, the Intercompany Subordination and Payment Agreement, the Administrative Agent Fee Agreement, the Intercreditor Agreement, and all other loan documents now or hereafter given by any Group Member to the Administrative Agent, the Collateral Agent or the other Secured Parties in connection with the foregoing and/or in connection with the obligations of the Borrowers or the Guarantors under this Agreement.

“ Loans ” means the Revolving Loans.

“ Master Intercompany Note ” means an omnibus promissory note evidencing all Intercompany Debt and pledged to the Collateral Agent, for the benefit of the Secured Parties, to secure the Obligations, all in form and substance satisfactory to the Administrative Agent.

“ Material Adverse Effect ” means, with respect to any event or circumstance, a material adverse effect on:

(a) the business, financial condition, assets, liabilities, performance, operations or results of operations of (i) the Obligors taken as a whole, or (ii) the Accelerated Learning Business taken as a whole except for the filing, commencement and continuation of the Chapter 11 Cases and the events that customarily result from the filing, commencement and continuation of the Chapter 11 Cases (including any litigation resulting therefrom);

(b) any material portion of the Collateral, taken as a whole, or any material portion of the Collateral in or attributable to the Accelerated Learning Business taken as a whole, or in either case the value or saleability thereof, or the Agent’s Liens on the Collateral, or the enforceability, perfection or priority (as required by the Loan Documents) of such Liens;

(d) the validity, enforceability or collectability of the Obligors’ respective obligations under any Loan Document, or the rights and remedies of the Administrative Agent, the Lenders and the other Secured Parties under any Loan Document.

Without limitation of the foregoing, it shall be a Material Adverse Effect if any Person who (x) is the CEO or CFO of the Administrative Borrower or the chief executive officer of the Accelerated Learning Business or the Educational Resources Business (or, in each case, an officer holding an equivalent title to any of the foregoing) or (y) otherwise exercises any direct control or influence over the management or management decisions of any Group Member, in each case, shall (i) be indicted or otherwise formally charged for or convicted of fraud, money laundering, embezzlement or any other felony, whether in the United States or in any foreign country or jurisdiction according to the Applicable Laws of such jurisdiction, or (ii) be or become a Blocked Person.

“ Material Contract ” means (i) each Revolving Credit Document, (ii) the agreements listed as items 1 and 2 in Part B of Schedule 4.11 , and (iii) any contract or other arrangement to which any Group Member is a party (other than the Loan Documents) for which breach, nonperformance, cancellation or failure to renew would be reasonably likely to have a Material Adverse Effect.

“ Maturity Date ” means June 30, 2013.

“ Maximum ABL DIP Credit Amount ” means $175,000,000.

“ Maximum Available Net Assets ” has the meaning set forth in Section 9.4 .

“ MD&A ” means a customary Management Discussion and Analysis relating to financial statements acceptable in scope and form to the Administrative Agent.

“ Milestones ” has the meaning set forth in Section 5.18 .

“ Multiemployer Plan ” means a Pension Plan that is subject to the requirements of Subtitle E of Title IV of ERISA.

“ Net Cash Proceeds ” means, with respect to any Disposition by an Obligor of property or assets, the amount of cash proceeds received (directly or indirectly) from time to time (whether as initial consideration or through the payment of deferred consideration) by or on behalf of an Obligor, in connection therewith after deducting therefrom only (a) the amount of any Debt secured by any Permitted Lien on any asset (other than (i) Debt owing to the Secured Parties under this Agreement or the other Loan Documents and (ii) Debt assumed by the purchaser of such asset) which is required to be, and is, and in the case of Debt under the ABL DIP Credit Documents is permitted by the Intercreditor Agreement to be, repaid in connection with such Disposition (in the case of deductions for repayment of Debt under the ABL DIP Credit Documents, only to the extent of the amount of such proceeds allocated to ABL Priority Collateral (as defined in, and in accordance with the terms of Section 3.5(c) of, the Intercreditor Agreement)), (b) reasonable fees, commissions, and expenses related thereto and required to be paid by an Obligor in connection with such Disposition, and (c) taxes paid or payable to any taxing authorities by an Obligor in connection with such Disposition, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash, actually paid or payable to a Person that is not an Affiliate of an Obligor, and are properly attributable to such transaction.

“ Non-Consenting Lender ” has the meaning set forth in Section 10.2 .

“ Non-Controlled Accounts ” means any deposit account or securities account of an Obligor that is not subject to a Control Agreement.

“ Non-Obligor ” means each Group Member that is not an Obligor.

“ Notes ” means the Revolving Notes and the Term Notes.

“ Notice of Borrowing ” means a notice by the Administrative Borrower to the Administrative Agent in the form of Exhibit D , which includes or specifies (A) the date of such proposed borrowing (which must be a Subsequent Revolving Funding Date), (B) the amount of the borrowing (which must be in an amount not to exceed the Availability or a greater amount agreed to in writing by the Administrative Agent and each Lender in their sole discretion), (C) the Interim Weekly Cash Flow Estimate for the then current fiscal week after giving effect to the funding of the requested Revolving Loan borrowing under this Agreement, which, among other things, must show that there is no ABL DIP Credit Agreement Availability projected to exist as of the end of the then current fiscal week (as reflected on the line item “Excess ABL Availability After Reserves and Minimum Liquidity” on such Interim Weekly Cash Flow Estimate) and the projected amount of the Unrestricted Cash on hand of the Group Members as of the end of the then current fiscal week (as reflected on the line item “Unrestricted Cash Balance” on such Interim Weekly Cash Flow Estimate) shall not exceed $1,000,000 , and (D) a certificate jointly from the chief financial officer and the chief restructuring officer of the Administrative Borrower certifying that, to the knowledge of the certifying officers, no Default or Event of Default has occurred and there is no fact, event or circumstance that could reasonably be expected to cause a Default or Event of Default.

“ Notification ” has the meaning set forth in Section 10.3(c) .

“ Obligations ” means, collectively, all obligations and liabilities of the Borrowers to the Agent, the Lenders and the other Secured Parties under this Agreement and all other Loan Documents, including without limitation obligations to pay principal, interest, fees, premiums, expenses and other amounts of whatever nature, Agent Expenses, and any such obligations that arise after the filing of a petition by or against any Obligor under the Bankruptcy Code (or under any other bankruptcy or insolvency laws), regardless of whether allowed as a claim in the resulting proceeding, even if the obligations do not accrue because of the automatic stay of Section 362 of the Bankruptcy Code (or under any other bankruptcy or insolvency laws) or otherwise.

“ Obligors ” means, collectively, the Borrowers and the Guarantors.

“ Other Science Products ” means the marketing units that are sub-segments of the Delta Business that offer grade 6-12 learning systems that integrate textbooks, equipment and technology under the CPO Science brand, a supplementary science curriculum under the NEO/SCI and SCIS brands, and a math curriculum, supplementary products and manipulatives primarily under the ThinkMath brand.

“ Other Taxes ” has the meaning specified in Section 2.11(b).

“ Owned Real Property ” means any fee interest of any Obligor in Real Property.

“ Participant ” means a Person holding a Participation.

“ Participation ” means a participation in all or a portion of the rights of a Lender, granted pursuant to and in accordance with Section 8.13 .

“ Patent Security Agreement ” means a Patent Security Agreement executed and delivered by an Obligor in favor of the Agent in substantially the form attached to the Security Agreement.

“ Payee ” has the meaning set forth in Section 2.11 .

“P BGC ” means the Pension Benefit Guaranty Corporation and any Person succeeding to any of its principal functions under ERISA.

“ Pension Plan ” means an ERISA Plan that is a “pension plan” (within the meaning of Section 3(2) of ERISA).

“ Percentage ” means, as to any Lender, in reference to Revolving Loans, the amount of such Lender’s Revolving Commitment divided by the Revolving Commitment Amount or, if any such Revolving Commitments have been terminated, the aggregate outstanding principal amount of such Lender’s Revolving Loans divided by the aggregate outstanding principal amount of Revolving Loans of all Lenders.

“ Permit ” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other contractual obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Permitted Debt ” means, provided that the incurrence thereof would not otherwise give rise to a Default under this Agreement:

(a) Prepetition Indebtedness listed in Part A of Schedule 6.2;

(b) Permitted PMM/Capital Lease Debt;

(c) Intercompany Debt permitted under Section 6.3 , evidenced by the Master Intercompany Note and subject to the Intercompany Subordination and Payment Agreement, and in the case of Intercompany Debt existing on the Closing Date, listed in Part B of Schedule 6.2 ;

(d) the Revolving Loans and other Debt outstanding under this Agreement;

(e) ABL DIP Credit Obligations outstanding from time to time under the ABL DIP Credit Agreement, in an aggregate amount not to exceed at any time the Maximum ABL DIP Credit Amount;

(f) Prepetition Term Loan and other Debt outstanding under the Prepetition Term Loan Agreement;

(g) Debt under the Prepetition ABL Credit Documents;

(h) endorsement of instruments or other payment items for deposit;

(i) Debt consisting of unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with dispositions of business units permitted by Section 6.5 ;

(j) [Reserved];

(k) Debt permitted to be incurred in accordance with the DIP Order;

(l) [Reserved];

(m) Debt incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), or cash management services; and

(n) Adequate Protection Obligations.

Notwithstanding the foregoing, Commodity Hedging Obligations shall not in any event be Permitted Debt.

“ Permitted Discretion ” means a determination made in the exercise of reasonable (from the perspective of a secured lender) credit judgment.

“ Permitted Liens ” means:

(a) Liens in existence on the date of this Agreement and listed in Schedule 6.1 ;

(b) Liens for taxes or assessments or other governmental charges to the extent not required to be paid by Section 5.4 ;

(c) materialmen’s, warehousemen’s, merchants’, carriers’, worker’s, repairer’s, or other like Liens arising by operation of law in the ordinary course of business to the extent the obligations secured thereby are (i) not required to be paid by Section 5.4 and (ii) in an aggregate amount not to exceed $8,000,000 at any time outstanding;

(d) pledges or deposits to secure obligations under worker’s compensation laws, unemployment insurance and social security laws, or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, in the ordinary course of business and consistent with past practices, in an aggregate amount for such bids, tenders, contracts and true leases not to exceed $500,000 at any time outstanding, or to secure statutory obligations incurred in the ordinary course of business and consistent with past practices in an aggregate amount for such statutory obligations not to exceed $500,000 at any time outstanding, or to secure indemnity or other similar obligations incurred in the ordinary course of business and consistent with past practices in an amount not to exceed $500,000 at any time outstanding, provided that the aggregate amount of all Liens permitted under this clause (d) shall not exceed $1,000,000;

(e) Permitted Real Estate Encumbrances;

(f) Liens created under the (i) Loan Documents and (ii) the Prepetition Term Loan Documents;

(g) Liens created under the (i) ABL DIP Credit Documents securing the ABL DIP Credit Obligations and that are subject to the Intercreditor Agreement and (ii) Prepetition ABL Credit Documents securing obligations in respect thereof and that are subject to the Prepetition Intercreditor Agreement;

(h) judgment Liens provided that such judgment Lien has not given rise to an Event of Default;

(i) the interests of lessors under operating leases and non-exclusive licensors under license agreements;

(j) Liens securing Permitted PMM/Capital Lease Debt so long as (i) such Lien attaches only to the asset purchased or acquired in connection with the incurrence thereof, and the proceeds therefrom, and (ii) such Lien only secures the Debt that was incurred to acquire the asset purchased or acquired;

(k) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business and in existence on the Petition Date;

(l) rights of setoff or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such Deposit Accounts that are subject to Control Agreements in the ordinary course of business;

(m) [Reserved];

(n) [Reserved];

(o) Liens in favor of customs and revenue authorities arising on or prior to the Petition Date as a matter of law to secure payment of customs duties not yet delinquent in connection with the importation of goods; and

(p) Adequate Protection Obligations.

“ Permitted PMM/Capital Lease Debt ” means Capitalized Lease Liabilities and purchase money Debt with respect to fixed assets (i) outstanding on the Closing Date and set forth on Schedule 6.2 hereof and described as such on such Schedule and (ii) incurred after the Closing Date in an aggregate principal amount for all such Capitalized Lease Liabilities and purchase money Debt not to exceed $500,000 outstanding at any time, provided that such Capitalized Lease Liabilities and purchase money Debt are entered into in connection with, and at the time of or no later than 20 days after, the acquisition by the Borrowers of equipment useful and used in the ordinary course of the Borrowers’ business and the principal amount of such Capitalized Lease Liabilities and purchase money Debt when incurred does not exceed the purchase price of the property financed, and no such Capitalized Lease Liabilities and purchase money Debt shall be refinanced for a principal amount in excess of the principal amount refinanced.

“ Permitted Real Estate Encumbrances ” means, in the case of any Real Property, (a) any “Permitted Encumbrances” (as defined in the Mortgage relating to such Real Property) approved by the Agent, (b) Liens on such Real Property of the nature referred to in clauses (b), (f), (g) and (h) of the definition of Permitted Liens, and (c) easements (including without limitation reciprocal easement agreements), rights-of-way, restrictions, municipal, building and zoning ordinances and other similar encumbrances or other irregularities affecting such Real Property, that do not secure any Debt, and which were incurred in the ordinary course of business and (i) are described in the title insurance policy with respect to such Real Property delivered to the Administrative Agent prior to the date hereof, or (ii) in the opinion of the Administrative Agent, are not substantial in amount and do not in any case materially impair the use of such property in the operation of the business of any Group Member or impair the value of such Real Property.

“ Permitted Senior Liens ” means Permitted Liens (x) referred to in clauses (a) , (b) , (c) , (e) and (j) of the definition of Permitted Liens and applicable to the Collateral (other than Equity Interests constituting Collateral, as to which there shall be no Permitted Senior Liens), to the extent, but only to the extent, having priority by mandatory provisions of applicable law, and (y) referred to in clause (g) of the definition of Permitted Liens and applicable only to the ABL DIP Credit Priority Collateral.

“ Permitted Surety Bonds ” means unsecured guarantees and reimbursement obligations incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations.

“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Governmental Authority.

“ Petition Date ” means January 28, 2013.

“ Planner Business ” means the business unit comprised of Premier Agendas, Inc. (excluding (on a basis consistent with the financial statements delivered by the Administrative Borrower to the Agent prior to the Closing Date) those operations relating to the Educational Resources Business in Canada), Premier School Agendas, Ltd. and Select Agendas, Corp.

“ Platform ” has the meaning set forth in Section 10.3(b) .

“ Postpetition ” means the time period commencing immediately upon the filing of the Chapter 11 Cases.

“ Prepetition ” means the time period ending immediately prior to the filing of the Chapter 11 Cases.

“ Prepetition ABL Agent ” means Wells Fargo Capital Finance, LLC, in its capacity as administrative agent and collateral agent, under the Prepetition ABL Credit Agreement.

“ Prepetition ABL Credit Agreement ” means the Credit Agreement dated as of May 22, 2012, among the borrowers and guarantors named therein, the Prepetition ABL Credit Lenders and Wells Fargo Capital Finance, LLC, as administrative agent and co-collateral agent, as amended to date.

“ Prepetition ABL Credit Documents ” means the Prepetition ABL Credit Agreement and each other Loan Document (as defined therein).

“ Prepetition ABL Credit Lenders ” means all lenders party to the Prepetition ABL Credit Agreement.

“ Prepetition Agents ” means, collectively, the Prepetition ABL Agent and the Prepetition Term Loan Agent.

“ Prepetition Debt Documents ” means, collectively, the Prepetition ABL Credit Documents and the Prepetition Term Loan Documents.

“ Prepetition Debt Holders ” means, collectively, the Prepetition ABL Credit Lenders and the Prepetition Term Loan Lenders.

“ Prepetition Indebtedness ” means all Debt of the Borrowers outstanding on the Petition Date immediately prior to the filing of the Chapter 11 Cases other than Debt under the Prepetition ABL Credit Agreement and the Prepetition Term Loan Agreement.

“ Prepetition Intercreditor Agreement ” means the Intercreditor Agreement, dated as of May 22, 2012, executed by Wells Fargo Capital Finance, LLC in its capacity as Prepetition ABL Agent, and Bayside Finance LLC, in its capacity as Prepetition Term Loan Agent.

“ Prepetition Secured Obligations ” means the obligations in respect of the Prepetition ABL Credit Documents and the Prepetition Term Loan Documents.

“ Prepetition Term Lenders ” means the lenders party to the Prepetition Term Loan Agreement.

“ Prepetition Term Loan Agent ” means Bayside Finance, LLC, as administrative agent and collateral agent under the Prepetition Term Loan Documents.

“ Prepetition Term Loan Agreement ” means that certain Credit Agreement, dated as of May 22, 2012, by and among the borrowers and guarantors named therein, the Prepetition Term Lenders and the Prepetition Term Loan Agent, as amended to date.

“ Prepetition Term Loan Documents ” means the Prepetition Term Loan Agreement and each other Loan Document (as defined therein).

“ Prepetition Term Loan Lenders ” means the lenders party to the Prepetition Term Loan Agreement.

“ Prime Rate ” means, at any time, a rate per annum equal to the higher of (a) the rate last quoted by The Wall Street Journal as the “base rate on corporate loans posted by at least 75% of the nation’s largest banks” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent) and (b) the sum of 0.5% per annum and the Federal Funds Rate.

“ Product Development Expense ” means, for any period, the capitalized cash investment on product development for such period.

“ Professional Fees Line Items ” has the meaning set forth in Section 6.31(d).

Projections ” has the meaning set forth in Section 4.5 .

“ Protective Advances ” has the meaning set forth therefor in Section 2.17(a) .

“ Purchaser ” means Bayside School Specialty, LLC, a Delaware limited liability company, and any of its designees, successors or assigns of its obligations under the Asset Purchase Agreement.

“ Qualified Equity Interest ” means and refers to any Equity Interests issued by School Specialty (and not by one or more of its Subsidiaries) that is not a Disqualified Equity Interest.

“ Rate Hedging Obligations ” means any and all obligations of the Group Members under (a) any and all agreements, devices or arrangements designed to protect any Group Member from the fluctuations of interest rates, including interest rate exchange agreements, interest rate cap or collar protection agreements, and interest rate options, puts and warrants, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any of the foregoing.

“ Reading Business ” means the literacy and intervention division of the Accelerated Learning Business.

“ Real Property ” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“ Receipts ” has the meaning set forth in Section 5.12(b) .

“ Reconcilable Inclusion ” means, with respect to the Accelerated Learning Business and the Planner Business, any inclusion within the Accelerated Learning Business or the Planner Business, respectively, of contracts, rights or other assets that (x) prior to such inclusion, were included in a different Business Segment, or (y) in the case of contracts, rights or other assets not previously included in a different Business Segment, are not consistent with the then-existing other contracts, rights and other assets of the Accelerated Learning Business or the Planner Business, respectively

“ Related Person ” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor and other consultants and agents of or to such Person or any of its Affiliates, together with, if such Person is the Administrative Agent, each other Person or individual designated, nominated or otherwise mandated by or helping the Administrative Agent pursuant to and in accordance with Section 8.17 or any comparable provision of any Loan Document.

“ Related Transactions ” means, collectively, the execution and delivery of, and consummation of the transactions contemplated by, all ABL DIP Credit Documents and the payment of all related fees, costs and expenses.

“ Release ” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Substance into or through the environment.

“ Remaining Obligor ” has the meaning set forth in Section 9.4 .

“ Remedial Action ” means all actions required under Environmental Laws to (a) clean up, remove, treat or in any other way address any Hazardous Substance in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Substance does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Substance.

“ Report ” and “ Reports ” have the meanings specified in Section 8.20(a) .

“ Reportable Event ” means a reportable event as that term is defined in Title IV of ERISA, and not as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, and with the exception of actions of general applicability by the Secretary of Labor under Section 110 of ERISA.

“ Reporting Affiliate ” means, with respect to any Person, a Person who is an Affiliate of such first Person under clauses (a), (b) or (c) of the definition of the term “Affiliate”.

“ Representatives ” has the meaning set forth in Section 7.2 .

“ Required Lenders ” means, at any time, the Lenders holding Loans and Commitments representing more than a majority of all Loans and unfunded Commitments outstanding at such time, provided that at any time that Bayside and its Affiliates hold in the aggregate at least 25% of the sum of all Loans and unfunded Commitments outstanding at such time, Required Lenders shall include Bayside and/or such Affiliates, as applicable.

“ Required Payment ” has the meaning set forth in Section 2.10(c) .

“ Requirements of Law ” means, as to any Person, the organizational documents of such Person and any Applicable Law, or determination of a Governmental Authority having the force of law (but nevertheless including determinations of a Governmental Authority not having the force of law if responsible and prudent Persons engaged in a business similar to the business of the Borrower would observe such determinations), in each case applicable to or binding upon such Person or any of its business or property or to which such Person or any of its business or property is subject.

“ Reserve Percentage ” has the meaning set forth in the definition of “LIBOR Rate”.

“ Responsible Officer ” means the chief executive officer or chief financial officer of the Administrative Borrower.

“ Restricted Payment ” means, in respect of any Obligor or any Subsidiary of any Obligor, to (a) declare or pay any dividend or make any other payment or distribution, directly or indirectly, on account of Equity Interests issued by such Obligor or Subsidiary (including any payment in connection with any merger or consolidation involving such Obligor or Subsidiary) or to the direct or indirect holders of Equity Interests issued by such Obligor or Subsidiary in their capacity as such (other than dividends or distributions payable in Equity Interests of such Obligor or Subsidiary that are not Disqualified Equity Interests), or (b) purchase, redeem, make any sinking fund or similar payment, or otherwise acquire or retire for value (including in connection with any merger or consolidation involving such Obligor or Subsidiary) any Equity Interests issued by such Obligor or Subsidiary, or (c) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire Equity Interests of such Obligor or Subsidiary now or hereafter outstanding, or (d) make any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Debt.

“ Restrictive Agreement ” means an agreement (other than a Loan Document) that conditions or restricts the right of any Group Member to incur or repay borrowed money, to grant Liens on any assets, to declare or make Restricted Payments, to modify, extend or renew any agreement evidencing borrowed money, or to repay any Intercompany Debt.

“ Return ” has the meaning set forth in Section 2.12(b)(i) .

“ Revolving Commitments ” means, with respect to each Lender, the amount of the Revolving Commitment set forth opposite such Lender’s name on Schedule 1.1.1 hereof, or below such Lender’s signature on an Assignment Certificate executed by such Lender, or as the context may require, the obligation of such Lender to make Revolving Loans, as contemplated by this Agreement.

“ Revolving Commitment Amount ” means the aggregate amount of the Revolving Commitments of all Lenders at any time, which amount shall be $50,000,000.

“ Revolving Loan ” means a Loan made pursuant to Section 2.1 utilizing the Revolving Commitments.

“ Revolving Note ” means a promissory note of the Borrowers payable to a Lender evidencing the Revolving Commitment of such Lender (as such promissory note may be amended, extended or otherwise modified from time to time) and also means each promissory note accepted by such Lender from time to time in substitution therefor or in renewal thereof.

“ Rolling Two Week Test Period ” has the meaning set forth in Section 6.31(a).

“ Sale/Leaseback Liabilities ” means any amount or liability in respect of sale/leaseback or analogous transactions that is or is required under GAAP to be shown on the consolidated balance sheet of the Administrative Borrower and its consolidated Subsidiaries.

“ Sale Motion ” has the meaning set forth in the Asset Purchase Agreement.

“ Sale Order ” has the meaning set forth in the Asset Purchase Agreement.

“ School Specialty ” has the meaning set forth in the Preamble to this Agreement.

“ Secured Parties ” means the Lenders, the Administrative Agent, the Collateral Agent, each other Indemnitee and any other holder of any Obligation of any Obligor.

“ Security Agreement ” means each Security and Pledge Agreement (or similar agreement) executed by each Obligor in favor of the Agent and the Lenders, in the form of Exhibit E hereto duly completed for each Obligor, as the same may be amended, supplemented or restated from time to time.

“ Seeds Divestiture ” means the disposition by the Obligors of the Seeds of Science / Roots of Reading business in January 2012.

“ Senior Debt ” means Debt of the Group Members that has not been subordinated in right of payment to the Obligations in a manner in form and substance satisfactory to the Agent, including the ABL DIP Credit Obligations.

“ Single Test Week ” has the meaning set forth in Section 6.31(a).

“ Stated Borrowing Base ” has the meaning ascribed thereto in the Intercreditor Agreement (as in effect on the date hereof).

“ Subordinated Debt ” means unsecured Debt of the Obligors that is not Senior Debt, and that (a) is only guaranteed by the Guarantors, (b) is not subject to scheduled amortization, redemption, sinking fund or similar payment and does not have a final maturity, in each case, on or before the date that is six months after the Maturity Date, and (c) does not include any financial covenants or any covenant or agreement that is more restrictive or onerous on any Obligor in any material respect than any comparable covenant in this Agreement; and “Subordinated Debt” shall in any event include (x) the 2011 Convertible Subordinated Debentures, and (y) any other Debt of an Obligor incurred after the date hereof which by its terms is expressly subordinated to the Obligations in a manner and to an extent approved by the Administrative Agent.

“ Subsequent Revolver Funding Date ” means the second Business Day of each fiscal week commencing on the fiscal week immediately following the fiscal week in which the Initial Borrowing of the Revolving Loan is made.

“ Subsidiary ” of a Person means any corporation, limited liability company, partnership or other entity of which more than fifty percent (50%) of the outstanding equity or membership interests or shares of capital stock having general voting power under ordinary circumstances to elect a majority of the board of directors (or other governing body) of such entity, (irrespective of whether or not at the time stock or membership interests of any other class or classes shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more Subsidiaries of such Person, or by one or more other Subsidiaries of such Person.

“ Subsidiary Borrowers ” has the meaning set forth in the Preamble to this Agreement.

“ Survey ” means, in respect of a particular parcel of Real Property, an American Land Title Association form survey, dated no earlier than 30 days prior to the issuance of the corresponding Mortgage Policy (or such other date as the Agent may approve in its Permitted Discretion), certified to the Agent and the issuer of the corresponding Mortgage Policy in a manner satisfactory to the Agent, by a

land surveyor duly registered and licensed in the states in which the property described in such survey is located and acceptable to the Agent, which survey (i) shall show (x) all buildings and other improvements, (y) the location of any easements, rights of way, building set-back lines and other dimensional regulations and (z) such other matters as the Agent shall reasonably request and (ii) be sufficient for the issuer of the corresponding Mortgage Policy to remove all standard survey exceptions from the corresponding Mortgage Policy.

“ SWDA ” means the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.).

“ Synthetic Lease Liabilities ” means the monetary obligation of a Person under either: (a) a so-called synthetic, off-balance sheet or tax retention lease; or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). The amount of Synthetic Lease Liabilities shall be deemed to be the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“ Tax Returns ” has the meaning set forth in Section 4.8 .

“ Taxes ” has the meaning set forth in Section 2.11 .

“ Term and Revolving Loan Priority Collateral ” has the meaning set forth in the Intercreditor Agreement.

“ Term and Revolving Loan Priority Collateral Deposit Account ” means an account maintained with JPMorgan Chase Bank, National Association, and subject to a first priority Lien, perfected through control pursuant to a Control Agreement, in favor of the Agent for the benefit of the Secured Parties into which shall be deposited all Net Cash Proceeds of all Dispositions of all property of the Obligors that is not ABL DIP Credit Priority Collateral.

“ Test Period ” means the Single Test Week and the Rolling Two Week Test Period, commencing from the Single Test Week ending February 2, 2013.

“ Total Outstanding ABL DIP Credit Amount ” means, as of the date of determination, the sum of (a) the aggregate principal amount of all outstanding ABL DIP Credit Loans, plus (b) the amount of the LC Obligations.

“ Trademark Security Agreement ” means a Trademark Security Agreement executed and delivered by an Obligor in favor of the Agent in substantially the form attached to the Security Agreement.

“ Treasury ” means the United States Treasury.

“ UCC ” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York.

“ Unfinanced Capital Expenditures ” means Capital Expenditures that are made from available cash of the Borrowers and not from the proceeds of Permitted PMM/Capital Lease Debt (including any Permitted PMM/Capital Lease Debt incurred after the acquisition of the asset acquired to directly or indirectly finance such acquisition), and are made in respect of assets that are not subject to any capital lease, and are not pledged to secure any purchase money Debt (whenever incurred).

“ Unrestricted Cash ” means, as of any date of determination, the aggregate amount of cash credited as of such date to all deposit accounts of the Group Members, which cash is subject to no restriction on its use, transfer or distribution pursuant to any Requirement of Law or contractual obligation (other than the Loan Documents, the ABL DIP Credit Documents, the Prepetition Term Loan Documents and the Prepetition ABL Credit Documents).

“ Unused Line Fee ” has the meaning set forth in Section 2.10(k) .

“ USA Patriot Act ” has the meaning set forth in Section 10.16 .

“ Variance Report ” means a weekly variance report to be provided by Borrowers to Administrative Agent within three Business Days after the end of each fiscal week reflecting actual cash receipts and disbursements for (i) the prior fiscal week, (ii) the period from the beginning of the fiscal month which includes such fiscal week to the end of such fiscal week, (iii) the applicable Test Period of the Administrative Borrower, and (iv) the period from the beginning of the fiscal week ending February 2, 2013 to the end of such Test Period, in each case, reflecting the amount variance and, in the case of clause (iii), percentage variance of actual receipts and disbursements (on a line item basis) from those receipts and disbursements reflected in the most recently delivered thirteen-week cash flow forecast in the Approved Budget for the corresponding periods (or, in the case of clause (iv) and with respect to past periods that are not covered in the most recently delivered thirteen-week cash flow forecast in the Approved Budget, the latest thirteen-week cash flow forecast in the Approved Budget that covers any such past period), an explanation of the reason for any such variance and compliance or non-compliance with the requirements set forth in Section 6.31.

“ Week 1 ” has the meaning set forth in Section 6.31.

“ Week 2 ” has the meaning set forth in Section 6.31.

“ Welfare Plan ” means an ERISA Plan that is a “welfare plan” within the meaning of Section 3(1) of ERISA.

Section 1.2. Payments . The Administrative Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Obligor or any Lender. Any such determination or redetermination by the Administrative Agent shall be conclusive and binding for all purposes, absent manifest error. No determination or redetermination by any Secured Party or Obligor and no other currency conversion shall change or release any obligation of any Obligor or of any Secured Party (other than the Administrative Agent and its Related Persons) under any Loan Document, each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the amount as converted. The Administrative Agent may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds.

ARTICLE II

CREDIT FACILITIES

Section 2.1. Revolving Commitments . Subject to the terms and conditions herein set forth, each Lender hereby severally, but not jointly, agrees to make revolving loans in Dollars (each such loan, a “Revolving Loan”), not to exceed the Revolving Commitment Amount, to the Borrowers as follows: (i) an initial borrowing on the Closing Date, in the aggregate principal amount of $15,000,000 (the “ Initial Borrowing ”) and (ii) additional borrowings on each Subsequent Revolver Funding Date in respect of which a Notice of Borrowing has been delivered in an amount not to exceed the Availability or a greater amount agreed to in writing by the Administrative Agent or each Lender in their sole discretion. The proceeds of such Revolving Loans shall be deposited into the Term and Revolving Loan Priority Collateral Deposit Account. The Revolving Loans and Revolving Loan proceeds shall be allocated to the Borrowers in the manner specified in the Notice of Borrowing therefor and used to pay (i) certain pre-petition expenses of the Borrowers and other costs authorized by the Bankruptcy Court in each case acceptable to the Lenders, (ii) Obligations hereunder and under all other Loan Documents (including, without limitation, interest, fees, expenses and other amounts of whatever nature and Agent Expenses) and (iii) post-petition operating expenses and to fund working capital of the Borrowers and other costs and expenses of administration of the Chapter 11 Cases (excluding wind-down expenses and payments with respect any management incentive plan unless agreed to in writing by the Lenders in their sole discretion), in each case subject to Availability and not to exceed the Revolving Commitment Amount. Notwithstanding the preceding, prior to the entry by the Bankruptcy Court of a Final Order, the Revolving Commitment Amount shall be limited to the sum of $25,000,000, to the extent authorized by the Interim Order. For the avoidance of doubt, there shall not be more than one borrowing in any fiscal week.

Section 2.2. Procedures for Revolving Loans . The Initial Borrowing shall be funded on the Closing Date without further need for the Borrowers to take any action or submit any notice or request to the Administrative Agent or Lenders. To request a Revolving Loan to be funded on any Subsequent Revolver Funding Date, the Administrative Borrower shall submit a Notice of Borrowing to the Administrative Agent no later than 3:00 p.m. New York, New York time, on the Business Day prior to the proposed Subsequent Revolver Funding Date. The Notice of Borrowing shall be effective upon receipt by the Administrative Agent, shall be in writing by facsimile or electronic transmission (including by PDF). The requested borrowing shall be in an integral multiple of $500,000 and not less than $2,000,000. Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall advise each Lender of the proposed Revolving Loan. At or before 3:00 p.m., New York, New York time, on the date specified for the requested Revolving Loan, each Lender shall provide the Administrative Agent at the principal office of the Administrative Agent in Miami Florida with immediately available funds covering such Lender’s Percentage of such Revolving Loan. Subject to satisfaction of the conditions precedent set forth in Article III with respect to such Revolving Loan, the Administrative Agent shall pay over such

funds to the Administrative Borrower, by effecting a wire transfer to the Term and Revolving Loan Priority Collateral Deposit Account (or to such other Person and account as may be specified in the Funds Flow Memorandum), for the account of the applicable Borrower(s) specified in the Notice of Borrowing, prior to 4:00 p.m., New York, New York time, on the date of the requested Revolving Loan.

Section 2.3. Interest . The outstanding principal amount of each Loan shall bear interest from the date when made to the date repaid (provided that one full day’s interest shall be payable for any Loan, or portion thereof, that is borrowed and repaid on the same day), accruing daily at a rate per annum equal to the applicable LIBOR Rate for each day during each Interest Period during which such Loan is outstanding, plus the Applicable Margin, adjusted for each applicable Interest Period, payable in arrears on the last day of the applicable Interest Period; provided , however , that upon the occurrence of an Event of Default (whether or not the Agent or any Lender shall have received or given notice thereof), the interest on the Loans from and after the date of the occurrence of such Event of Default shall be the rate per annum otherwise applicable from time to time to such Loans, plus three percent (3.0%) per annum (adjusting for any change in the applicable LIBOR Rate), payable in arrears on the last day of each fiscal month and on the last day of the applicable Interest Period and on demand from time to time (the “ Default Rate ”). The outstanding amount of all Obligations other than outstanding principal of Loans shall bear interest from the date such Obligations are due and payable, accruing daily at the rate applicable from time to time (calculated daily and not for any Interest Period) to the Loans (and shall bear interest at the Default Rate upon the occurrence of an Event of Default). Interest shall be computed on the basis of the actual number of days elapsed and a year consisting of 360 days. Each determination of an interest rate by the Administrative Agent shall be conclusive and binding on the Borrowers, the other Obligors and the Lenders in the absence of manifest error. All payments of interest shall be made in cash in Dollars in immediately available funds.

Section 2.4. Setting and Notice of Rates . The applicable LIBOR Rate for each Interest Period shall be determined by the Administrative Agent on the Closing Date, for the initial Interest Period, and on the first Business Day of each subsequent fiscal month, for each subsequent Interest Period (such rate to apply for each calendar day in such Interest Period), whereupon notice thereof (which may be by telephone) shall be given by the Administrative Agent to the Administrative Borrower and each Lender. Each such determination of the applicable LIBOR Rate shall be conclusive and binding upon the parties hereto, in the absence of demonstrable and manifest error. The Administrative Agent, upon written request of the Administrative Borrower or any Lender, shall deliver to the Administrative Borrower or such requesting Lender a statement showing the computations or source used by the Administrative Agent in determining the applicable LIBOR Rate hereunder.

Section 2.5. Repayment of Loans; Representations; Joint and Several Liability .

(a) The Borrowers hereby unconditionally promise to pay to the Administrative Agent for itself and the account of each Lender in cash in Dollars in immediately available funds the then unpaid amount of each Loan and any other Obligations on the Maturity Date, or on such prior date as may be required by the terms of this Agreement (including, without limitation, upon the Termination Date).

and customary practices as in effect from time to time and by 3:00 p.m. (New York time) on such date of receipt, and if not, then such amounts shall be deemed received and applied on the next succeeding Business Day after receipt of such immediately available funds by the Administrative Agent.

(c) The Borrowers shall be obligated to repay all Loans made under this Article II notwithstanding the failure of the Administrative Agent to provide any written request therefor or written confirmation thereof and notwithstanding the fact that the person requesting the same was not in fact authorized to do so. Any request for Revolving Loans under Section 2.2 , whether written, telephonic, telecopy or otherwise, shall be deemed to be a representation by each Borrower that the borrowing conditions set forth in Section 3.1 and Section 3.2 have been met and all statements set forth in Section 3.1 and Section 3.2 are correct as of the time of the request.

(d) The Borrowers shall be jointly and severally liable for all amounts due from the Borrowers to the Administrative Agent, the Lenders and the other Secured Parties under this Agreement, regardless of which Borrower actually receives the Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which the Administrative Agent accounts for such Loans or other extensions of credit on its books and records. The Obligations with respect to Loans or other extensions of credit made to a Borrower, and the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans or other extensions of credit made to the other Borrowers hereunder, shall be separate and distinct obligations, but all such other Obligations shall be primary obligations of all Borrowers. The Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Loans or other extensions of credit made to the other Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (a) the validity or enforceability, avoidance or subordination of the Obligations of the other Borrowers or of any promissory note or other document evidencing all or any part of the Obligations of the other Borrowers, (b) the absence of any attempt to collect the Obligations from the other Borrowers, any Guarantor or any other security therefor, or the absence of any other action to enforce the same, (c) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent, Lenders or other Secured Parties with respect to any provisions of any agreement or instrument evidencing or governing the Obligations of the other Borrowers, or any part thereof, or any other agreement now or hereafter executed by the other Borrowers and delivered to the Administrative Agent, (d) the failure by the Administrative Agent, or any of the Lenders or other Secured Parties to take any steps to perfect and maintain its security interest in the Collateral or any part of it, or to preserve its or their rights and maintain its or their security or collateral for the Obligations of the other Borrowers, (e) the election of the Administrative Agent, or any of the Lenders or other Secured Parties in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) the disallowance of all or any portion of the claim(s) of the Administrative Agent, or any of the Lenders or other Secured Parties for the repayment of the Obligations of the other Borrowers under Section 502 of the Bankruptcy Code, or (g) any other circumstances which might constitute a legal or equitable discharge or defense of a Guarantor or of the other Borrowers, other than, with respect to a particular Lender, the willful misconduct, fraud or gross negligence of such Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. With respect to the Obligations arising as a result of the joint and several liability of a Borrower hereunder with respect to Revolving Loans or other extensions of credit made to the other Borrowers hereunder, each Borrower and Guarantor waives, until the Obligations shall have been paid in full in immediately available funds and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which the Agent or any other Secured Party now has or may hereafter have against the Borrowers or any Guarantor, or any endorser or any other

guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Agent or any other Secured Party. Upon any Event of Default and for so long as the same is continuing, the Agent may proceed directly and at once, without notice, against any Borrower or Guarantor, or against any one or more of them, to collect and recover the full amount, or any portion of the Obligations, without first proceeding against the other Borrowers or Guarantors or any other Person, or against any security or collateral for the Obligations. Each Borrower and Guarantor consents and agrees that the Agent and the Lenders and the other Secured Parties shall be under no obligation to marshal any assets in favor of the Borrower(s) or Guarantor(s) or against or in payment of any or all of the Obligations.

Section 2.6. Notes . Upon request by a Lender, such Lender’s Revolving Loan may be evidenced by a Revolving Note. The unpaid principal amount of each Note and all unpaid accrued interest thereon shall be payable on the Maturity Date, or on such prior date as may be required by the terms of this Agreement.

Section 2.7. Fees . The Borrowers shall pay to the Administrative Agent, for its own account (or to such other parties as the Administrative Agent may specify in writing), the fees specified in the Administrative Agent Fee Agreement in the amounts and on the dates specified therein, including without limitation a non-refundable agent’s fee in the per annum amount of $150,000, as further specified in the Administrative Agent Fee Agreement, payable in advance on the Closing Date and on each annual anniversary thereof, which amount shall be deemed fully earned when paid, whether or not this Agreement shall continue in effect, or any Loans or the Commitment shall remain in effect, for the entire year covered thereby.

Section 2.8. Use of Proceeds . The proceeds of all Revolving Loans shall be used by the Borrowers and their Subsidiaries solely in accordance with Section 2.1(a) and otherwise subject to the terms of this Agreement.

Section 2.9. Prepayments; Apportionment and Application .

(a) Mandatory Prepayments — Agent Election . The Borrowers shall be required to prepay the Obligations in accordance with Section 2.9(c) upon the following events in the amounts stated below, in each case within one (1) Business Day of the receipt thereof, unless such prepayment is waived in writing by the Administrative Agent with the consent of the Required Lenders:

(i) upon the receipt by any Group Member of the proceeds of a Carson-Dellosa Drag-Along Sale or any other voluntary or involuntary Disposition or spin-offs of property, divisions, business units, or business lines of a Group Member (including casualty losses or condemnations but excluding sales or dispositions which are permitted under clause (a) of Section 6.5 and dispositions of Inventory in the ordinary course of business), in an amount equal to (x) in the case of Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received in respect of ABL DIP Credit Priority Collateral by such Group Member in connection with such Dispositions or spin-offs, 100% of the amount thereof, and (y) in all other cases, in an amount equal to 100% of the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Group Member in connection with such Dispositions or spin-offs; provided , that , nothing contained in this Section 2.9(a)(i) shall permit any Group Member to Dispose of any property other than in accordance with Section 6.5 ; and

(ii) upon the receipt by any Group Member of (1) any net proceeds of issuances of Debt for the refinancing of the Obligations, in an amount equal to 100% of such amounts, (2) net proceeds of issuances of Debt (other than Debt described in the preceding clause (1), and other Permitted Debt), in an amount equal to 50% of such amounts, (3) net proceeds of issuances of Equity Interests to any Person other than an Obligor, in an amount equal to 50% of such amounts, (4) Extraordinary Receipts attributable to or received in respect of Term and Revolving Loan Priority Collateral, in an amount equal to 100% of such amounts, (5) Extraordinary Receipts attributable to or received in respect of ABL DIP Credit Priority Collateral, in an amount equal to 0% of such amounts that are received prior to Payment in Full of the ABL Priority Debt (as each such term is defined in the Intercreditor Agreement) and 100% of such amounts that are received thereafter, (6) other Extraordinary Receipts, in an amount equal to 50% of such amounts, (7) any proceeds of business interruption insurance, in an amount equal to 50% of such amounts, (8) any proceeds of all other insurance in respect of loss or destruction of property and of the proceeds of all awards and other recoveries in respect of condemnation and analogous events in respect of property, in each case attributable to or received in respect of Term and Revolving Loan Priority Collateral, in an amount equal to 100% of such amounts, and (9) any proceeds of all other insurance in respect of loss or destruction of property and of the proceeds of all awards and other recoveries in respect of condemnation and analogous events in respect of property, in each case attributable to or received in respect of ABL DIP Credit Priority Collateral (calculated as determined in Section 5.2 of the Intercreditor Agreement), in an amount equal to 0% of such amounts that are received prior to Payment in Full of the ABL Priority Debt (as each such term is defined in the Intercreditor Agreement) and 100% of such amounts that are received thereafter (in each case in clauses (8) and (9) above, subject to exceptions for repairs and replacements effected within 60 days of receipt of such insurance proceeds or other award by any Group Member and costing up to $200,000 per casualty event (or such greater amount as the Administrative Agent may approve, to the extent commercially reasonable)).

(b) Voluntary Prepayments . The Borrowers may prepay the outstanding principal amount of any Loan in whole at any time and/or in part, at par, from time to time, upon not less than thirty (30) days’, and not more than sixty (60) days’ prior written notice to the Administrative Agent, which notice shall be irrevocable once given, provided that (i) the Borrowers will remain liable for any breakage costs that may be owing pursuant to Section 2.13 after giving effect to such prepayment, and (ii) each partial prepayment that is not of the entire outstanding amount of Loans shall be in an aggregate amount that is an integral multiple of $1,000,000.

(c) Prepayments Generally . The following provisions shall apply to all prepayments under Section 2.9(a) and (b) ), to the extent specified below:

(i) any prepayment of the Revolving Loans under Section 2.9(a) and (b) shall be applied against the outstanding Revolving Loans of each Lender pro rata according to each Lender’s Percentage of such Loans with a permanent reduction of the Revolving Commitment;

(ii) at any time that an Application Event has occurred, prepayments under Section 2.9(a) shall be applied in accordance with the terms of Section 2.10(f)(ii) ;

(iii) [Reserved];

(iv) [Reserved]; and

and Revolving Loan Priority Collateral Deposit Account in an amount not less than the maximum amount that would be required to be applied to prepayment of the Obligations hereunder (assuming none of such proceeds would be elected to be used for any permitted repairs or replacements); the Administrative Borrower will cause such funds to be maintained in the Term and Revolving Loan Priority Collateral Deposit Account until applied to prepayment of the Obligations, or to a permitted repair or replacement, in accordance with the terms of this Section 2.9 .

(d) No Violation of Intercreditor Agreement . Notwithstanding anything else to the contrary in this Agreement, the Borrowers shall not be permitted to make, and the Agent and the Lenders shall not be required to receive (and for the avoidance of doubt, if the Lenders do so receive, such receipt shall be subject to the Intercreditor Agreement), any voluntary prepayments of the Obligations (for the avoidance of doubt, including voluntary prepayments pursuant to Section 2.9(b) and also prepayments specified to be in such amounts as the Administrative Borrower may elect pursuant to Section 2.9(a)(i)(y) ) that would contravene, or result in a breach of, any provision of the Intercreditor Agreement.

Section 2.10. Payments .

(a) Making of Payments . All payments and prepayments of principal, interest and other amounts due hereunder shall be made (unless otherwise expressly stated in this Agreement) to the Administrative Agent for the account of the Lenders pro rata according to their respective applicable Percentages. All payments to the Administrative Agent shall be made to the Administrative Agent at its office in Miami, Florida, not later than 2:00 p.m., New York, New York time, on the date due, in Dollars in immediately available funds, and funds received after that hour shall be deemed, for purposes of determining timeliness of payments and for all purposes of computation of interest, to have been received by the Administrative Agent on the next following Business Day. Any payment or prepayment of principal shall be accompanied by accrued unpaid interest on such amount of principal paid or prepaid through the date of payment or prepayment, and, if applicable, additional compensation calculated in accordance with Section 2.13 . The Administrative Agent shall remit to each Lender in immediately available funds its share of all such payments received by the Administrative Agent for the account of such Lender on the Business Day next succeeding the Business Day such payments are received by the Administrative Agent. If the Administrative Agent fails to remit any payment to any Lender when required hereby, the Administrative Agent shall pay interest on demand to that Lender for each day during the period commencing on the date such remittance was due until the date such remittance is made at an annual rate equal to the Federal Funds Rate for such day. All payments under Section 2.11 , 2.12 or 2.13 shall be made by the Borrowers directly to each Lender entitled thereto.

(b) Effect of Payments . Each payment by the Borrowers to the Administrative Agent for the account of any Lender pursuant to Section 2.10(a) shall be deemed to constitute payment by the Borrowers directly to such Lender, provided , however , that in the event any such payment by the Borrowers to the Administrative Agent is required to be returned to the Borrowers for any reason whatsoever, then the Borrowers’ obligation to such Lender with respect to such payment shall be deemed to be automatically reinstated.

Agent for the account of one or more of the Lenders hereunder (such payment by a Lender or Borrower (as the case may be) being herein called a “ Required Payment ”), which notice shall be effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon for each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate (i) equal to the Federal Funds Rate for such day, in the case of a Required Payment owing by a Lender, or (ii) equal to the applicable rate of interest as provided in this Agreement for the Loans (calculated daily and not in respect of any Interest Period), in the case of a Required Payment owing by a Borrower.

(d) Setoff . Each Borrower agrees that each Lender, subject to such Lender’s sharing obligations set forth in Section 8.6 , shall have all rights of setoff and bankers’ lien provided by Applicable Law, and in addition thereto, each Borrower agrees that if at any time any Obligation is due and owing by such Borrower under this Agreement or the other Loan Documents to any Lender at a time when an Event of Default has occurred hereunder, any Lender may apply any and all balances, credits, and deposits, accounts or moneys of such Borrower then or thereafter in the possession of such Lender (excluding, however, any trust or escrow accounts held by such Borrower for the benefit of any third party) to the payment thereof.

(e) Due Date Extension . If any payment of principal of or interest on any Loan or any fees payable hereunder falls due on a day that is not a Business Day, then such due date shall be extended to the next following Business Day, and (in the case of principal) additional interest shall accrue and be payable for the period of such extension.

(f) Apportionment and Application of Payments .

(i) So long as no Application Event has occurred, and except as otherwise expressly specified herein, all principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses (other than fees or expenses that are for the Agent’s separate account) shall be apportioned ratably among the Lenders to which a particular fee or expense relates. All payments to be made hereunder by the Borrowers shall (subject to the last sentence of Section 2.10(a) hereof) be remitted to the Administrative Agent and all (subject to Section 2.10(f)(iii) hereof) such payments, and all proceeds of Collateral received by the Agent, shall be applied, so long as no Application Event has occurred, to reduce the balance of the Loans and other Obligations outstanding and, thereafter, to the Administrative Borrower or such other Person entitled thereto under Applicable Law.

(ii) At any time that an Application Event has occurred, all payments remitted to the Administrative Agent and all proceeds of Collateral received by the Agent shall be applied as follows:

(A) first , to pay any Agent Expenses (including cost or expense reimbursements) or indemnities then due to the Agent under the Loan Documents, until paid in full;

(B) second , to pay any fees or premiums then due to the Agent under the Loan Documents until paid in full;

(D) fourth , to pay the principal of all Protective Advances, pro rata, until paid in full;

(E) fifth , ratably to pay any fees then due to any of the Lenders under the Loan Documents until paid in full;

(F) sixth , ratably to pay interest due in respect of the Loans then outstanding until paid in full;

(G) seventh , ratably to pay the principal of all Loans then outstanding until paid in full;

(H) eighth , ratably to pay any other Obligations; and

(I) ninth , to the Administrative Borrower or such other Person entitled thereto under Applicable Law.

(iii) In each instance, so long as no Application Event has occurred, Section 2.10(f)(i) shall not apply to any payment made by the Borrowers to the Administrative Agent and specified by the Administrative Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement.

(iv) For purposes of Section 2.10(f)(ii) , “paid in full” means payment in cash in Dollars of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

(v) In the event of a direct conflict between the priority provisions of this Section 2.10(f) and any other provision contained in any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.10(f) shall control and govern.

(g) Administrative Agent Fee. On the Closing Date the Administrative Borrower shall pay, or cause to be paid, to the Agent, as agency fees set forth in the Administrative Agent Fee Agreement.

(h) Closing Fee . On the Closing Date the Administrative Borrower shall pay, or cause to be paid, to Bayside Capital, Inc. a fee (the “ Closing Fee ”) in the aggregate amount of $500,000 pursuant to the Administrative Agent Fee Agreement. The Closing Fee shall be due and payable on the Closing Date and not refundable under any circumstances.

(i) [Reserved] .

(j) Commitment Fees . On the Closing Date, Administrative Borrower shall pay or cause to be paid to the Lenders commitment fees (the “ Commitment Fees ”) in the aggregate amount of $1,000,000.

(k) Unused Line Fee . From and after the Closing Date, Administrative Borrower shall pay or cause to be paid to Administrative Agent an unused line fee (the “ Unused Line Fee ”) equal to 1.00% of the average daily difference between (a) the Revolving Commitments and (b) the aggregate outstanding Revolving Loans payable monthly in arrears and on the Termination Date.

Section 2.11. Taxes .

(a) Payments . All payments made by the Borrowers to the Administrative Agent or any other Secured Party (herein any “ Payee ”) under or in connection with this Agreement or the Term Notes shall be made without any setoff or other counterclaim, and shall be free and clear of and without deduction or withholding for or on account of any present or future Taxes now or hereafter imposed by any Governmental Authority or other authority, except to the extent that any such deduction or withholding is compelled by law. As used herein, the term “ Taxes ” shall include all income, excise and other taxes of whatever nature (other than taxes generally assessed on the overall net income of a Payee by any Governmental Authority of the country, state or political subdivision in which such Payee is incorporated or in which the office through which such Payee is acting is located) as well as all levies, imposts, remittances, duties, charges, or fees of whatever nature. If a Borrower is compelled by law to make any deductions or withholdings on account of any Taxes (including any foreign withholding), such Borrower will:

(i) pay such additional amounts (including, without limitation, any penalties, interest or expenses) as may be necessary in order that the net amount received by the Payee after such deductions or withholdings (including any required deduction or withholding on such additional amounts) shall equal the amount the Payee would have received had no such deductions or withholdings been made; and

(ii) pay to the relevant authorities the full amount required to be so withheld or deducted (including with respect to such additional amounts); and

(iii) promptly forward to the Administrative Agent (for delivery to the appropriate Payee) an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such authorities.

If any Taxes otherwise payable by a Borrower pursuant to the foregoing are directly asserted against a Payee, such Payee may pay such taxes and such Borrower promptly shall reimburse such Payee to the full extent otherwise required under this Section 2.11 .

(b) Other Taxes . In addition, the Borrowers shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made by the Borrowers hereunder or under any other Loan Documents or from the execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement or the other Loan Documents (hereinafter referred to as “ Other Taxes ”).

(c) Indemnification by Borrowers . The Borrowers shall indemnify each Lender and the Administrative Agent for and hold it harmless against the full amount of any Indemnified Taxes and Other Taxes (including, without limitation, taxes of any kind imposed or asserted by any jurisdiction on amounts payable under this Section 2.11 (c)) imposed on or paid or remitted by

such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto exclusive of any transfer taxes that the Purchaser will pay pursuant to the Asset Purchase Agreement. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor with appropriate supporting documentation.

(d) Evidence of Payment . Within 30 days after the date of any payment of Taxes, the appropriate Borrower shall furnish to the Administrative Agent, at its address referred to in Section 10.3 , the original or a certified copy of a receipt evidencing such payment to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. In the case of any payment hereunder or under the Notes or any other documents to be delivered hereunder by or on behalf of a Borrower through an account or branch outside the United States or by or on behalf of a Borrower by a payor that is not a United States person, if such Borrower determines that no Taxes are payable in respect thereof, such Borrower shall furnish, or shall cause such payor to furnish, to the Administrative Agent, at such address, an opinion of counsel reasonably acceptable to the Administrative Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e), the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the IR Code.

(e) Exemption from Withholding . Any Lender that is entitled to an exemption from or reduction of withholding Tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), to the extent such Lender is legally entitled to do so, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as may reasonably be requested by the Borrower to permit such payments to be made without such withholding Tax or at a reduced rate; provided that no Lender shall have any obligation under this paragraph (e) with respect to any withholding Tax imposed by any jurisdiction other than the United States if in the reasonable judgment of such Lender such compliance would subject such Lender to any material unreimbursed cost or expense or would otherwise be prejudicial to such Lender in any material respect.

(f) FATCA . If a payment made to a Lender hereunder or under any Loan Documents would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IR Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the IR Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. If any form or document referred to in this subsection (f) (other than FATCA documentation) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the Closing Date by IRS Form W-8BEN or W-8ECI or the related certificate described above, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the Company and shall not be obligated to include in such form or document such confidential information, except directly to a governmental authority or

other Person subject to a reasonable confidentiality agreement. In addition, upon the written request of the Company or the Administrative Agent, each, Lender or the Administratve Agent shall provide any other certification, identification, information, documentation or other reporting requirement if (i) delivery thereof is required by a change in the law, regulation, administrative practice or any applicable tax treaty as a precondition to exemption from or a reduction in the rate of deduction or withholding; (ii) the Administrative Agent or Lender, as the case may be, is legally entitled to make delivery of such item; and (iii) delivery of such item will not result in material additional costs unless Company shall have agreed in writing to indemnify Lender or the Administrative Agent for such costs. Solely for the purposes of this subsection (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) Additional Amounts Payable . Any Lender claiming any additional amounts payable pursuant to this Section 2.11 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

(h) Refund of Taxes . If any Lender or the Administrative Agent determines, in its sole discretion, that it has actually and finally received a refund of any Taxes paid or reimbursed by a Borrower pursuant to subsection (a) or (c) above in respect of payments under this Agreement or the other Loan Documents, such Lender or the Administrative Agent, as the case may be, shall pay to the applicable Borrower, with reasonable promptness following the date on which it actually receives such refund, an amount equal to such refund, net of all out-of-pocket expenses in securing such refund; provided, that the Company, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid (with interest and penalties) over to any Borrower to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such amount to such governmental authority. This Section 2.11(h) shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrowers or any other person.

(i) Indemnification of Administrative Agent . Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes or Other Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified the Administrative Agent for such Taxes and Other Taxes and without limiting the obligation of the Borrowers to do so) and (ii) any taxes excluded from the definition of Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Agent under this Section 2.11(i). For the avoidance of doubt, except as otherwise provided in Section 2.11(a), Section 2.11(b) and Section 2.11(c), nothing in this Section 2.11(i) shall result in any increase in the liability of any Borrower to any Lender or the Administrative Agent for Taxes or Other Taxes.

Section 2.12. Increased Costs; Capital Adequacy; Funding Exceptions .

(a) Increased Costs on LIBOR Rate . If Regulation D of the Board of Governors of the Federal Reserve System or after the date of this Agreement the adoption of any applicable law, rule or regulation, or any change in any existing law, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall:

(i) subject a Lender to or cause the withdrawal or termination of any exemption previously granted to a Lender with respect to, any tax, duty or other charge with respect to its Loans or its obligation to make Loans, or shall change the basis of taxation of payments to a Lender of the principal of or interest under this Agreement in respect of its Loans or its obligation to make Loans (except for changes in the rate of tax on the overall net income of a Lender imposed by the jurisdictions in which such Lender’s principal executive office is located or in which such Lender is organized), or

(ii) impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve included in the determination of interest rates pursuant to Section 2.4 ), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, a Lender; or

(iii) impose on a Lender any other condition affecting its making, maintaining or funding of its Loans or its obligation to make Loans;

and the result of any of the foregoing is to increase the cost to an affected Lender of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or with respect to a Loan, then the affected Lender will notify the Administrative Borrower and the Administrative Agent of such increased cost and within fifteen (15) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis of such demand) and the Borrowers shall pay to such Lender such additional amount or amounts as will compensate the Lender for such increased cost or such reduction. Each Lender will notify the Administrative Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.12 . The obligations of the Borrowers under this Section 2.12(a) shall survive any termination of this Agreement.

(b) Capital Adequacy . If a Lender determines at any time that such Lender’s Return has been reduced as a result of any Capital Adequacy Rule Change, such Lender may require the Borrowers to pay to such Lender the amount necessary to restore such Lender’s Return to what it would have been had there been no Capital Adequacy Rule Change. For purposes of this Section 2.12(b) , the following definitions shall apply:

(i) “ Return ”, for any fiscal quarter or shorter period, means the percentage determined by dividing (A) the sum of interest and ongoing fees earned by a Lender under this Agreement during such period by (B) the average capital such Lender is required to maintain during such period as a result of its being a party to this Agreement, as determined by such Lender based upon its total capital requirements and a reasonable attribution formula that takes account of the Capital Adequacy Rules then in effect. Return may be calculated for a Lender for each fiscal quarter and for the shorter period between the end of a fiscal quarter and the date of termination in whole of this Agreement.

(ii) “ Capital Adequacy Rule ” means any law, rule, regulation or guideline regarding capital adequacy that applies to a Lender, or the interpretation thereof by any Governmental Authority. Capital Adequacy Rules include rules requiring financial institutions to maintain total capital in amounts based upon percentages of outstanding loans, binding loan commitments and letters of credit.

(iii) “ Capital Adequacy Rule Change ” means any change in any Capital Adequacy Rule occurring after the date of this Agreement, but does not include any changes in applicable requirements that at the date hereof are scheduled to take place under the existing Capital Adequacy Rules or any increases in the capital that a Lender is required to maintain to the extent that the increases are required due to a regulatory authority’s assessment of such Lender’s financial condition.

The initial notice sent by a Lender shall be sent after such Lender learns that its Return has been reduced, shall include a demand for payment of the amount necessary to restore such Lender’s Return through and including the quarter in which the notice is sent, and shall state in reasonable detail the cause for the reduction in such Lender’s Return and such Lender’s calculation of the amount of such reduction. Thereafter, a Lender may send a new notice during each fiscal quarter setting forth the calculation of the reduced Return for that quarter and including a demand for payment of the amount necessary to restore such Lender’s Return for that quarter. A Lender’s calculation in any such notice shall be conclusive and binding absent demonstrable error.

(i) the Administrative Agent determines, or the Required Lenders determine and advise the Administrative Agent (which determination shall be binding and conclusive on all parties), that deposits in Dollars (in the applicable amounts) are not being offered in the London interbank eurodollar market for such Interest Period; or

(ii) the Administrative Agent otherwise determines, or the Required Lenders determine and advise the Administrative Agent (which determination shall be binding and conclusive on all parties), that by reason of circumstances affecting the London interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate; or

(iii) the Administrative Agent otherwise determines, or the Required Lenders determine and advise the Administrative Agent (which determination shall be binding and conclusive on all parties), that the LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to the Lenders of maintaining or funding a Loan for such Interest Period, or that the making or funding of Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans;

then the Administrative Agent shall promptly notify the affected parties and the Administrative Borrower shall enter into good faith negotiations with each affected Lender in order to determine an alternate method to determine the LIBOR Rate for such Lender.

interpretation, implementation or administration thereof, or compliance by a Lender with any request or directive (whether or not having the force of law) of any such Governmental Authority, including any central bank or comparable agency or other regulatory body, should make it unlawful or, in the good faith judgment of the affected Lender, shall raise a substantial question as to whether it is unlawful, for such Lender to make, maintain or fund Loans, then (i) the affected Lender shall promptly notify the Administrative Borrower and the Administrative Agent, (ii) the obligation of the affected Lender to make Loans shall, upon the effectiveness of such event, be suspended for the duration of such unlawfulness, and (iii) the Borrowers shall prepay all applicable Loans of such Lender, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid.

(e) Procedures to Mitigate . If circumstances arise in respect of any Lender which would, or would upon the giving of notice, result in any liability of the Borrowers under Section 2.11 or this Section 2.12 then, without in any way limiting, reducing or otherwise qualifying the Borrowers’ obligations under Section 2.11 or this Section 2.12 , such Lender shall promptly, upon becoming aware of the same, notify the Administrative Agent and the Administrative Borrower thereof and shall, in consultation with the Administrative Agent and the Administrative Borrower and to the extent that it can do so without, in its reasonable judgment, disadvantaging itself, take such reasonable steps as may be available to it to mitigate the effects of such circumstances (including, without limitation, the designation of an alternate office or the transfer of its Loans to another office). If and so long as a Lender has been unable to take, or has not taken, steps reasonably acceptable to the Administrative Borrower and the Administrative Agent to mitigate the effect of the circumstances in question, such Lender shall be obliged, at the request of the Administrative Borrower or the Administrative Agent, to assign all its rights and obligations hereunder to another Person designated by the Administrative Agent, or the Administrative Borrower with the approval of the Administrative Agent (which shall not be unreasonably withheld or delayed), and willing to enter this Agreement in place of such Lender; provided that such Person satisfies all of the requirements of this Agreement, including, but not limited to, providing the forms and documents required by Section 8.12 and any such Person shall cover all costs incurred in connection with effecting such replacement.

Section 2.13. Funding Losses . Each Borrower hereby agrees that upon demand by any Lender (which demand shall be accompanied by a statement setting forth the basis for the calculations of the amount being claimed) such Borrower will indemnify such Lender against any loss or expense which such Lender may have sustained or incurred (including, without limitation, any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain Loans) or which such Lender may be deemed to have sustained or incurred, as reasonably determined by such Lender, (i) as a consequence of any failure by the Borrowers to make any payment when due of any amount due hereunder in connection with any Loans, or (ii) due to any failure of the Borrowers to borrow on a date specified therefor in a Notice of Borrowing. For this purpose, all notices under Section 2.2 shall be deemed to be irrevocable.

Section 2.14. Right of Lenders to Fund through Other Offices . Each Lender, if it so elects, may fulfill its agreements hereunder with respect to any Loan by causing a foreign branch or Affiliate of such Lender to make such Loan; provided , that in such event the obligation of the Borrowers to repay such Loan shall nevertheless be to such Lender and such Loan shall be deemed held by such Lender for the account of such branch or Affiliate.

Section 2.15. Discretion of Lenders as to Manner of Funding . Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain all or any part of its Loans in any manner it deems fit, it being understood, however, that for the purposes of this Agreement (specifically including, without limitation, Section 2.13 hereof) all determinations hereunder shall be made as if each Lender had actually funded and maintained each Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the appropriate LIBOR Rate for such Interest Period.

Section 2.16. Conclusiveness of Statements; Survival of Provisions . Determinations and statements of a Lender pursuant to Section 2.11 , 2.12 , or 2.13 shall be conclusive absent demonstrable error. Each Lender may use reasonable averaging and attribution methods in determining compensation pursuant to such Sections 2.11 , 2.12 , or 2.13 and the provisions of Sections 2.11 , 2.12 , and 2.13 and the obligations of the Borrowers thereunder shall survive termination of this Agreement.

Section 2.17. Protective Advances .

(a) The Administrative Agent hereby is authorized by each Borrower and the Lenders (but is not obligated to), from time to time in the Administrative Agent’s sole discretion, (i) after the occurrence of a Default or an Event of Default, or (ii) at any time that any of the other applicable conditions precedent set forth in Article III are not satisfied, to make advances to the Borrowers on behalf of the Lenders that the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations, or (C) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including Agent Expenses (any of the advances described in this Section 2.17(a) shall be referred to as “ Protective Advances ”), which Protective Advances shall bear interest at all times at the same rate as would be applicable during the continuation of an Event of Default to the Loans, whether or not an Event of Default then exists.

(b) All payments on the Protective Advances shall be payable to the Administrative Agent solely for its own account. The principal of and accrued unpaid interest on the Protective Advances shall be payable on demand from time to time, and shall be secured by the Agent’s Liens, not be subject to the pro rata payment provisions of this Agreement, and constitute Obligations hereunder. The provisions of this Section 2.17 are for the exclusive benefit of the Administrative Agent and the Lenders, and are not intended to benefit the Obligors in any way, and in no event shall a Borrower or any other Obligor be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

Section 2.18. Maximum Interest . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “maximum rate”). If any Secured Party shall receive interest hereunder in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if it exceeds such unpaid principal, refunded to the Administrative Borrower. In determining whether the interest contracted for, charged or received by a Secured Party exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 2.19. Defaulting Lenders . The failure of any Lender to fund a Loan or to otherwise perform its obligations hereunder (any Lender who fails to fund a Loan or to otherwise perform its obligations hereunder, a “ Defaulting Lender ”) shall not relieve any other Lender of its obligations, and no Lender shall be responsible for default by another Lender. The Lenders and the Administrative Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower or other Group Member) that, solely for purposes of determining a Defaulting Lender’s right to vote on matters relating to the Loan Documents and to share in payments, fees and Collateral proceeds thereunder, a Defaulting Lender shall not be deemed to be a “Lender” until all its defaulted obligations have been cured.

ARTICLE III

CONDITIONS OF LENDING

Section 3.1. Conditions Precedent to the Closing Date . The obligation of each Lender to make Loans on the Closing Date hereunder is subject to the satisfaction or due waiver of each of the following conditions precedent, in each case in form and substance satisfactory to the Administrative Agent:

(a) Certain Documents . The Administrative Agent shall have received on or prior to the Closing Date each of the following, each (in the case of clauses (i) through (iii), and (v) through (ix)) dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:

(i) This Agreement, the Notes (if requested by any Lender) and each of the other Loan Documents, including, without limitation, the Security Agreement, the Intellectual Property Security Agreements, the Intercompany Subordination and Payment Agreement, in each case fully executed and delivered by all parties thereto;

(ii) Copies of all ABL DIP Credit Documents, including copies of all executed counterparts thereof where applicable;

(iii) A certificate or certificates of the Secretary or an Assistant Secretary of each Obligor, attesting to and attaching (i) a complete and correct copy of the corporate resolution of such Person authorizing the execution, delivery and performance of each Loan Document to which such Person is a party, certified as of the Closing Date as being in full force and effect without modification, amendment or revocation, (ii) the names, titles and signatures of the officers of such Person authorized to execute and deliver Loan Documents, (iii) a complete and correct copy of each Constituent Document of such Person (as in effect on the Closing Date) that is on file with any Governmental Authority in the jurisdiction, of organization of such Person, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Person in such jurisdiction and (iv) a complete and correct copy of each other Constituent Document of such Person (as in effect on the Closing Date);

(iv) [Reserved];

(v) A certificate of a Responsible Officer to the effect that each condition set forth in this Section 3.1 and Section 3.2 has been satisfied;

(vi) The executed and favorable legal opinions of counsel for the Obligors addressing such matters as the Administrative Agent may reasonably request;

(vii) Evidence of general liability insurance, property, casualty and business interruption insurance, product liability insurance, directors’ and officers’ liability insurance, fiduciary liability insurance, and employment practices liability insurance, as well as insurance against larceny, embezzlement, and criminal misappropriation, in each case with respect to the insurance coverage required by Section 5.6 , together with additional insured / lender’s loss payee endorsements in favor of the Collateral Agent;

(viii) Copies of each of the Material Contracts, in form and substance satisfactory to the Administrative Agent in its sole discretion; and

(ix) Updates or modifications to the projected financial statements of the Borrowers and other Obligors previously received by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent;

(c) The absence, as of the Closing Date and after giving effect to all of the transactions contemplated hereby, including, without limitation, the payment of all Closing Date fees and expenses, of any Default or Event of Default under this Agreement or any default or violation (howsoever defined) under any other Material Contract of any Group Member (except for the filing, commencement and continuation of the Chapter 11 Cases and the events that customarily result from the filing, commencement and continuation of the Chapter 11 Cases (including any litigation resulting therefrom)).

(d) The Administrative Agent shall be satisfied that, subject only to the funding of any Revolving Loans hereunder, (i) the proceeds of the Revolving Loans are being applied in accordance with the provisions of Section 2.8 , and (ii) all Related Transactions shall have been consummated or shall be consummated simultaneously with the closing of the transactions contemplated hereunder.

(e) The Administrative Agent shall be satisfied with the corporate structure, ultimate ownership and management of the Obligors (it being agreed that the current structure corporate structure and ultimate ownership as disclosed by the Administrative Borrower and its Affiliates to the Administrative Agent on or prior to January 28, 2013, is acceptable) and the management of the Obligors (it being agreed that the current management of the Obligors as disclosed by the Administrative Borrower and its Affiliates to the Administrative Agent on or prior to January 28, 2013, is acceptable).

(f) Appropriate UCC financing statements, Intellectual Property records and other filings shall have been duly filed (or, in the case of Intellectual Property records, shall have been prepared for filing in form and substance satisfactory to the Administrative Agent and executed and delivered to the Administrative Agent) in such office or offices as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s first priority Liens in and to the Term and Revolving Loan Priority Collateral and second priority Liens in and

to the ABL DIP Credit Priority Collateral, and the Administrative Agent shall have received searches reflecting the filing of all such financing statements, records and filings (except for such Intellectual Property records as have been prepared and delivered to the Administrative Agent but not filed) and the absence of any Liens other than Permitted Liens and Liens for which the Administrative Agent has received releases, terminations, and such other documents as the Administrative Agent may, in its sole discretion, request to evidence and effectuate the termination and release of such Liens and the termination of the financing arrangements that any Borrower or any other Obligor may currently have in place giving rise to such Liens. The Collateral Agent, for the benefit of itself and the Secured Parties, shall hold perfected and first priority Liens in and to the Term and Revolving Loan Priority Collateral and perfected second priority Liens in and to the ABL DIP Credit Priority Collateral, including (i) all personal property other than titled vehicles with an aggregate fair market value not to exceed $200,000, and (ii) all fee owned Real Property owned by the Obligors, and the Administrative Agent shall have received such evidence of the foregoing as it requires.

(g) Payment by the Borrowers, on or prior to the Closing Date, of all fees and expenses owing and payable to the Agent, the Lenders and their respective Affiliates as of the Closing Date (including the Closing Fee) and, without duplication, all fees, expenses and other amounts payable set forth herein and costs and expenses incurred by the Agent, the Lenders, the Borrowers and/or their respective Affiliates in connection with the transactions contemplated hereby.

(h) [Reserved].

(i) Each Obligor shall have received all consents and authorizations required pursuant to any Material Contract with any other Person and shall have obtained all Permits of, and effected all notices to and filings with, any Governmental Authority, in each case, as may be necessary (i) in connection with continued operation of the business conducted by each Obligor in substantially the same manner as conducted prior to the Closing Date, or (ii) in connection with the consummation of the transactions contemplated in any Loan Document or Revolving Credit Document (including the Related Transactions). Each such consent, authorization and Permit shall be in full force and effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority or other applicable Person that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the ABL DIP Credit Documents or the Related Transactions. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Governmental Authority or other Person to take action to set aside its consent on its own motion shall have expired.

(j) The materials furnished to the Administrative Agent by the Obligors prior to and on the Closing Date, taken as a whole, shall have contained no misstatement of material fact and shall have omitted no material fact required to be stated in order to make the statements therein contained not misleading in light of the circumstances under which made. The Administrative Agent shall be reasonably satisfied that any financial statements and other financial information delivered to it by the Obligors fairly present the business and financial condition of the Obligors.

(k) The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

(l) An Acceptable Cash Management System shall have been entered into, and the Cash Management Accounts shall have been established, and all documentation relating to the foregoing shall have been executed and delivered to the Administrative Agent by all parties thereto.

(m) [ Reserved ]

(n) The Borrowers and the Administrative Agent shall have agreed upon an Approved Budget.

(o) The Borrowers shall have confirmed that the Prepetition Indebtedness (other than Intercompany Debt listed on Schedule 6.2 hereto) is not greater than $200,000,000 and that the aggregate outstanding principal amount under the Prepetition Term Loan Agreement is not less than $92,054,001.06.

(p) The Prepetition ABL Credit Lenders will have entered into ABL DIP Credit Documents acceptable to the Administrative Agent to provide the Borrowers with DIP financing that when combined with the obligations in respect of the Prepetition ABL Credit Documents will not exceed $175,000,000.

(q) The Chapter 11 Cases shall have been commenced and all of the “first day orders” and all related pleadings to be entered at the time of commencement of the Chapter 11 Cases or shortly thereafter shall have been provided in advance to the Administrative Agent and shall be satisfactory in form and substance to the Administrative Agent in its sole discretion.

(r) Such other items as the Administrative Agent or the Required Lenders shall reasonably require.

Section 3.2. Additional Conditions Precedent to each Loan . The obligation of each Lender to make a Loan on or after the Closing Date, shall be subject to the satisfaction of each of the following further conditions precedent as of such date:

(a) the representations and warranties contained in Article IV hereof shall be true and correct in all material respects (without duplication of any materiality qualifier contained herein) as though made on and as of such date (and each Borrower shall be deemed to have so made each such representation and warranty on and as of such date).

(b) no event shall have occurred, or would result from the making of the Loans or the ABL DIP Credit Loans or consummation of the transactions contemplated by the Loan Documents and the ABL DIP Credit Documents or the Related Transactions that, with the giving of notice or lapse of time or both, if required, constitutes, or would give rise to, a Default or an Event of Default.

(c) With respect to the making of a Revolving Loan (except with respect to the Initial Borrowing on the Closing Date), the Administrative Agent shall have timely received a Notice of Borrowing in compliance with the terms hereof and a certificate as to Availability.

(d) no injunction, writ, judgment, decree, restraining order, or other order of any nature shall have been issued and remain in force by any Governmental Authority or arbitrator against any Obligor, the Agent, any Lender or the ABL DIP Agent or any ABL DIP Credit Lender or letter of credit issuing bank prohibiting or restraining, directly or indirectly, and no other legal bar shall exist directly or indirectly to, the making of such Loans or the ABL DIP Credit Loans or the consummation of the Related Transactions.

(e) With respect to the making of a Revolving Loan (other than the Initial Borrowing on the Closing Date), there shall be no ABL DIP Credit Agreement Availability as projected on the line item “Excess ABL Availability After Reserves and Minimum Liquidity” in the most recently delivered thirteen-week cash flow forecast in the Approved Budget; provided, however, the Administrative Agent may charge the Revolving Loan account at any time to pay for the current cash payments of all fees and expenses payable to the Prepetition Term Loan Agent or the Prepetition Term Loan Lenders under the Prepetition Term Loan Documents (including, without limitation, the reasonable fees and disbursements of counsel, financial and other consultants for the Prepetition Term Loan Agent and Prepetition Term Loan Lenders, arising before or after the Petition Date) or any Obligations hereunder.

(f) The making of such Loan shall not violate any requirement of Applicable Law and shall not be enjoined, temporarily, preliminarily or permanently.

(g) No Material Adverse Effect shall have occurred, other than the filing, commencement and continuation of the Chapter 11 Cases, and the events that customarily result from the filing, commencement and continuation of the Chapter 11 Cases (including any litigation resulting therefrom).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Agent and the Lenders to enter into this Agreement and to make Loans, each Group Member represents and warrants to the Agent and the Lenders that:

Section 4.1. Existence and Power; Good Standing; Compliance with Law . Each Group Member is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and, except as set forth on Schedule 4.1 , is duly licensed or qualified to transact business in all jurisdictions where its assets are located, where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary and wherever otherwise necessary to carry out its business and operations. Upon entry of the DIP Order, each Group Member has all requisite power and authority, and the legal right, to conduct its business as currently and proposed to be conducted, to own, operate and pledge its properties and to execute and deliver, and to perform all of its obligations under, each of the Loan Documents and ABL DIP Credit Documents to which it is a party and to consummate the Related Transactions. Each Group Member is in compliance with all applicable Requirements of Law (including Requirements of Law relating to remittances, withholdings, source deductions and wages (including vacation pay and pension contributions)) and has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction over it or its properties, to the extent required for such ownership, operation, pledge or conduct of business. Schedule 4.1 hereto contains, as of the date hereof, (i) a complete and accurate list, for each jurisdiction in which any Group Member operates, of the Permits held by each Group Member with respect to such jurisdiction and (ii) a complete and accurate list of all Permits issued by a Governmental Authority and held by a Group Member with respect to such Group Member’s operations in any state or other jurisdiction generally.

Section 4.2. Authorization for Borrowings; No Conflict as to Law or Agreements . Subject to entry of the DIP Order, the execution and delivery by each Obligor of, and performance by such Obligor of its obligations under, each of the Loan Documents and ABL DIP Credit Documents to which it is a

party, and the Loans made hereunder, and the consummation of the Related Transactions, are within such Obligor’s corporate, limited liability company or similar entity powers, have been duly authorized by all necessary corporate, limited liability or similar entity action in respect of such Obligor and do not and will not (i) require any authorization, consent or approval by, or registration, declaration or filing (other than filing of financing statements and mortgages as contemplated hereunder) with, or notice to, any Governmental Authority, any holders of Equity Interests in such Obligor, or any other Person, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof, (ii) violate any Requirement of Law with respect to such Obligor or any of its Subsidiaries, (iii) conflict with or contravene such Obligor’s Constituent Documents, (iv) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such Obligor or any of its Subsidiaries is a party or by which it or its properties may be bound or affected (including the Loan Documents and the ABL DIP Credit Documents), or (v) result in, or require, the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by such Obligor or any of its Subsidiaries (other than as required under the Loan Documents in favor of the Collateral Agent and the Secured Parties, and as required under the ABL DIP Credit Documents).

Section 4.3. Legal Agreements . Subject to entry of the DIP Order, each of the Loan Documents and ABL DIP Credit Documents to which any Obligor is a party constitutes the legal, valid and binding obligation and agreement of such Obligor, enforceable against such Obligor in accordance with its terms.

Section 4.4. Group Members; Subsidiaries; Equity Interests . Set forth on Part A of Schedule 4.4 hereto is a complete and correct list of all the Group Members and all Subsidiaries and joint ventures of any of them, reflecting, for each such Person as of the date of this Agreement, its legal name, jurisdiction of organization, the number of shares or units of each class of Equity Interests authorized (if applicable), the number of shares or units of each class of Equity Interests outstanding on the Closing Date and the number and percentage of the outstanding shares or units of each such class of Equity Interests owned (directly or indirectly) by each Borrower and each Guarantor. All outstanding Equity Interests in each such Person have been validly issued, are fully paid and non-assessable (to the extent applicable) and, except in the case of Equity Interests issued by the Administrative Borrower, are owned beneficially and of record by an Obligor free and clear of all Liens other than the security interests created by the Loan Documents and the ABL DIP Credit Documents, any non-consensual Liens arising as a matter of law and permitted under Section 6.1 and, in the case of joint ventures, Permitted Liens. Except as provided in Part B of Schedule 4.4 , as of the Closing Date, there are no preemptive or other outstanding subscription or other rights, options, warrants, convertible interests, conversion rights, agreements to issue or sell or vote, phantom rights or powers of attorney other or similar agreements or understandings for the purchase or acquisition from any Group Member, or the voting, of any Equity Interests in any such Person or otherwise relating to the Equity Interests in any Group Member. Except as disclosed in Part C of Schedule 4.4 , in the five years preceding the Closing Date, no Obligor and no Subsidiary has acquired any substantial assets from any other Person nor been the surviving entity in a merger or combination.

Section 4.5. Financial Condition; No Adverse Change; No Restricted Payments . The Administrative Borrower has furnished to the Administrative Agent various documents, files, materials, correspondence and other information regarding the business of Borrower and its Subsidiaries, including, without limitation, the audited financial statements for the fiscal year ended April 28, 2012, the unaudited consolidating financial statements for the fiscal year ended April 28, 2012, the unaudited consolidated and consolidating financial statements for each fiscal month and fiscal quarter ended after April 28, 2012 through the Closing Date, and financial projections through April 30, 2016 (the “ Projections ”). All such

documents, files, materials, correspondence and information (other than the Projections) are complete and correct as to the subject matter thereof (taken as a whole) in all respects as of the date made available to the Administrative Agent, do not contain any misstatement of material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading, fairly present in all material respects the financial condition of the Administrative Borrower and its Subsidiaries on the dates thereof and the results of operations for the periods then ended (subject to year-end audit adjustments) and were prepared in accordance with GAAP. The Projections have been prepared in good faith based upon reasonable estimates and assumptions stated therein, which the Administrative Borrower has determined to be reasonable and fair in light of the then current conditions and facts. Since December 29, 2012, other than the filing, commencement and continuation of the Chapter 11 Cases, and the events that customarily result from the filing, commencement and continuation of the Chapter 11 Cases (including any litigation resulting therefrom), there has not occurred any event, development or circumstance or other change in fact, that could, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Since the Petition Date, no Group Member has directly or indirectly declared, ordered, paid or made, or set apart any sum or property for, any Restricted Payment or agreed to do so except as set forth on Schedule 4.5 or as permitted by Section 6.4 .

Section 4.6. Litigation . Other than the filing, commencement and continuation of the Chapter 11 Cases and any litigation resulting therefrom, there are no actions, investigations, suits, audits, claims, demands, orders, disputes or proceedings pending or, to the knowledge of any Group Member, threatened against or affecting any Group Member or the properties of any of them before any Governmental Authority, that in each case (i) seek injunctive or similar relief or a monetary recovery against any Group Member in excess of $50,000 or (ii) if adversely determined, could reasonably be expected to have a Material Adverse Effect; in each case, except as set forth and described in Schedule 4.6 .

Section 4.7. Margin Regulations . No Group Member has engaged in, or will engage in, the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loan or other extensions of credit hereunder will be used to purchase or carry any margin stock, or to extend credit to others for the purpose of purchasing or carrying any margin stock, in a manner that would result in a violation of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Section 4.8. Taxes . Each Group Member has paid or caused to be paid to the proper Governmental Authorities all federal or national, state or provincial, and local taxes, domestic or foreign, required to be paid by it. Each Group Member has duly filed with the appropriate Governmental Authority all federal or national, state or provincial, local income, franchise and other tax returns, reports and statements (the “ Tax Returns ”), domestic or foreign, required to be filed by it, all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Group Member in accordance with GAAP all of which are described in Schedule 4.8 .

Section 4.9. Titles and Liens; Letters of Credit . Each of the Group Members has good and absolute title to all properties and assets reflected as being owned by such Person in the latest consolidating balance sheets referred to in Section 4.5 (including good record and marketable fee simple title to all Owned Real Property and valid leasehold interests in all Leased Real Property), and each Group Member has good and absolute title to all properties pledged by it, or a Lien on which is granted by it, pursuant to any Loan Document, in each case free and clear of all Liens, except for Permitted Liens. In addition, no financing statement or other Lien notice or recordation naming any Group Member as debtor is on file in any office except to perfect only Permitted Liens and precautionary filings for leases

and consignments. The Collateral Agent has a valid, perfected, first-priority (subject only to Permitted Senior Liens) and enforceable security interest in and Lien on the Collateral. As of the date hereof, no Obligor is the account party under any letter of credit other than (x) as listed and described on Schedule 4.9 or (y) as may be issued pursuant to and under the ABL DIP Credit Agreement.

Section 4.10. Employee Benefits Plans . Schedule 4.10 identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or could reasonably be expected to occur with respect to an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, under Applicable Law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. As of the most recent date of release of the financial statements for each Controlled Group member, the liability of such Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions or has been fully insured. No changes have occurred that would cause a material increase in the cost of providing benefits under any ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Section 401(a) of the IR Code: (a) such ERISA Plan and any associated trust operationally comply in all respects with the applicable requirements of Section 401(a) of the IR Code; (b) such ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Section 401(b) of the IR Code (as extended under Treasury regulations and other Treasury pronouncements upon which taxpayers may rely); (c) such ERISA Plan and any associated trust have received a favorable determination or opinion letter from the IRS stating that such ERISA Plan qualifies under Section 401(a) of the IR Code, that the associated trust qualifies under Section 501(a) of the IR Code and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Section 401(k) of the IR Code, unless such ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) such ERISA Plan currently satisfies the requirements of Section 410(b) of the IR Code, without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to such ERISA Plan is subject to an excise tax under Section 4972 of the IR Code. With respect to any Pension Plan, there are no unfunded benefit liabilities as defined in Section 4001(a)(18) of ERISA and the “accumulated benefit obligation” with respect to such Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Section 4.11. Default; Affiliate Transactions; Material Contracts . Each Group Member is in compliance with all provisions of all material agreements, instruments, decrees and orders (including the Loan Documents and the ABL DIP Credit Documents) to which it is a party or by which it or its property is bound or affected. Each representation, warranty and certification made by each Group Member under the ABL DIP Credit Documents was true and correct when made or deemed made. Except as set forth on Part A of Schedule 4.11 , no Obligor has (i) any written agreements or binding arrangements of any kind with any Affiliate of any Obligor (except for another Obligor) or (ii) any management or consulting agreements of any kind. Part B of Schedule 4.11 contains a true, correct and complete list of all the Material Contracts (other than the Loan Documents and the ABL DIP Credit Documents) in effect as of the date hereof, and except as set forth on Part C of Schedule 4.11, all Material Contracts (including the Loan Documents and the ABL DIP Credit Documents) are in full force and effect and no defaults exist thereunder.

Section 4.12. Environmental Compliance . Each Group Member has obtained all Permits that are required under Environmental Laws at the facilities of such Group Member or any of its Subsidiaries or in connection with the operation of such facilities.

Except as disclosed in Schedule 4.12 , each Group Member complies, and all activities of each Group Member at its respective facilities comply, and has or have complied for the past five years, with all Environmental Laws and with all terms and conditions of any required Permits applicable to such Group Member with respect thereto.

Except as disclosed in Schedule 4.12 , each Group Member is in compliance with all limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws or contained in any plan, order, decree, judgment or notice of which such Group Member is aware.

Except as disclosed in Schedule 4.12 :

(i) no Group Member is aware of, nor has any Group Member received notice of, any events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent continued compliance with, or which may give rise to any Liability under, any Environmental Laws, and each Group Member has maintained an environmental management system for its and each of its Subsidiaries’ operations that demonstrates a commitment to environmental compliance and includes procedures for (a) preparing and updating written compliance manuals covering pertinent regulatory areas, (b) tracking changes in applicable Environmental Laws and modifying operations to comply with new requirements thereunder, (c) training employees to comply with applicable environmental requirements and updating such training as necessary, (d) performing regular internal compliance audits of each of its facility and ensuring correction of any incidents of non-compliance detected by means of such audits, and (e) reviewing the compliance status of off-site waste disposal facilities,

(ii) no Group Member is party to, and no Group Member is subject to or, with respect to any Real Property currently (or to the knowledge of any Group Member previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member, the subject of, any pending or threatened order, action, suit, proceeding, claim, written demand, dispute or notice of violation or of potential Liability or similar notice under or pursuant to any Environmental Law,

(iii) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of any Group Member and, to the knowledge of each Group Member, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such property,

(iv) no Group Member has caused or permitted to occur a Release of Hazardous Substances at, to or from any Real Property currently (or to the knowledge of any Group Member previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member and each such Real Property is free of contamination by any Hazardous Substances except for such Release or contamination that could not reasonably be expected to result in Environmental Liabilities of any Group Member,

(v) to the best of its knowledge, no Group Member nor any of its Subsidiaries has any unregistered underground storage tanks on or under any Real Property currently (or to the knowledge of any Group Member previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member that are subject to any Environmental Laws, including underground storage tank laws or regulations,

(vi) no Group Member nor any of its Subsidiaries owns a storage tank facility,

(vii) no Group Member (x) is or has been engaged in, or has permitted any current or former tenant to engage in, operations, or (y) knows of any facts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under CERCLA or similar Environmental Laws, that, in all cases in clause (x) or (y) above in the aggregate, could have a reasonable likelihood of resulting in material Environmental Liabilities, and

(viii) compliance with all requirements pursuant to or under Environmental Laws in effect on the date hereof.

Section 4.13. [Reserved] .

Section 4.14. Real Estate .

(a) As of the date hereof, Part A of Schedule 4.14(a) hereto contains a true, accurate and complete list of all Owned Real Property and all Leased Real Property, which schedule sets forth for each such Real Property the facility designation, the current street address (including, the county (or other relevant jurisdiction) and state), whether such Real Property is Owned Real Property or Leased Real Property, the record owner thereof (in the case of Owned Real Property) and, if applicable, the name of each landlord and tenant thereof. As of the date hereof, Part B of Schedule 4.14(a) hereto contains a true, accurate and complete list of all Leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting Owned Real Property or Leased Real Property in respect of which an Obligor is the landlord or sublessor.

(b) Except as specified on Part A of Schedule 4.14(b) hereto, each Lease affecting Owned Real Property or Leased Real Property in respect of which an Obligor is the tenant or subtenant is in full force and effect and no Obligor has knowledge of any default that has occurred and is continuing thereunder, and each such Lease constitutes the legally valid and binding obligation of the applicable Obligor, enforceable against such Obligor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

(i) Except as specified on Part B of Schedule 4.14(b) hereto, each Lease affecting Owned Real Property or Leased Real Property in respect of which an Obligor is the landlord or sublessor is in full force and effect and no Obligor has knowledge of any default that has occurred and is continuing thereunder, and each such Lease constitutes the legally valid and binding obligation of the applicable Obligor, enforceable against such Obligor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

(c) As of the date hereof, Schedule 4.14(c) hereto contains a true, accurate and complete list of each location at which Inventory or equipment is located, specifying the character thereof in each case.

Section 4.15. Deposit Accounts and Securities Accounts . Schedule 4.15 hereto is a complete and correct list of all of the Obligors’ deposit accounts and securities accounts as of the date of this Agreement, including, for each deposit account and securities account, (i) the name and contact details for the institution at which such account is maintained, (ii) the account name and number, and account type, and (iii) the purpose and use of such account.

Section 4.16. Labor Relations . No Group Member is aware that it is, or has within the last five years, engaged in any unfair labor practice. Except as set forth on Schedule 4.16A hereto, there is no unfair labor practice complaint or complaint of employment discrimination, or grievance or arbitration arising out of or under any collective bargaining agreement, pending against any Group Member, or, to the knowledge of the Group Members, threatened against any Group Member, before any Governmental Authority. There are no strikes, labor disputes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Group Member, threatened) against or involving any Group Member. As of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Group Member, (b) except as set forth on Schedule 4.16B hereto, no petition for certification or election of any such representative is existing or pending with respect to any employee of any Group Member, and (c) no such representative has sought certification or recognition with respect to any employee of any Group Member. The Administrative Borrower covenants and agrees that it shall advise the Administrative Agent in writing of its becoming aware of the occurrence of any of the foregoing events or circumstances arising subsequent to the Closing Date, promptly, and in any event within five Business Days of obtaining knowledge thereof.

Section 4.17. Relevant Jurisdictions . Schedule 4.17 identifies in respect of each Group Member as of the date hereof, its jurisdiction of formation or organization, the full address (including postal code or zip code) of its chief executive office and all places of business and, if different, the address at which the books and records of such Group Member are located, the address at which senior management of such Group Member are located and conduct their deliberations and make their decisions with respect to the business of such Group Member, all jurisdictions in which such Group Member has property, and the address from which the invoices and accounts of such Group Member are issued.

Section 4.18. Intellectual Property . Each Group Member owns or licenses all Intellectual Property that is necessary for the conduct of its businesses as currently conducted. All items of Intellectual Property that have been either registered, or in respect of which a registration application has been filed, by any Group Member, as at the Closing Date, are listed on Schedule 4.18 . Except as disclosed on Schedule 4.18 , to the knowledge of each Group Member, (a) the conduct and operations of the businesses of each Group Member do not, and have not been alleged in writing by any other Person to, infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property rights of any other Person and (b) no other Person has contested any right, title or interest of any Group Member in, or relating to, any Intellectual Property. In addition, except as disclosed on Schedule 4.18 , (x) there are no pending (or, to the knowledge of any Group Member, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any Group Member with respect to, (y) no judgment or order regarding any such claim has been rendered by any competent Governmental Authority, and no settlement agreement or similar contractual obligation has been entered into by any Group Member, with respect to, and (z) no Group Member knows of any valid basis for any claim based on, any such infringement, misappropriation, dilution, violation or impairment or contest. None of the items of Intellectual Property of the Group Members that is registered (or for which an application for registration is pending) in any jurisdiction other than the United States and Canada is, singly or as a whole, of more than de minimis value or necessary for the conduct of any Group Member’s business.

Section 4.19. Ownership . Schedule 4.19 identifies completely and accurately as at the Closing Date, to the best of the knowledge of the Responsible Officers of the Administrative Borrower, each Person that (a) Controls the Administrative Borrower or any Affiliate of the Administrative Borrower or (b) owns or controls more than 5.0% of the outstanding Equity Interests of the Administrative Borrower (each Person referred to in clause (a) or (b) above, a “ Control Person ”).

Section 4.20. Restrictions on Subsidiaries . No Subsidiary of any Group Member is subject to any instrument, contractual obligation or agreement imposing restrictions or limitations of a type prohibited by Section 6.6(c) or Section 6.9 .

Section 4.21. Insurance . The Group Members maintain insurance in accordance with the requirements of Section 5.6 , including, as of the Closing Date, pursuant to the insurance policies described on Schedule 4.21 , which Schedule sets forth in reasonable detail the name of the relevant insurance company, the type of policy, the coverage thereof and deductibles provided for therein, and the policy number. The insurance policies of the Group Members, pursuant to which such insurance is maintained, are valid and current, and subject to endorsements for the benefit of the Collateral Agent as required by Section 5.6 .

Section 4.22. Schedules . All of the information that is required to be scheduled to this Agreement is set forth on the Schedules attached hereto, is correct and accurate and does not omit to state any information material thereto.

Section 4.23. Anti-Terrorism Laws .

(a) No Group Member or Reporting Affiliate of a Group Member (in the case of Carson-Dellosa Publishing, LLC, to the best knowledge of the Administrative Borrower after due inquiry) is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. No Group Member or Reporting Affiliate of a Group Member (in the case of Carson-Dellosa Publishing, LLC, to the best knowledge of the Administrative Borrower after due inquiry) (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.

(b) No Group Member or Reporting Affiliate of a Group Member (in the case of Carson-Dellosa Publishing, LLC for purposes of clauses (C), (D), and (F) below, to the best knowledge of the Administrative Borrower after due inquiry), or to any Group Member’s knowledge, any of their respective agents acting or benefiting in any capacity in connection with the making of the Loans or the other transactions hereunder, is any of the following (each a “ Blocked Person ”): (A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (B) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (C) a Person with which any Agent or any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (D) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (E) a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (F) a Person who is affiliated with a Person listed above.

Section 4.24. [Reserved] .

Section 4.25. Surety Obligations . No Group Member is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as expressly permitted hereunder.

Section 4.26. Brokers . Except as disclosed on Schedule 4.26 , there are no brokerage commissions, finder’s fees or investment banking fees payable by any Group Member in connection with any transactions contemplated by the Loan Documents or the ABL DIP Credit Documents or the Related Transactions and each Obligor hereby jointly and severally indemnifies the Secured Parties against, and agrees that it will hold the Secured Parties harmless from, any claim, demand or liability for any such broker’s or finder’s fees alleged to have been incurred in connection herewith or therewith and any expenses (including reasonable fees, expenses and disbursements of counsel) arising in connection with any such claim, demand or liability.

Section 4.27. Burdensome Contracts . No Group Member is party or subject to any Restrictive Agreement, except (i) the Loan Documents and the ABL DIP Credit Documents, (ii) Restrictive Agreements with respect to specific property unencumbered to secure payment of particular Debt permitted hereby or to be sold pursuant to an executed agreement with respect to an asset Disposition permitted hereby, (iii) Restrictive Agreements evidencing restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in a Lease, or any other lease, license or similar agreement entered into in the ordinary course of business; provided that such restrictions are limited to the property secured by such Liens or the property subject to such Lease, lease, license or similar agreement, as the case may be, and (iv) as shown on Schedule 4.27 . No such Restrictive Agreement prohibits the execution, delivery or performance of any Loan Document or Revolving Credit Document by a Group Member.

Section 4.28. Not a Regulated Entity . No Group Member is (a) an “investment company” or a “person directly or indirectly controlled by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940; or (b) subject to regulation under any public utilities code or any other Applicable Law regarding its authority to incur Debt or grant Liens on its property.

Section 4.29. Payables Practices . Except to the extent subject to the automatic stay of Section 362 of the Bankruptcy Code, each Group Member has paid or discharged, or caused to be paid or discharged, when due (or, if earlier, prior to the date on which penalties attach thereto), (a) all taxes, assessments and governmental charges levied or imposed upon it or upon its income or profits, upon any properties belonging to it, (b) all federal, state, local and foreign taxes required to be withheld by it, and (c) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien or charge upon any of its properties; except, in each case, to the extent the amount, applicability or validity of any such tax, assessment, charge or claim was and is contested in good faith by appropriate proceedings diligently conducted and for which such Group Member, as applicable, set aside adequate reserves in accordance with GAAP.

Section 4.30. Criminal Charges . Other than as disclosed on Schedule 4.30 , no Group Member, or any officer, director, member, executive board member or similar function-holder of any Group Member, is or has been under investigation by a Governmental Authority for, or has been indicted, arrested, or convicted of, or has settled (with or without an admission of guilt) any charges relating to, any criminal offense (whether a felony, misdemeanor, or other crime).

Section 4.31. Commodity Hedging . Giving effect to the Loans and ABL DIP Credit Loans to be made on the Closing Date and the use of the proceeds thereof, no Obligor has any Commodity Hedging Obligations.

Section 4.32. Complete Disclosure . The Loan Documents do not, when taken as a whole, contain any untrue statement of a material fact, or fail to disclose any material fact necessary to make the statements contained therein not materially misleading. To the best of each Obligor’s knowledge, there is no fact or circumstance that any Obligor has failed to disclose to the Administrative Agent in writing that could reasonably be expected to have a Material Adverse Effect.

Section 4.33. Survival of Representations and Warranties . All representations and warranties made under this Agreement and the other Loan Documents shall survive, and not be waived by, the execution and delivery hereof by the Secured Parties, or any of them, any investigation or inquiry by any Secured Party, or the making of any Loan under this Agreement.

Section 4.34. Reorganization Matters.

(a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for (x) the motion seeking approval of the Loan Documents and the Interim Order and Final Order, (y) the hearing for the approval of the Interim Order, and (z) the hearing for the approval of the Final Order will be given. The Borrowers shall give on a timely basis as specified in the Interim Order or the Final Order, as applicable, all notices required to be given to all parties specified in the Interim Order or Final Order, as applicable.

(b) After the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed superpriority administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Borrowers now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in sections 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 726, or any other provision of the Bankruptcy Code or otherwise, as provided under section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, to the Carve-Out and, solely to the extent required by the Intercreditor Agreement, the ABL DIP Credit Obligations.

(c) After the entry of the Interim Order and pursuant to and to the extent provided in the Interim Order and the Final Order, the Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral, subject, as to priority only, to the Carve-Out and the ABL DIP Credit Priority Collateral.

(d) The Interim Order (with respect to the period prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order), as the case may be, is in full force and effect has not been reversed, stayed, modified or amended without the Agent’s and Lenders’ consent.

ARTICLE V

AFFIRMATIVE COVENANTS

From the date of this Agreement and thereafter until the Commitments are terminated or expire and the Loans and all other Obligations have been paid in full, unless the Required Lenders shall otherwise expressly consent in writing:

Section 5.1. Reporting Requirements . The Administrative Borrower (or any applicable Group Member) will deliver, or cause to be delivered, to the Administrative Agent, and the Administrative Agent will deliver, or caused to be delivered, to each Lender each of the following, which shall be in form and detail reasonably acceptable to the Required Lenders:

(a) as soon as available, and in any event within 90 days after the end of each fiscal year of the Administrative Borrower, annual financial statements of the Administrative Borrower and its Subsidiaries, prepared on a consolidated and consolidating basis, with the unqualified opinion of independent certified public accountants of recognized national standing selected by the Administrative Borrower and reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification, assumption or exception and without any qualification or exception as to the scope of such audit; provided that the financial statements required by this Section 5.1(a) in respect of the fiscal year ending April 27, 2013 may contain a “going concern” or like qualification or exception relating solely to the commencement of the Chapter 11 Cases, and not resulting from a limitation of scope or the failure of such financial statements to present fairly, in all material respects, the financial position, results of operations, or cash flow of the Administrative Borrower and its subsidiaries in accordance with GAAP) to the effect that such financial statements present fairly in all material respects the financial condition, cash flow and results of operations of the Administrative Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, accompanied by any management letter, audit report or similar letter or report prepared by said accountants in connection with such financial statements or any audit thereof; which annual financial statements shall include the balance sheets of the Administrative Borrower and its Subsidiaries as at the end of such fiscal year and the related statements of income, retained earnings, cash flows and shareholder’s equity of the Administrative Borrower and its Subsidiaries for the fiscal year then ended, all in reasonable detail in form acceptable to Agent and prepared in accordance with GAAP;

(b) (i) as soon as available, and in any event within 30 days after the end of each fiscal month of the Administrative Borrower, internally prepared financial statements of the Administrative Borrower and its Subsidiaries and Business Segment Financial Statements and other operational and financial reporting required by the Administrative Agent, in each case in form and substance acceptable to the Administrative Agent, prepared on a consolidated and consolidating basis, as at the end of and for such month and for the year-to-date period then ended, in reasonable detail in form acceptable to the Administrative Agent, and the figures for the corresponding date and periods in the previous year on a monthly and year-to-date basis and for the corresponding date and periods in the then-applicable operating plan and projections delivered pursuant to Section 5.1(c) , all prepared in accordance with GAAP, subject to year-end audit adjustments and the addition of footnotes, in each case accompanied by an analysis of material factors affecting the period and an MD&A of such financial statements for (w) the Administrative Borrower and its Subsidiaries on a consolidated basis, (x) the Accelerated Learning Business, (y) the Educational Resources Business, and (z) the Delta Business; (ii) as soon as available, and in any event within 45 days after the end of each fiscal quarter of the Administrative Borrower, internally prepared financial statements of the Administrative Borrower and its Subsidiaries and Business Segment Financial Statements in form and substance acceptable to the Administrative Agent, prepared on a consolidated and consolidating basis, as at the end of and for such quarter and for the year-to-date period then ended, in reasonable detail in form acceptable to the Administrative Agent, and the figures for the corresponding date and periods in the previous year on a quarterly and year-to-date basis and for the corresponding date and periods in the then-applicable operating plan and projections delivered pursuant to Section 5.1(c) , all prepared in accordance with GAAP, subject to year-end audit adjustments and the addition of footnotes, in each case accompanied by an analysis of material factors affecting the period and an MD&A of such financial statements for (w) the Administrative Borrower and its Subsidiaries on a consolidated basis, (x) the Accelerated Learning Business, (y) the Educational Resources Business, and (z) the Delta Business and (iii) as soon as available, and in any event within 30 days after the end of each fiscal month of the Administrative Borrower, an updated six-month consolidated balance sheet, income statement and statement of cash flow of the Administrative Borrower and its Subsidiaries and income statements by Business Segment for the succeeding six-month period in form and substance satisfactory to the Administrative Agent, in its sole discretion.

(c) as soon as available, and in any event no later than May 30 of each fiscal year of the Administrative Borrower, a consolidated operating plan and projections for each of the Business Segments for the subsequent fiscal year, prepared on a monthly basis, which have been approved by the Administrative Borrower’s board of directors (or equivalent body), in the same form as submitted to such board of directors or equivalent body and accompanied by such supporting calculations as may be requested by the Agent, and which present a good faith opinion as of the date made as to such projections, valuations and pro forma conditions and results, and as soon as available, and in any event no later than July 31 of each fiscal year, a copy of the annual auditor’s report to the board of directors (or equivalent body); and as soon as available and in any event no later than October 31st of each fiscal year (but not prior to October 15th of such fiscal year) a reforecast of the previously delivered operating plan and projections for the businesses of the Administrative Borrower and its Subsidiaries as at June 30th of such year, which presents a good faith opinion as of the date made as to such projections, valuations and pro forma conditions;

(d) together with delivery of the financial statements described in Sections 5.1(a) and (b) , a Compliance Certificate of the Chief Financial Officer of the Administrative Borrower stating (i) that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the financial conditions, cash flow and results of operations of the Administrative Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject, in the case of financial statements described in Section 5.1(b) , to normal year-end audit adjustments and the addition of footnotes, (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder not theretofore reported and, if so, stating in reasonable detail the facts with respect thereto, and (iii) all relevant facts in reasonable detail to evidence, and the computations as to, whether the Administrative Borrower and its Subsidiaries are in compliance with the requirements set forth in Sections 6.1 , 6.2 , 6.3 , 6.4 , 6.5 , 6.12 and 6.16 ;

(e) together with each Compliance Certificate delivered pursuant to Section 5.1(d) above, a certificate, each in form and substance satisfactory to the Administrative Agent, by a Responsible Officer that (i) the information provided on Schedules 4.4 , 4.6 , 4.11 , 4.12 , 4.14 , 4.15 , 4.18 , 4.19 , 4.21 and 4.30 (or on updated schedules attached to such certificate, or the most recent updated schedules delivered pursuant to this clause (e)) is correct and complete in all material respects as of the date of such Compliance Certificate, (ii) the Obligors have delivered all documents (including updated schedules as to locations of Collateral and acquisition of Intellectual Property or Real Property) they are required to deliver pursuant to any Loan Document on or prior to the date of delivery of such Compliance Certificate, (iii) complete and correct copies of all documents modifying any term of any (A) Constituent Document of any Group Member or any Subsidiary or joint venture thereof on or prior to the date of delivery of such Compliance Certificate, and (B) Revolving Credit Document or other Material Contract, in each case, have been delivered to the Administrative Agent or are attached to such certificate;

(f) together with each Compliance Certificate delivered pursuant to clause (d) above, a discussion and analysis of the financial condition and results of operations of the Group Members for the portion of the fiscal year then elapsed and discussing the reasons for any significant variations from (i) the projections for such period delivered pursuant to clause (c) above, and (ii) the figures for the corresponding period in the previous fiscal year;

(g) together with each delivery of annual financial statements pursuant to clause (a) above, each in form reasonably satisfactory to the Administrative Agent and certified as complete and correct by a Responsible Officer as part of the Compliance Certificate delivered in connection with such financial statements, a summary of all material insurance coverage maintained as of the date thereof by any Group Member, together with such other information as the Administrative Agent may reasonably require;

(h) together with each delivery of annual financial statements pursuant to Section 5.1(a) above and each delivery of monthly and quarterly financial statements pursuant to Section 5.1(b) above, (i) a listing of government contracts of any Obligor subject to the Federal Assignment of Claims Act of 1940; and (ii) a list of any applications for the registration of any Intellectual Property filed by any Obligor with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in the prior fiscal year or month, as applicable;

(i) as soon as possible, but in any event no later than three Business Days, after an officer of any Group Member obtains knowledge thereof, a notice of any written information, exhibit, or report furnished to the Administrative Agent or the Lenders having contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made (provided, that any such notification pursuant to this clause (i) will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto);

(j) as soon as possible, but in any event no later than three Business Days, after the commencement of, or any material developments in, any action, investigation, suit, proceeding, audit, claim, demand, order or dispute with, by or before any Governmental Authority affecting any Group Member, or any officer, director, member, executive board member or similar function-holder of any of them, or any property of any Group Member, of the type described in Section 4.6 or which (i) seeks injunctive or similar relief or a monetary recovery against any Group Member in excess of $200,000 or (ii) if adversely determined, could reasonably be expected to have a Material Adverse Effect, notice of such commencement or development, together with a statement by a Responsible Officer setting forth reasonable detail thereof;

(k) as soon as possible, but in any event no later than two Business Days, after an officer of any Group Member obtains knowledge of the occurrence of a Default or Event of Default or default or event of default hereunder or under any Material Contract, or of the termination of any Material Contract, notice of such occurrence or termination, together with a detailed statement by a Responsible Officer setting forth the steps being taken by the Administrative Borrower or its Subsidiaries to cure the effect of any such Default or Event of Default or default or event of default;

(l) as soon as possible, but in any event no later than three Business Days, after an officer of any Group Member obtains knowledge of the occurrence of any event, or the existence of any circumstance, that would reasonably be expected to have a Material Adverse Effect, notice of such occurrence or existence, together with a detailed statement by a Responsible Officer setting forth the nature and anticipated effect thereof and any action proposed to be taken in connection therewith;

(m) as soon as possible, but in any event no later than five Business Days, after an officer of any Group Member obtains knowledge of the occurrence of any event reasonably expected to result in a mandatory payment of the Obligations pursuant to Section 2.9 , notice of such occurrence, together with a detailed statement by a Responsible Officer setting forth, in the case of a transaction, the material terms and conditions of such transaction, and in any case estimating the Net Cash Proceeds thereof, if any;

(n) as soon as possible, but in any event no later than five Business Days, after (i) any Group Member knows or has reason to know that any Reportable Event with respect to any ERISA Plan has occurred, the statement of a Responsible Officer setting forth details as to such Reportable Event and the action which the Administrative Borrower or its Subsidiaries propose to take with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC, (ii) any Group Member fails to make any quarterly contribution required with respect to any ERISA Plan under the IR Code, as amended, the statement of a Responsible Officer setting forth details as to such failure and the action which the Administrative Borrower or its Subsidiaries propose to take with respect thereto, together with a copy of any notice of such failure required to be provided to the PBGC, (iii) the commencement of any material labor dispute to which any Group Member is or may become a party, including any strikes, lockouts or other disputes relating to any of such Person’s plants and other facilities, or the incurrence by any Group Member of any Worker Adjustment and Retraining Notification Act or related or similar liability incurred with respect to the closing of any plant or other facility of any such Person, the statement of a Responsible Officer setting forth details as to such dispute or liability and the action which the Administrative Borrower or its Subsidiaries propose to take with respect thereto;

(o) as soon as possible, but in any event no later than five Business Days, after (i) any Group Member knows or has reason to know thereof, notice of (A) unpermitted Releases, (B) the receipt by any Group Member of any notice of violation of or potential Liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or Liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, written demand, dispute alleging a violation of or Liability under any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C), if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in aggregate Environmental Liabilities, collectively for all such Environmental Liabilities, in excess of $200,000, or resulting, in the aggregate, in Environmental Cash Expenses in excess of $200,000 in any fiscal year of the Administrative Borrower, in each case net of Environmental Reimbursements in respect of such Environmental Liabilities, (ii) the receipt by any Group Member of notification that any property of any Group Member is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities, notice thereof together with a copy of such notification, and (iii) any Group Member knows or has reason to know that any proposed acquisition or lease, license or other occupancy of Real Property has a reasonable likelihood of resulting in Environmental Liabilities, notice thereof together with the statement of a Responsible Officer setting forth details as to such transaction and such Environmental Liabilities;

(p) as soon as possible, but in any event no later than three Business Days, after any Group Member knowing or having reason to know thereof, notice of the violation by any Group Member of any Applicable Law that could have a Material Adverse Effect;

(q) as soon as possible, but in any event no later than two Business Days, after any Group Member knowing or having reason to know thereof, notice of (a) the creation, or filing with the Internal Revenue Service or any other Governmental Authority, of any contractual obligation or

other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Group Member and (b) the creation of any contractual obligation of any Group Member, or the receipt of any request directed to any Group Member, to make any adjustment under Section 481(a) of the IR Code, by reason of a change in accounting method or otherwise;

(r) as soon as possible, but in any event no later than one Business Day, after their distribution, copies of all (i) press releases concerning material developments in the business of the Group Members, (ii) financial statements, reports, proxy statements and other communications which the Administrative Borrower, any other Group Member, shall have sent to (x) its shareholders or any other stakeholders (including, without limitation, holders of Debt) or (y) the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any securities exchange or any Governmental Authority exercising similar functions;

(s) as soon as possible, but in any event no later than three Business Days, after execution, receipt or delivery thereof, copies of any notices, demands, statements, certificates, reports, valuations, appraisals, Borrowing Base Certificates or other communications or documents that any Obligor executes, receives or delivers in connection with any ABL DIP Credit Documents or other Material Contracts; provided , that each Borrowing Base Certificate delivered by the Borrowers shall have at least the level of detail as, and shall reflect a calculation of the borrowing base using a methodology consistent with, the Borrowing Base Certificate delivered as of the Closing Date;

(t) as soon as possible, but in no event later than one Business Day, after any Group Member knowing or having reason to know thereof, notice of any reduction in the value of any Inventory, equipment, Real Property or other Collateral due to loss, damage, sale, transfer or other Disposition or conveyance (including, without limitation, by eminent domain or similar process) that could have a Material Adverse Effect;

(u) as soon as possible, but in any event no later than five Business Days, after management of any Group Member obtains knowledge thereof, the identity of each Person that obtains ownership or control of more than 5.0% of the outstanding Equity Interests of the Administrative Borrower;

(v) promptly, upon request of the Administrative Agent, a written statement duly acknowledged by the Borrowers setting forth the outstanding principal balance of the Revolving Loans and stating whether any offsets or defenses exist against the Obligations (whether or not any Borrower is entitled to utilize or rely on such offsets or defenses pursuant to the terms of this Agreement and the other Loan Documents);

(w) copies of all public filings made by any Group Member;

(x) such other information respecting the financial or other condition, and results of operations, of any Group Member, or the Collateral, as the Administrative Agent or the Required Lenders may from time to time reasonably request, including without limitation backup calculations for each Borrowing Base Certificate in at least the level of detail provided by the Borrowers to the ABL DIP Agent;

(y) (i) two Business Days prior to the Closing Date, the initial Approved Budget; (ii) no later than five Business Days prior to the beginning of each fiscal month (with the first such delivery date being February 25, 2013), an updated thirteen-week cash flow forecast for the succeeding

thirteen-week period in form and substance satisfactory to the Administrative Agent, in its sole discretion, which, upon acceptance by the Administrative Agent, shall become the thirteen-week cash flow forecast in the Approved Budget, and (iii) on or before 12:00 p.m. New York, New York time on the third Business Day following the end of each fiscal week (with the first such delivery date being February 6, 2013), a Variance Report, in form and substance satisfactory to the Administrative Agent, in its sole discretion, together with a certificate substantially in the form of Exhibit B jointly from the chief financial officer and chief restructuring officer as to the compliance with the requirements under Section 6.31.

(z) copies of all monthly reports, projections, or other information respecting Administrative Borrower’s or any of its Subsidiaries’ business or financial condition or prospects as well as all pleadings, motions, applications and judicial information filed by or on behalf of the Borrowers with the Bankruptcy Court or provided by or to the U.S. Trustee (or any monitor or interim receiver, if any, appointed in any Chapter 11 Case) or the Committee, at the time such document is filed with the Bankruptcy Court, or provided by or to the U.S. Trustee (or any monitor or interim receiver, if any, appointed in any Chapter 11 Case) or the Committee.

(aa) monthly at reasonable times upon the request of the Agent, confirmation of availability for, and arrange for, the chief executive officer, chief financial officer and chief restructuring officer and other members of management of the Borrowers to participate in a call with the Agent and the Lenders to discuss matters relating to the Borrowers.

(bb) (i) As soon as possible, but in any event no later than five Business Days after the Closing Date, a list describing (x) any actual or threatened termination, cancellation or limitation of, or modification to or change in, the business relationship, or any supply, sales or other agreement between (i) any Group Member, on the one hand, and any customer or any group thereof, on the other hand, whose agreements with any Group Member are individually or in the aggregate material to the business or operations of such Group Member, or (ii) any Group Member, on the one hand, and any supplier or any group thereof, on the other hand, whose agreements with any Group Member are individually or in the aggregate material to the business or operations of such Group Member and (y) the amount of revenues or purchases of the Group Members from such customer and/or supplier in the prior fiscal year, and (ii) as soon as possible, but in any event no later than one Business Day after any Group Member’s knowledge of any such actual or threatened termination, cancellation, limitation, modification or change, a notice to the Administrative Agent describing the same and the amount of revenues or purchases of the Group Members from such customer and/or supplier in the prior fiscal year.

Section 5.2. Books and Records; Inspection and Examination; Appraisals .

(a) Each Obligor will, and will cause each of its Subsidiaries to, (i) keep accurate books of record and account for itself pertaining to its business, financial condition, financial transactions, assets and liabilities, and such other matters as the Administrative Agent may from time to time request, in which true and complete entries in all material respects will be made in accordance with GAAP consistently applied; (ii) upon the request of and reasonable notice by the Administrative Agent to the Administrative Borrower (which notice shall not be required during the continuance of an Event of Default), permit any officer, employee, attorney, agent, consultant, advisor or accountant of the Administrative Agent to audit, review, make extracts from or copy any and all of any Obligor’s corporate (and similar), financial, operating and other books and records at all reasonable times during ordinary business hours (at the Borrowers’ expense) and to discuss its affairs with any of its directors, officers, employees, attorneys, consultants, advisors or agents (collectively, a “ Field Review ”); provided that , so long as no Event of Default has

occurred and be continuing, the Administrative Agent shall be limited to two such Field Reviews during any twelve consecutive month period; and (iii) permit the Administrative Agent or its employees, accountants, attorneys, consultants, advisors or agents, to examine and inspect any of its property at any time during ordinary business hours upon reasonable advance notice (which notice shall not be required during the continuance of an Event of Default), and to communicate directly with any registered certified public accountants (including the Group Members’ accountants). Upon prior notice to the Administrative Borrower, each Group Member shall authorize its respective registered certified public accountants to communicate directly with the Administrative Agent and to disclose to the Administrative Agent all financial statements and other documents and information as they might have and the Administrative Agent requests with respect to any Group Member.

(b) Without limitation of the provisions of Section 5.2(a) , each Obligor will cooperate with the Administrative Agent in order to enable the Administrative Agent (or one or more third-parties engaged by the Administrative Agent) to complete collateral appraisals, examinations and audits of the Obligors’ Inventory, Accounts, financial books and records and fixed assets as deemed necessary at any time and from time to time in the Administrative Agent’s Permitted Discretion. The Borrowers shall reimburse the Administrative Agent for all reasonable costs and expenses associated with any such appraisals, examinations and/or audits, including, without limitation, the Administrative Agent’s customary per diem charges for any employees, agents, consultant or advisors of the Administrative Agent conducting such appraisals, examinations and audits; provided , that , unless a Default or Event of Default has occurred, the Borrowers shall not be obligated to reimburse the Administrative Agent for more than one appraisal for each type of Collateral (including, without limitation, any such appraisal with respect to each of Accounts, Inventory, Real Property and equipment) during any twelve consecutive month period commencing after the Closing Date.

Section 5.3. Compliance with Laws . Except as otherwise permitted by the Bankruptcy Code or pursuant to any order of the Bankruptcy Court, which order shall be in form and substance acceptable to the Administrative Agent, each Obligor will, and will cause each of its Subsidiaries to, (a) comply in all material respects with all Requirements of Law, including without limitation Environmental Laws, (b) use and keep its assets, and require that others use and keep its assets, only for lawful purposes, without violation of any material Applicable Law, or any Applicable Law the violation of which could have a Material Adverse Effect.

Section 5.4. Payment of Taxes and Other Claims; Environmental Compliance Payments . Except to the extent subject to the automatic stay of Section 362 of the Bankruptcy Code, each Obligor will, and will cause each of its Subsidiaries to, pay or discharge, or cause to be paid or discharged, when due (or, if earlier, prior to the date on which penalties attach thereto or the obligee thereof may exercise remedies under or in respect of any Lien securing such amounts), (a) all taxes, assessments and governmental charges levied or imposed upon it or upon its income or profits, upon any properties belonging to it, (b) all federal, state, local and foreign taxes required to be withheld by it, and (c) all lawful claims for labor, materials, services and supplies which, if owing or unpaid, might by law become a Lien or charge upon any of its properties (including without limitation any claim that might result in a Lien of the types described in clause (c) of the definition of Permitted Liens); provided that , no Obligor shall be required to pay any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings diligently conducted and for which such Obligor, as applicable, has set aside adequate reserves in accordance with GAAP, provided that no exercise of remedies under or in respect of any Lien securing such amounts shall have been commenced, and provided further that any Lien that arises or may exist in respect thereof is a Permitted Lien.

Section 5.5. Maintenance of Properties; Material Contracts .

Except to the extent subject to the automatic stay of Section 362 of the Bankruptcy Code, excused by the Bankruptcy Code, or caused by the filing, commencement and continuation of the Chapter 11 Cases and effect thereof (including any litigation resulting therefrom), each Obligor will, and will cause each of its Subsidiaries to, keep and maintain all of its properties necessary or useful in its business in good condition, repair and working order (normal wear and tear excepted); provided , however , that nothing in this Section 5.5 shall prevent any Group Member from discontinuing the operation and maintenance of any of its properties if such discontinuance is, in the reasonable judgment of such Group Member, desirable in the conduct of its business and not disadvantageous in any respect to the Secured Parties.

(a) Except to the extent subject to the automatic stay of Section 362 of the Bankruptcy Code, excused by the Bankruptcy Code, or caused by the filing, commencement and continuation of the Chapter 11 Cases and effect thereof (including any litigation resulting therefrom), each Obligor will, and will cause each of its Subsidiaries to, maintain in full force and effect all Material Contracts (and in furtherance thereof to fulfill of its obligations thereunder), in each case necessary or useful for the conduct of its businesses as presently conducted.

Section 5.6. Insurance . Each Obligor will, and will cause each of its Subsidiaries to, at the Group Members’ expense, (i) maintain in full force and effect insurance respecting each of the Group Members and their assets wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarily are insured against by other Persons engaged in the same or similar businesses, (ii) maintain in full force and effect (with respect to each of the Group Members) business interruption insurance, general liability insurance, product liability insurance, directors’ and officers’ liability insurance, fiduciary liability insurance, and employment practices liability insurance, as well as insurance against larceny, embezzlement, and criminal misappropriation, and (iii) if at any time the area in which any Real Property encumbered by a Mortgage is located is designated (1) a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and if available in the community in which the Real Property is located, obtain flood insurance in such total amount as the Collateral Agent may from time to time require, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time, or (2) a “Zone 1” area, obtain earthquake insurance in such total amount as the Collateral Agent may from time to time require. All such policies of insurance shall be with responsible, financially sound and reputable insurance companies acceptable to the Administrative Agent and in such amounts, and subject to such deductibles, as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and in any event in amount, adequacy and scope reasonably satisfactory to the Administrative Agent. All property insurance policies covering the Term and Revolving Loan Priority Collateral shall be made payable first to the Collateral Agent for the benefit of the Secured Parties and, secondarily, to the ABL DIP Agent for the benefit of the ABL DIP Credit Lender and all property insurance policies covering the ABL DIP Credit Priority Collateral shall be made payable first to the ABL DIP Agent for the benefit of the ABL DIP Credit Lender and, secondarily, to the Agent for the benefit of the Secured Parties, and all in case of loss, pursuant to a standard loss payable endorsement (notwithstanding a breach of the policy by the insured party) with a standard non-contributory “lender” or “secured party” clause and shall contain such other provisions as the Administrative Agent may require to fully protect the Secured Parties’ interest in the Collateral and in any payments to be made under such policies. All certificates of property insurance in respect of the Collateral and general liability insurance are to be delivered to the Collateral Agent, with loss payable or mortgagee (in respect of Collateral) and additional insured endorsements in favor of the Collateral Agent for the benefit of the Secured Parties, subject to the Intercreditor Agreement, and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to the

Administrative Agent of the exercise of any right of cancellation. If any Group Member fails to maintain such insurance, the Administrative Agent may arrange for such insurance, but at the Borrowers’ expense and without any responsibility on the Administrative Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence of an Event of Default, the Collateral Agent shall have the sole right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies, subject to the rights of the ABL DIP Agent under the Intercreditor Agreement.

Section 5.7. Preservation of Existence . Each Borrower will, and will cause each of its Subsidiaries (subject to Section 6.7 ) to, preserve and maintain its corporate or limited liability company (or other organizational) existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business, and conduct its business in an orderly, efficient and regular manner.

Section 5.8. Subsidiaries . At the time that any Group Member forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Group Member shall (a) at the time of such formation or acquisition (or such later date as permitted by the Administrative Agent in its sole discretion) cause any such new Subsidiary (unless it is a CFC (as defined in the Security Agreement) and to the extent that the taking of the actions described below with respect to such Subsidiary would result in adverse tax consequences to any of the Group Members) to provide to the Administrative Agent a joinder and supplement to this Agreement substantially in the form of Exhibit C (each, a “ Guaranty Supplement ”), pursuant to which such Subsidiary shall agree to join as a Guarantor of the Obligations under Article IX and as an Obligor under this Agreement, a joinder to the Security Agreement, together with all other security documents (including Mortgages and other items in accordance with Section 5.11 and Section 5.14 with respect to any Real Property owned in fee of such new Subsidiary and any Leased Real Property of such Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance satisfactory to the Administrative Agent, sufficient to grant the Collateral Agent a first priority Lien (subject to Permitted Senior Liens) in and to the property of such newly formed or acquired Subsidiary, together with title insurance policies, Surveys, environmental reports, flood determinations, evidence of flood insurance (if applicable), landlord’s waivers, certified resolutions and other Constituent Documents, opinions, and other documents as may be requested by the Agent, (b) at the time of such formation or acquisition (or such later date as permitted by the Administrative Agent in its sole discretion) provide to the Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interests and other Equity Interests owned by the Obligors in such new Subsidiary reasonably satisfactory to the Administrative Agent (provided that if such Subsidiary is a CFC (as defined in the Security Agreement) and to the extent that a pledge of more than 65% of the outstanding voting Equity Interests in such Subsidiary would result in adverse tax consequences to any of the Group Members, no more than 65% of the outstanding voting Equity Interests in such Subsidiary shall be required to be so pledged), and (c) at the time of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property with a value in excess of $200,000 owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.8 shall be a Loan Document. Nothing contained in this Section 5.8 shall permit the formation or acquisition of a Subsidiary to the extent not permitted by, or to the extent prohibited elsewhere in, this Agreement or any other Loan Document.

Section 5.9. Permits . Each Group Member will, and will cause each of its Subsidiaries to, obtain all Permits that are required under Applicable Law or under contract to continue to operate the business of the Group Members as currently operated, or that are otherwise required by the Administrative Agent, and in furtherance thereof to make all necessary or appropriate filings with, and give all required notices to, Government Authorities in respect thereof.

Section 5.10. Lender Group Meetings . The Administrative Borrower will (and will cause key management of each Group Member to), within 30 days after any request of the Administrative Agent, hold a meeting (at a mutually agreeable location and time or, at the option of the Agent, by conference call) with all Secured Parties who choose to attend such meeting, at which meeting shall be reviewed the financial results and financial condition of the Group Members and such other matters as the Administrative Agent may reasonably request; provided , that , unless a Default or Event of Default exists, no more than two such meetings shall be required, and in addition thereto, no more than two such lender calls, during any twelve consecutive month period commencing after the Closing Date.

Section 5.11. Real Estate .

(a) From and after the date hereof, in the event that (i) any Borrower or other Obligor acquires (x) in fee, any Real Property with a value in excess of $200,000, or (y) by lease, any Real Property in connection with which the gross rental payments are in excess of $100,000 annually and for which the term of the leasehold (giving effect to any renewals and extensions at the option of the Obligors) is two years or longer, or (ii) at the time any Person becomes a Borrower or other Obligor, such Person owns or holds any Real Property (excluding any Real Property in respect of which the Administrative Agent determines, in its sole discretion, that the provision of a Mortgage (any such Real Property not so excluded, an “ Additional Mortgaged Property ”)), the Administrative Borrower shall grant (or cause the relevant Obligor to grant), within 30 days (subject to extension by the Administrative Agent in the Administrative Agent’s sole discretion) after such Person acquires or holds such Real Property or becomes an Obligor, as the case may be, a security interest in and Mortgage on such Additional Mortgaged Property mutatis mutandis , in respect of such Additional Mortgaged Property as the Administrative Agent may require.

(b) Except to the extent subject to the automatic stay of Section 362 of the Bankruptcy Code or excused by the Bankruptcy Code, each Obligor shall make all payments and otherwise perform all obligations in respect of all Leases to which the Obligor or any of its Subsidiaries is a party, keep such Leases in full force and effect and not allow such Leases to lapse or be terminated or any rights to renew such Leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such Leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so.

Section 5.12. Deposit Accounts and Securities Accounts; Cash Management .

(a) Each Obligor shall maintain its deposit accounts and securities accounts in a manner satisfactory to the Administrative Agent, subject to an acceptable cash management system that provides the Collateral Agent with perfection of its Lien on and in the funds on deposit in any deposit account under the UCC pursuant to Control Agreements and is otherwise as set forth on Schedule 5.12 , as such Schedule may be updated from time to time by the Administrative Agent in its sole discretion (the “ Acceptable Cash Management System ”). Prior to any Obligor’s establishment or acquisition of any deposit account or securities account after the date of this Agreement (other than Excluded Accounts (as defined in the Security Agreement)), the Administrative Borrower shall arrange for the delivery to the Administrative Agent of a Control

Agreement with respect to such deposit account or securities account. Prior to any Obligor’s (i) establishment or acquisition of any deposit account or securities account after the date of this Agreement, that is a Non-Controlled Account, or (ii) transfer of any funds from any account to any Non-Controlled Account, or (iii) changing banking practices for any facility from the deposit of funds into banking accounts governed by a Control Agreement to the depositing of any funds into Non-Controlled Accounts, in each case in clause (i), (ii) and (iii) the Administrative Borrower shall obtain the prior written consent of the Administrative Agent.

(b) There shall not be on deposit in any Non-Controlled Accounts any funds of any Group Member. Promptly after the Closing Date each Obligor shall, and shall cause each of its Subsidiaries to, cause all payments on Accounts and all payments constituting proceeds of Inventory and other Collateral in the form in which such payments are made, whether by cash, check, credit card sales drafts, credit card sales, charge slips or any other manner whatsoever (collectively, “ Receipts ”), to be sent directly into deposit accounts that are subject to Control Agreements and are part of the Acceptable Cash Management System. If and to the extent that any Receipts come into the possession or control of any of the Obligors, all such Receipts shall be held in trust for the Collateral Agent as the property of the Agent, for the benefit of the Secured Parties, and shall be promptly deposited into one or more deposit accounts subject to a Control Agreement.

(c) Subject to the rights of the Obligors hereunder, the Obligors agree that all deposits made in, and payments made to, a deposit account and other funds received and collected by the Agent, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise, except for Excluded Accounts (as defined in the Security Agreement) shall be the collateral of the Collateral Agent and the ABL DIP Agent, subject to the Intercreditor Agreement, under the sole dominion and control of the ABL DIP Agent or the Agent.

(d) The Borrowers jointly and severally agree to reimburse the Administrative Agent on demand for any amounts owed or paid to any financial institution or other Person involved in the transfer of funds to or from the deposit accounts arising out of the Administrative Agent’s payments to or indemnification of such financial institution or other Person. The obligation of the Borrowers to reimburse the Administrative Agent, for such amounts pursuant to this Section 5.12 , shall survive the termination or non-renewal of this Agreement.

Section 5.13. Inventory Sold on Consignment . Prior to or simultaneously with any Obligor selling Inventory to any third party on consignment (“ Consigned Goods ”), the Obligors shall have taken all steps necessary, including the filing of UCC-1 financing statements and the giving of notices in accordance with the UCC, to perfect its security interest in such Consigned Goods. No later than 10 calendar days after receipt of such Consigned Goods by the applicable consignee, the Administrative Agent shall have received copies of all UCC-1 and other financing statements filed in favor of any Borrower with respect to each location, if any, at which Consigned Goods may be located.

Section 5.14. Further Assurances . In connection with this Agreement and the transactions contemplated hereby, each Obligor will execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate, in the Administrative Agent’s Permitted Discretion, to effectuate and perform its obligations under this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby, including execution, delivery and filing, where applicable, of all documents requested by the Administrative Agent or Collateral Agent appropriate to grant and perfect Liens on all property of the Obligors in favor of the Collateral Agent to secure the Obligations, having first priority (subject only to Permitted Senior Liens).

Section 5.15. ERISA Compliance .

(b) The Administrative Borrower will furnish to the Administrative Agent (i) as soon as possible and in any event within five (5) Business Days after a Responsible Officer knows of any Reportable Event with respect to any ERISA Plan, a statement of a Responsible Officer, setting forth details as to such Reportable Event and the action that the Administrative Borrower proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to the Administrative Borrower, and (ii) promptly after receipt thereof, a copy of any notice the Administrative Borrower or any member of the Controlled Group may receive from the PBGC or the IRS with respect to any ERISA Plan administered by the Administrative Borrower or any other member of the Controlled Group; provided that clause (ii) shall not apply to notices of general application promulgated by the PBGC or the IRS.

(c) The Administrative Borrower will promptly notify the Administrative Agent of any taxes, fines or penalties assessed or proposed to be assessed against the Administrative Borrower or other member of the Controlled Group by the IRS or the U.S. Department of Labor with respect to any ERISA Plan as a result of a violation of the IR Code or ERISA.

(d) The Administrative Borrower will, as soon as practicable, and in any event within five (5) Business Days after the Administrative Borrower becomes aware that an ERISA Event has occurred, provide the Administrative Agent with a certificate of a Responsible Officer setting forth the details of the event and the action the Administrative Borrower proposes to take with respect thereto.

(e) The Administrative Borrower will, at the request of the Administrative Agent, deliver, or cause to be delivered, to the Administrative Agent true and correct copies of any documents relating to any ERISA Plan.

Section 5.16. [Reserved] .

Section 5.17. [Reserved] .

Section 5.18. Milestones . The Administrative Borrower shall comply with the milestones set forth in Schedule 5.18 with respect to the Bayside Sale (the “ Milestones ”).

Section 5.19. Chief Restructuring Officer . Borrowers will continue to appoint, retain and engage a representative of Alvarez & Marsal to serve as chief restructuring officer on terms and conditions acceptable to the Administrative Agent, which will include, without limitation, assisting Borrowers in the management of their businesses, preparation of forecasts and projections, and the formulation and implementation of strategic initiatives in connection with the Chapter 11 Cases. Borrowers hereby and will continue to authorize and instruct the chief restructuring officer to (a) share with the Administrative Agent and Lenders all budgets, records, projections, financial information, reports and other information relating to the Collateral, the financial condition, operations and the sale, marketing or reorganization process of the

Borrowers’ businesses and assets as requested from time to time, except to the extent access to such information would compromise the Borrowers’ attorney-client privilege and (b) make himself available to the Administrative Agent and the Lenders as reasonably requested by the the Administrative Agent and the Lenders. Borrowers will provide the chief restructuring officer, complete access to all of the Borrowers’ books and records, all of Borrowers’ premises and to Borrowers’ management as and when deemed necessary by the chief restructuring officer or the Administrative Agent.

ARTICLE VI

NEGATIVE COVENANTS

From the date of this Agreement and thereafter until the Commitments are terminated or expire, and the Loans and all other Obligations have been paid in full, unless the Required Lenders shall otherwise expressly consent in writing:

Section 6.1. Liens . The Obligors will not, and will not permit any Subsidiary to, (i) create, incur or suffer to exist any Lien upon or on any assets (including any document or instrument in respect of goods or accounts receivable) of any Obligor or any such Subsidiary, now owned or hereafter acquired, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such asset, income or profits under the UCC or under any similar recording or notice statute, except for Permitted Liens, or permit any such Lien to have priority over the Liens on the Collateral created by the Loan Documents other than Permitted Senior Liens, or permit any such Lien to have priority over the Liens on the Collateral created by the ABL DIP Credit Documents other than Permitted Senior Liens and the Liens created by the Loan Documents, or (ii) enter into, or suffer to exist, any control agreements (as such term is defined in the UCC), other than Control Agreements entered into pursuant to this Agreement or the Security Agreement or the ABL DIP Credit Agreement or other ABL DIP Credit Documents.

The prohibition provided for in this Section 6.1 specifically includes, without limitation, any effort by the Borrower, any Committee, or any other party-in-interest in any Chapter 11 Case to create any Liens that prime, or are senior or pari passu with, any claims, Liens or interests of the Agent and Lenders (other than for the Carve-Out and the Liens with respect to the ABL DIP Credit Priority Collateral) irrespective of whether such claims, Liens or interests may be “adequately protected”.

Section 6.2. Debt; Surety Bonds . The Obligors will not, and will not permit any Subsidiary to, incur, create, assume, permit or suffer to exist, any Debt, except for Permitted Debt. The Obligors will not, and will not permit any Subsidiary to, be or remain liable with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee or similar obligations (whether or not drawn) except for Permitted Surety Bonds in an aggregate amount not in excess of $30,000,000 at any time.

Section 6.3. Investments . The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, purchase or hold beneficially any Equity Interests or other securities or Debt of, make or permit to exist any loans or advances to, or create or acquire any Subsidiary or acquire all or substantially all the business, property or fixed assets of, or any division or line of business of, or make any other investment or acquire any other interest whatsoever in, any other Person, except:

(a) investments in cash and Cash Equivalents that are subject to a Control Agreement;

(b) Intercompany Debt owed by (i) an Obligor to another Obligor, (ii) a Non-Obligor to another Non-Obligor, or (iii) an Obligor to a Non-Obligor; provided , that all Intercompany Debt owing from an Obligor to another Obligor or to a Non-Obligor shall be subject to the terms of the Intercompany Subordination and Payment Agreement;

(d) investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business;

(e) advances made in connection with purchases of goods or services in the ordinary course of business;

(f) investments received in settlement of amounts due to any Obligor or any of its Subsidiaries effected in the ordinary course of business or owing to any Obligor or any of its Subsidiaries as a result of insolvency proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of an Obligor or its Subsidiaries;

(g) [Reserved];

(h) [Reserved];

(i) deposits of cash outstanding on the Petition Date made in the ordinary course of business to secure performance of operating leases;

(j) [Reserved];

(k) [Reserved];

(l) Permitted LC Collateral; and

(m) [Reserved].

Section 6.4. Restricted Payments; Payments on Subordinated Debt and Other Debt .

(a) The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payments or set aside funds for the making of Restricted Payments, except, so long as no Default or Event of Default has occurred and is continuing or would be caused thereby:

(i) distributions and dividends by any Subsidiaries of the Administrative Borrower to any Obligor; and

(ii) [Reserved].

(b) Subject to Section 6.4(c) , the Obligors will not, and will not permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum for (i) any payment or prepayment, redemption, retirement, defeasance or acquisition of or with respect to (A) any Subordinated Debt or (B) any Permitted Debt referred to in clauses (a), (b), (f) or (g) of the definition thereof, or (ii) any scheduled payment, redemption or retirement of or with respect to any Subordinated Debt

(c) The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum for any payment or prepayment, redemption, retirement, defeasance or acquisition of or with respect to the 2011 Convertible Subordinated Debentures.

Section 6.5. Sale or Transfer of Assets; Suspension of Business Operations . The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, Dispose of all or any part of their properties or any interest therein (whether in one transaction or in a series of transactions) to any other Person, or materially reduce, or suspend, their business activities except in connection with a transaction permitted by Section 6.7 ; provided , however , that the restrictions contained in this Section 6.5 shall not apply to:

(a) the conveyance, lease or transfer of all or part of its properties by (i) an Obligor to another Obligor, (ii) a Non-Obligor to an Obligor, or (iii) a Non-Obligor to another Non-Obligor;

(b) sales of Inventory to non-Affiliates in the ordinary course of business upon fair and reasonable terms not less favorable to the applicable Obligor or such Subsidiary than could be obtained on an arm’s-length basis from another unrelated third party;

(c) sales or leases to non-Affiliates of surplus, obsolete or worn out assets, not used or useful in such Obligor’s business, in the ordinary course of business; provided that the aggregate fair market value of all such property so disposed of by the Obligors, at the time of disposal, shall not exceed $200,000 in any fiscal year;

(d) Intercompany Debt permitted under Section 6.3 ;

(e) [Reserved];

(f) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;

(g) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business;

(h) The granting of Permitted Liens;

(i) The subleasing of the improved real property located at 101 Almgren Drive, Agawam, MA 01001 under the terms of a Sublease dated 12/31/2004 and effective 01/07/2005 by and between School Specialty, Inc. as Sublessor and Vaupell Holdings, Inc. as Sublessee;

(j) Leasing of science kits in connection with the refurbishment business of the Administrative Borrower and the Subsidiaries;

(k) [Reserved];

(l) [Reserved];

(m) [Reserved];

(n) [Reserved];

(o) [Reserved];

(p) [Reserved];

(q) [Reserved]; and

(r) the Bayside Sale.

Section 6.6. Restrictions on Issuance and Sale of Subsidiary Stock; Agreements Binding on Subsidiaries . The Obligors will not, and will not permit any Subsidiary to, directly or indirectly:

(a) issue or sell any Equity Interests of any class of any Subsidiary to any Person other than an Obligor;

(b) Dispose of any Equity Interests of any class of any Subsidiary; or

(c) enter into, or be otherwise subject to, any instrument, contract or other agreement (including its Constituent Documents), or any other obligation or constraint, that limits the amount of or otherwise imposes restrictions on:

(i) the payment of dividends and distributions by any Subsidiary of the Administrative Borrower to the Administrative Borrower or any other such Subsidiary;

(ii) the payment or prepayment by any Subsidiary of the Administrative Borrower of any Debt owed to the Administrative Borrower or any other such Subsidiary;

(iii) the making of loans or advances by any Subsidiary of the Administrative Borrower to the Administrative Borrower or any other such Subsidiary;

(iv) the transfer by any Subsidiary of the Administrative Borrower of its property to the Administrative Borrower or any other such Subsidiary; or

(v) the merger or consolidation of any Subsidiary of the Administrative Borrower with or into the Administrative Borrower or any other such Subsidiary;

provided that the foregoing shall not prohibit restrictions and conditions imposed by: (A) Applicable Laws which (taken as a whole) could not reasonably be expected to have a Material Adverse Effect, (B) the Loan Documents, and (C) the ABL DIP Credit Documents as in effect on the date hereof.

Section 6.7. Consolidation, Dissolution, Amalgamation and Merger; Fundamental Changes; Asset Acquisitions; Officer Appointments . The Obligors will not, and will not permit any Subsidiary to, alter the corporate, capital or legal structure of any Obligor or any of its Subsidiaries, consolidate or amalgamate with or merge into any Person, or permit any other Person to merge into it, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or reorganize or recapitalize, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person, or change its name or conduct its business under a fictitious name, or change its tax, charter or other organizational identification number, or change its form or state of organization.

Section 6.8. Restrictions on Nature of Business . The Obligors will not, and will not permit any Subsidiary to, acquire assets in, or engage, in any line of business materially different from that in which the Obligors are presently engaged (or that is reasonably related thereto or a logical extension thereof), and will not purchase, lease, license or otherwise acquire assets not related to such business. The Obligors will not make or permit any change in the manner in which they operate business

transactions between the Obligors, on the one hand, and the Non-Obligors, on the other hand, that could reasonably be expected to be adverse to the interests of the Agent or the Secured Parties.

Section 6.9. Prohibition of Entering into Negative Pledge Arrangements . The Obligors will not, and will not permit any Subsidiary to, enter into any agreement, bond, note or other instrument with or for the benefit of any Person other than the Secured Parties which would:

(a) prohibit such Obligor or such Subsidiary from granting, or otherwise limit the ability of such Obligor or such Subsidiary to grant, to the Agent or the Secured Parties or the ABL DIP Agent or the ABL DIP Credit Lender any Lien on any assets or properties of such Obligor or such Subsidiary, except that the documents pertaining to the Permitted PMM/Capital Lease Debt may prohibit Liens on the permitted assets securing or otherwise related to such Permitted PMM/Capital Lease Debt; or

(b) be violated or breached by the Obligors’ performance of their obligations under the Loan Documents or the ABL DIP Credit Documents.

Section 6.10. Accounting . The Obligors will not, and will not permit any Subsidiary to, adopt any material change in accounting principles, other than as required by GAAP, or adopt, permit or consent to any change in its fiscal year from the year ending on the last Saturday in April of each year, except with the consent of the Administrative Agent, or enter into, modify, or terminate any agreement currently existing, or at any time hereafter entered into with any third party accounting firm or service bureau for the preparation or storage of any Group Member’s accounting records without said accounting firm or service bureau agreeing to provide Agent information regarding the Group Members’ financial condition.

Section 6.11. Hazardous Substances . The Obligors will not, and will not permit any Subsidiary to, cause or permit any Hazardous Substances to be disposed of in any manner which might result in any liability to any Group Member, on, under or at any Real Property which is operated by any Group Member or in which any Group Member has any interest (including, but not limited to, as owner, tenant, lessee, sublessee or otherwise).

Section 6.12. Transactions with Affiliates . The Obligors will not, and will not permit any Subsidiary to, enter into or be a party to any transaction or arrangement, including, without limitation, the purchase, sale, lease, license, transfer or exchange or other Disposition of property, the rendering of any service or the payment of any management fees, with any Affiliate, except:

(a) (i) transactions between or among the Obligors not involving any other Affiliate, (ii) transactions between or among Obligors and Non-Obligors in the ordinary course of business on terms no less favorable to the Obligors than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate, and (iii) transactions between or among Non-Obligors;

(b) any Debt permitted under clauses (a) or (c) of the defined term Permitted Debt;

(d) [Reserved];

(e) [Reserved];

(f) transactions (other than the payment of management, consulting, monitoring, or advisory fees) between School Specialty or its Subsidiaries, on the one hand, and any Affiliate of School Specialty or its Subsidiaries, on the other hand, so long as such transactions (i) are fully disclosed to the Administrative Agent prior to the consummation thereof, if they involve one or more payments by School Specialty or its Subsidiaries in excess of $250,000 for any single transaction or series of related transactions, and (ii) are no less favorable, taken as a whole, to School Specialty or its Subsidiaries, as applicable, than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate;

(g) so long as it has been approved by School Specialty’s or its applicable Subsidiary’s board of directors (or comparable governing body) in accordance with applicable law, any indemnity provided for the benefit of directors (or comparable managers) of School Specialty or its applicable Subsidiary; and

(h) so long as it has been approved by School Specialty’s or its applicable Subsidiary’s board of directors (or comparable governing body) in accordance with applicable law, the payment of reasonable compensation, severance, or employee benefit arrangements to executive officers and outside directors of School Specialty and its Subsidiaries.

Each Obligor will cause each of its Non-Obligor Subsidiaries to comply with all of the terms of the Intercompany Subordination and Payment Agreement. Notwithstanding anything contained in this Agreement to the contrary, (x) except for Intercompany Debt permitted under Section 6.3(b) , no Obligor shall enter into any transaction with, make any loan, advance or other investment in, or otherwise transfer any property to any Non-Obligor, and (y) the Obligors shall not directly or indirectly declare, order, pay, make or set apart any sum for any payment or prepayment, redemption, retirement, defeasance or acquisition of or with respect to Intercompany Debt owed by any Obligor to any Non-Obligor, except in an aggregate amount not in excess of $250,000 over the term of this Agreement.

Section 6.13. No Amendments of Organization Documents, Material Contracts or ABL DIP Credit Documents . The Obligors will not, and will not permit any Subsidiary to, amend, supplement, terminate, suspend or otherwise modify in any way (a) any Constituent Documents pertaining to any Group Member or (b) any Material Contract in any manner that could be adverse to the Secured Parties or that could have a Material Adverse Effect. The Obligors will not, and will not permit any Subsidiary to, agree to any amendment or other modification, refinancing, extension or renewal of, or waive any of their respective rights under, the ABL DIP Credit Documents except as permitted under the Intercreditor Agreement (as in effect on the date hereof). Without limiting the foregoing, the Obligors will not, and will not permit any Subsidiary to, amend or otherwise modify, refinance, extend or renew or otherwise change the terms of any other Debt listed on Schedule 6.2 , or make any payment consistent with an amendment, refinancing, extension or renewal thereof or change thereto, if the effect of such amendment, refinancing, extension or renewal or change is to increase the interest rate on, or fees or premiums payable with respect to, such Debt, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, make more restrictive any covenant or other agreement of any Obligor or Subsidiary thereunder, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions thereof (or of any guaranty thereof), or change any collateral therefor (other than to release such collateral), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Debt (or a trustee or other representative on their behalf) which would be adverse to any Obligor or to the Secured Parties, in each case as determined by the Administrative Agent in its sole discretion.

Section 6.14. No Sale-Leaseback Transactions . The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease (including without limitation, a Lease), whether an operating lease or a capitalized lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) that any Group Member has sold or transferred or is to sell or transfer to any other Person (other than any other Group Member) or (ii) that any Group Member intends to use for substantially the same purpose as any other property that has been or is to be sold or transferred by any Group Member to any Person (other than any Group Member) in connection with such lease, in each case except for those lease transactions existing as of the Closing Date and set forth on Schedule 6.14 .

Section 6.15. Anti-Terrorism Laws . The Obligors will not, and will not permit any Subsidiary to, knowingly (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order No. 13224 or the USA Patriot Act. The Obligors shall deliver to the Administrative Agent any certification or other evidence reasonably requested from time to time by the Administrative Agent in its sole discretion, confirming the Obligors’ and their Subsidiaries’ compliance with this Section 6.15 .

Section 6.16. Total Outstanding ABL DIP Amount . The Obligors will not permit the Total Outstanding ABL DIP Amount to exceed $175,000,000.

Section 6.17. [Reserved] .

Section 6.18. [Reserved] .

Section 6.19. [Reserved] .

Section 6.20. [Reserved] .

Section 6.21. [Reserved] .

Section 6.22. [Reserved] .

Section 6.23. Inventory at Bailees . The Administrative Borrower will not, and will not permit any of its Subsidiaries to, store any of its Inventory at any time with a bailee, warehouseman, or similar party except to the extent the aggregate amount of such Inventory does not exceed $38,000,000 during the period commencing on May 1st through September 30 of each year and does not exceed $10,000,000 at any other time.

Section 6.24. Maximum ABL Outstandings . The Borrowers will not permit the aggregate amount of (x) ABL DIP Credit Loans and LC Obligations outstanding under the ABL DIP Credit Documents, (y) loans, outstanding letters of credit and reimbursement obligations in respect of drawn letters of credit under any replacement or refinancing of the ABL DIP Credit Documents, and (z) fees payable by the Group Members in connection with the foregoing, at any time to exceed 107.5% of the amount, at such time, of the Stated Borrowing Base.

Section 6.25. Proceeds of Term and Revolving Loan Priority Collateral . The Borrowers will not permit any Net Cash Proceeds of any Dispositions of property of the Obligors constituting Term and Revolving Loan Priority Collateral (including without limitation from a Carson-Dellosa Drag-Along Sale) to fail to be deposited, immediately upon receipt thereof by any Group Member, in the Term and Revolving Loan Priority Collateral Deposit Account. In the case of any Disposition (or series of related Dispositions) of property of the Obligors that includes assets constituting Term and Revolving Loan Priority Collateral, for which the aggregate consideration received by the Obligors exceeds $50,000, the Obligors shall (x) no later than two Business Days prior to consummation of such Disposition or of the first Disposition in such series, notify in writing each of the Agent and the ABL DIP Agent, and such notice shall specify (1) the property to be so Disposed of, and the portion of such property constituting Term and Revolving Loan Priority Collateral, (2) the aggregate consideration to be received by the Obligors in connection with such Disposition or Dispositions, (3) the amount of the Net Cash Proceeds to be received by the Obligors in connection with such Disposition or Dispositions, and (4) the amount of the Net Cash Proceeds to be received by the Obligors in connection with such Disposition or Dispositions that is to be deposited in the Term and Revolving Loan Priority Collateral Deposit Account, and (y) immediately upon receiving any Net Cash Proceeds in respect of such Disposition or Dispositions, notify in writing each of the Agent and the ABL DIP Agent, and such notice shall specify (1) the amount of the Net Cash Proceeds so received by the Obligors, and (2) the amount of the Net Cash Proceeds so received by the Obligors that has been deposited in the Term and Revolving Loan Priority Collateral Deposit Account.

Section 6.26. Select Agendas Legal Opinion . The Borrowers will not permit the revenues of Select Agendas, Corp. (or any successor entity) to exceed $5,000,000 in any trailing twelve month period, prior to the date on which the Agent shall have received (x) the executed and favorable legal opinions of Nova Scotia counsel (or other applicable local counsel, in the case of a successor entity) to Select Agendas, Corp. (or such successor entity), addressing such matters as the Administrative Agent may reasonably request, and (y) executed and, if applicable, notarized security documentation under the laws of Quebec, effective to grant and perfect a Lien in all property of Select Agendas, Corp. (or such successor entity) under the laws of Quebec in favor of the Collateral Agent to secure the Obligations, together with the executed and favorable legal opinions of Quebec counsel to Select Agendas, Corp. (or such successor entity), addressing such matters as the Administrative Agent may reasonably request.

Section 6.27. Premier School Agendas Investments . Notwithstanding anything else to the contrary in this Agreement, the Borrowers will not permit Premier School Agendas, Ltd. or any other Non-Obligor to (x) make a Restricted Payment to any Obligor constituting (or giving such Obligor any right to receive from Premier School Agendas, Ltd. or any other Non-Obligor) cash or Cash Equivalents, or (y) make any loan or advance to, or investment of cash or Cash Equivalents in, any Obligor.

Section 6.28. Chapter 11 Claims . The Borrowers will not, and will not permit any Borrower to, incur, create, assume, suffer to exist or permit any other super priority claim or Lien on any Collateral which is pari passu with or senior to the Obligations (or the Liens securing the Obligations) hereunder, except in each case for the Carve Out, and Liens with respect to the ABL DIP Credit Priority Collateral.

Section 6.29. Prohibited Use of Proceeds . Unless and to the extent provided in the DIP Order, the Borrowers will not, and will not permit any Borrower (a) to, use any cash or Cash Equivalents (including any proceeds of the Loans) to fund any objection, proceeding or other litigation (i) against the Administrative Agent, the Lenders, the Prepetition Term Loan Agent or the Prepetition Term Loan Lenders, (ii) challenging the validity, perfection, priority, extent or enforceability of the Liens or security interests granted to the Administrative Agent, the Lenders, the Prepetition Term Loan Agent or the Prepetition Term Loan Lenders, or (iii) challenging, disputing or objecting to the claims of the Administrative Agent, the Lenders, the Prepetition Term Loan Agent or the Prepetition Term Loan Lenders or (b) to use the proceeds of any Loan to (i) repay or prepay any of the Debt under the Prepetition ABL Credit Documents or the ABL DIP Credit Documents (including any interest, fees, costs and

expenses, tax or indemnification obligations) or (ii) any Taxes incurred upon or as a result of the Disposition of the ABL DIP Credit Priority Collateral.

Section 6.30. Amendments to the DIP Order . The Borrowers will not, and will not permit any Borrower to, in each case itself or on its behalf, amend, supplement or otherwise modify the DIP Order without the written consent of the Administrative Agent, in its sole discretion.

Section 6.31. Variance Test . Borrowers will not permit

(a) (i) the aggregate amount of the actual receipts of the type set forth in the line item “Collections” on the accepted thirteen-week cash flow forecast under the Approved Budget during any first fiscal week of any fiscal month of the Administrative Borrower (the first such fiscal week ending on February 2, 2013) (each, a “ Single Test Week ”) to be less than 75% of the budgeted amount, or (ii) the average amount of such actual receipts in any rolling two fiscal week period of any fiscal month of the Administrative Borrower (for the avoidance of doubt, such rolling two fiscal week period ends on the end of the second, third, fourth and (if applicable) fifth fiscal week of each fiscal month) (each, a “ Rolling Two Week Test Period ”) to be less than 80% of the average budgeted amounts for such period, in each case of (i) and (ii), set forth in the line item “Collections” on the accepted thirteen-week cash flow forecast under the Approved Budget;

(b) the average amount of the actual disbursements of the type set forth in the line item “Payroll” on the accepted thirteen-week cash flow forecast under the Approved Budget in any Rolling Two Week Test Period to exceed 110% of the average of the budgeted amounts for such period set forth in the line item “Payroll” on the accepted thirteen-week cash flow forecast under the Approved Budget;

(c) (i) the aggregate amount of the actual disbursements of the type set forth in any of the line items “Debtor Professional Fees”, “Professional Fees for Unsecured Creditors”, “AP Disbursement” and “Total Disbursements” on the accepted thirteen-week cash flow forecast under the Approved Budget in any Single Test Week to exceed 115% of the budgeted amount, or (ii) the average amount of each type of such disbursements in any Rolling Two Week Test Period to exceed 110% of the average of the budgeted amounts for such period, in each case of (i) and (ii), set forth in the corresponding line item “Debtor Professional Fees”, “Professional Fees for Unsecured Creditors”, “AP Disbursement” and “Total Disbursements” on the accepted thirteen-week cash flow forecast under the Approved Budget;

(d) (i) the sum of the aggregate amounts of the actual disbursements of the types set forth in line items “Debtor Professional Fees”, “Professional Fees for Unsecured Creditors” and “Restructuring/Other Profess. Fees” on the accepted thirteen-week cash flow forecast under the Approved Budget (the “ Professional Fees Line Items ”) in any Single Test Week to exceed 115% of sum of the budgeted amounts, or (ii) the average amount of the sum of such types of disbursements in any Rolling Two Week Test Period to exceed 110% of the average of the sum of the budgeted amounts for such period, in each case of (i) and (ii), set forth in the Professional Fees Line Items on the accepted thirteen-week cash flow forecast under the Approved Budget, or

(e) (i) the aggregate amount of the actual net cash flows of the type set forth in any of the line items “Net Cash Flows” on the accepted thirteen-week cash flow forecast under the Approved Budget during any Single Test Week to be (x) less than 85% of the budgeted amount if such budgeted amount is positive or (y) more than 115% of the budgeted amount if such budgeted amount is negative, or (ii) the average amount of such type of net cash flows in any Rolling Two Week Test Period to be (x) less than 85% of the average of the budgeted amounts for such period if such average is positive or (y) more than 115% of the average of the budgeted amounts if such average is negative, in each case of (i) and (ii), set forth in the corresponding line item “Net Cash Flows” on the accepted thirteen-week cash flow forecast under the Approved Budget.

Notwithstanding the variance tests set forth in Section 6.31(c) and (e) of this Agreement and solely with respect to the variance tests set forth therein, (i) the fiscal week ending February 2, 2013 (“ Week 1 ”) and the fiscal week ending February 9, 2013 (“ Week 2 ”) in the Approved Budget will be combined and treated as a Single Test Week and (ii) such tests with respect to any Rolling Two Week Test Period shall not apply until the end of the rolling three fiscal week period ending February 16, 2013 (and for the avoidance of doubt, will include the combined Week 1 and Week 2 referenced in (i) together with the fiscal week ending February 16, 2013 on a cumulative basis).

ARTICLE VII

EVENTS OF DEFAULT; RIGHTS AND REMEDIES

Section 7.1. Events of Default . “ Event of Default ”, wherever used herein, means any one of the following events or circumstances:

(a) Failure to pay any principal of any Loan or Note, in each case when the same becomes due and payable (whether at stated maturity or due date, on demand, upon acceleration or otherwise); or

(b) Failure to pay any interest on any Loan or Note or other Obligation, or any fees, costs, expenses, indemnities, reimbursements or other amounts required to be paid by any Obligor under this Agreement or any other Loan Document, in each case when the same becomes due and payable (whether at stated maturity or due date, on demand, upon acceleration or otherwise); or

(c) (i) Any Group Member shall default in the performance of, or breach, any covenant or other agreement on the part of, or applicable to, such Group Member contained in this Agreement or any other Loan Document (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section 7.1 specifically dealt with), and, solely in the case of a default in the performance of the provisions in Sections 5.2 , 5.3 , 5.4 , 5.5 , 5.11(b) , 5.14 , such default and all consequences thereof have not been cured within five (5) days; or (ii) any Default or default or Event of Default or event of default shall occur under any ABL DIP Credit Documents; or

(d) Except pursuant to a valid, binding and enforceable termination or release permitted under the Loan Documents and executed by the Administrative Agent or as otherwise expressly permitted under any Loan Document, (i) any provision of any Loan Document shall, at any time after the delivery of such Loan Document, fail to be valid and binding on, or enforceable against, any Obligor party thereto, (ii) any Loan Document purporting to grant a Lien to secure any Obligation shall, upon or at any time after the delivery of such Loan Document, fail to create a valid and enforceable Lien on any Collateral or such Lien shall fail or cease to be a perfected Lien with the priority required in the relevant Loan Document, (iii) any subordination provision pertaining to Subordinated Debt shall, in whole or in part, terminate or otherwise fail or cease to be valid and binding on, or enforceable against, any holder of Subordinated Debt or any trustee or representative thereof, or (iv) any Group Member, or any Affiliate thereof, shall assert that any of the events described in clause (i), (ii) or (iii) above shall have occurred or exist, or shall contest the validity or enforceability of any Loan Document, or of any such Lien or subordination provision; or the perfection or priority of any such Lien; or

(e) [Reserved]; or

(f) Any representation, warranty or certification made, or deemed made, by or on behalf of any Group Member (or any of the officers of any such entity) in this Agreement or any other any Loan Document (including pursuant to any request for Loans), or in any other certificate, instrument, or statement contemplated by or made or delivered pursuant to or in connection with any Loan Document, shall prove to have been untrue or incorrect in any material respect (of if such representation is subject to materiality exceptions, in any respect) when made or deemed made; or

(g) After the Petition Date, one or more judgments, orders, decrees, writs, or warrants of attachment or execution (or other similar process) shall be rendered against any Group Member or issued or levied against a substantial part of the property of any Group Member (i) (A) in the case of money judgments, orders and decrees, involving an aggregate amount (excluding amounts adequately covered by insurance payable to any Group Member, to the extent the relevant insurer has confirmed in writing coverage and liability therefor) in excess of $200,000 for all Group Members in the aggregate, or (B) otherwise, that would have, in the aggregate, a Material Adverse Effect and (ii) (A) enforcement proceedings shall have been commenced by any creditor upon any such judgment, order, decree, writ, warrant or similar process or (B) such judgment, order, decree, writ, warrant or similar process shall not have been vacated or discharged for a period of 20 consecutive days and there shall not be in effect (by reason of a pending appeal or otherwise) any stay of enforcement thereof; or

(h) Any Group Member is convicted of, or admits in writing its culpability for, a violation of (i) any criminal statute (or non-statutory Applicable Law relating to criminal offenses) in any jurisdiction constituting a felony offense or, whether or not a felony offense, an act of fraud, money laundering, larceny or similar offense or (ii) any statute or other Applicable Law, if forfeiture of, or the imposition of a Lien or other claim by any Person (other than the Collateral Agent) on or in respect of, any Collateral is a possible remedy or penalty that may lawfully be sought for such violation; or

(i) After the Petition Date, any Group Member (i) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Debt incurred or arising after the Petition Date (other than the Obligations) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $200,000, or in respect of any other material contractual obligation or agreement of such Group Member incurred or arising after the Petition Date (including any Material Contract), and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (ii) fails to perform or observe any other condition or covenant incurred or arising after the Petition Date under any agreement or instrument relating to any such Debt, contractual obligation or other agreement, or any other event shall occur or condition exist under any agreement or instrument relating to any such Debt, contractual obligation or other agreement, that is a default or event of default thereunder or gives rise to a right of any other Person to terminate any such agreement or accelerate any such Debt; or (iii) permits to occur or exist after the Petition Date any default or early termination event with respect to any Hedge Agreement to which any Group Member is a party under which the aggregate liability of the Group Members is more than $200,000, other than (x) any default arising prior to the Petition Date, (y) due to the filing, commencement and continuation of the Chapter 11 Cases and any litigation resulting therefrom), or (z) due to restrictions on payments arising thereby; or

(j) Any occurrence of one or more ERISA Events that, either individually or in the aggregate, (a) have had or could reasonably be expected to result in a Liability in excess of $50,000 or (b) result in a Lien on any of the assets of any Group Member; or

(k) Any Group Member incurring or becoming liable for, or (except to the extent disclosed on Schedule 4.12 ) being liable for or suffering to exist, any Environmental Liability (i) that, individually or in the aggregate together with all other such Environmental Liabilities of the Group Members taken as a whole, could reasonably be expected to have a Material Adverse Effect or result in a material diminution of the value of the Collateral, or (ii) in an aggregate amount, collectively for all such Environmental Liabilities, in excess of $50,000; or

(l) Except to the extent permitted by Section 6.5 or Section 6.7 , any Group Member shall liquidate, dissolve, terminate or suspend its business operations or any substantial part thereof or otherwise fail to operate its business in the ordinary course (except for the filing, commencement and continuation of the Chapter 11 Cases and events that customarily result from the filing, commencement and continuation of the Chapter 11 Cases), or shall sell all or a material part of its assets, or a material part of its property or business is taken, lost or impaired through condemnation or otherwise, the loss of which could reasonably be expected to have a Material Adverse Effect, or the management of any Group Member or is displaced of its authority in the conduct of its business or such business is curtailed or materially impaired, whether by action of any Governmental Authority or otherwise; or

(m) A Change of Control shall occur; or

(n) A Material Adverse Effect shall occur; or

(o) There shall occur one or more casualty or condemnation losses (excluding amounts adequately covered by insurance payable to any Group Member, to the extent the relevant insurer has confirmed in writing coverage and liability therefor) in an aggregate amount in excess of $200,000 in connection with the properties of the Group Members; or

(p) Any scheduled or non-scheduled payment, redemption, retirement, or other satisfaction of or with respect to any principal, interest or other amount payable on or with respect to any Subordinated Debt shall occur; or

(q) [Reserved]; or

(r) A Cash Dominion Event shall occur; or

(s) There shall have occurred any of the following in any Chapter 11 Case:

(i) the bringing of a motion, taking of any action or the filing of any plan of reorganization or disclosure statement attendant thereto, in each case, by any Obligor in any Chapter 11 Case, or the entry of any order by the Bankruptcy Court in any Chapter 11 Case: (w) to obtain additional financing under Section 364(c) or (d) of the Bankruptcy Code not otherwise permitted pursuant to this Agreement or that does not provide for the repayment of all Obligations under this Agreement in full in cash; (x) to grant any Lien other than Liens expressly permitted under this Agreement upon or affecting any Collateral; (y) except as provided in the Interim or Final Order, as the case may be, to use cash collateral of Agent under Section 363(c) of the Bankruptcy Code without the prior written consent of the Agent and the Required Lenders; or (z) that (in the case of any Obligor) requests or seeks authority for or that (in the case of an order entered by the Bankruptcy Court on account of a request by any Obligor) approves or provides authority to take any other action or actions adverse to the Agent and the Lenders or their rights and remedies hereunder or their interest in the Collateral;

(ii) the filing of any plan of reorganization or disclosure statement attendant thereto, or any direct or indirect amendment to such plan or disclosure statement, by any Obligor which does not provide for the repayment of all Obligations under this Agreement in full in cash on the “Effective Date” of such plan and to which the Agent and the Required Lenders do not consent or otherwise agree to the treatment of their claims or the termination of any Obligor’s exclusive right to file and solicit acceptances of a plan of reorganization;

(iii) the entry of an order in any of the Chapter 11 Cases confirming a plan or plans of reorganization that does not (a) contain a provision for repayment in full in cash of all of the Obligations under this Agreement on or before the effective date of such plan or plans and (b) provide for the continuation of the Liens and security interests granted to the Collateral Agent for the benefit of the Lenders and priority until the Obligations have been paid in full;

(iv) the entry of an order amending, supplementing, staying, vacating or otherwise modifying any Loan Document or the Interim Order or the Final Order in any case without the prior written consent of Agent and the Required Lenders;

(v) the Final Order is not entered within thirty (30) days (or such other period as Agent and Required Lenders may agree to in writing) following the entry of the Interim Order;

(vi) the payment of, or application by any Obligor for authority to pay, any pre-petition claim without the Agent’s and Required Lenders’ prior written consent other than as provided in any “first day order” in form and substance acceptable to Required Lenders and as set forth in the Approved Budget or unless otherwise permitted under this Agreement;

(vii) the entry of an order by the Bankruptcy Court appointing, or the filing of an application by any Obligor, for an order seeking the appointment of, in either case with the consent of the Required Lenders, an interim or permanent trustee in any Chapter 11 Case or the appointment of a receiver or an examiner under section 1104 of the Bankruptcy Code in any Chapter 11 Case with expanded powers (beyond those set forth in sections 1106(a)(3) and 1106(a)(4) of the Bankruptcy Code) to operate or manage the financial affairs, the business, or reorganization of the Borrowers or with the power to conduct an investigation of (or compel discovery from) Agent or Lenders or against Prepetition Term Loan Agent or Prepetition Term Loan Lenders under the Prepetition Term Loan Documents; or the sale without the Agent’s and Required Lenders’ consent, of all or substantially all of a Borrower’s assets either through a sale under section 363 of the Bankruptcy Code, through a confirmed plan of reorganization in the Chapter 11 Cases, or otherwise that does not provide for payment in full in cash of the Obligations;

(viii) the dismissal of any Chapter 11 Case which does not contain a provision for payment in full in cash of all noncontingent monetary Obligations of the Borrowers hereunder, or if any Obligor shall file a motion or other pleading seeking the dismissal of any Chapter 11 Case which does not contain a provision for payment in full in cash of all noncontingent monetary Obligations of the Borrowers hereunder;

(ix) the conversion of any Chapter 11 Case from one under chapter 11 to one under chapter 7 of the Bankruptcy Code or any Obligor shall file a motion or other pleading seeking the conversion of any Chapter 11 Case under section 1112 of the Bankruptcy Code or otherwise;

(x) the entry of an order by the Bankruptcy Court granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code (x) to allow any creditor to execute upon or enforce a Lien on any Collateral, or (y) with respect to any Lien of or the granting of any Lien on any Collateral to any state or local environmental or regulatory agency or authority;

(xi) the entry of an order in any Chapter 11 Case avoiding or requiring repayment of any portion of the payments made on account of the Obligations owing under this Agreement or the other Loan Documents;

(xii) the failure of any Obligor to perform any of its obligations under the Interim Order or the Final Order or any violation of any of the terms of the Interim Order or the Final Order;

(xiii) the challenge by any Obligor to the validity, extent, perfection or priority of any liens granted under the Prepetition Term Loan Documents;

(xiv) the remittance, use or application of the proceeds of Collateral other than in accordance with cash management procedures and agreements acceptable to Agent;

(xv) the use of cash collateral of the Prepetition Agents and Prepetition Debt Holders for any purpose other than to pay expenditures set forth in the Approved Budget;

(xvi) the entry of an order in any of the Chapter 11 Cases granting any other super priority administrative claim or Lien equal or superior to that granted to Agent, on behalf of itself and Lenders without the consent in writing of Agent and Required Lenders other than Liens with respect to the ABL DIP Credit Priority Collateral;

(xvii) the filing of a motion by any Obligor requesting, or the entry of any order granting, any super-priority claim which is senior or pari passu with the Lenders’ claims or with the claims of the Prepetition Debt Holders under the Prepetition Debt Documents;

(xviii) the entry of an order precluding the Agent or Prepetition Term Loan Agent to have the right to or be permitted to “credit bid”;

(xix) the obtaining of additional financing or the granting of Liens not expressly permitted hereunder;

(xx) the use of cash collateral without the prior written consent of the Agent and Required Lenders;

(xxi) any attempt by an Obligor to reduce, set off or subordinate the Obligations or the Liens securing such Obligations to any other Debt;

(xxii) the reversal, vacation or stay of the effectiveness of either the Interim Order or the Final Order;

(xxiii) the payment of or granting adequate protection (except for Adequate Protection Payments) with respect to any Prepetition Indebtedness (other than with respect to payment permitted under any “first day order” in form and substance satisfactory to the Lenders or as set forth in the Interim Order or the Final Order);

(xxiv) an application for any of the orders described in this Section 7.1(s) including, without limitation, clauses (i), (iii), (iv), (viii), (ix), (x), (xi) (xvi) or (xviii) shall be made by a Person other than the Agent or the Lenders and such application is not contested by the Borrowers in good faith and the relief requested is granted in an order that is not stayed pending appeal;

(xxv) the cessation of Liens or super-priority claims granted with respect to this Agreement to be valid, perfected and enforceable in all respects; or

(xxvi) the Bankruptcy Court shall cease to have exclusive jurisdiction with respect to all matters relating to the exercise of rights and remedies under the Loan Documents, the DIP Order, DIP Liens and the Collateral;

(xxvii) the challenge by any Obligor to the validity, extent and enforceability of the “Early Payment Fee” that became payable under and as defined in the Prepetition Term Loan Agreement; or

(t) A representative of Alvarez & Marsal ceases to serve as chief restructuring officer and the Administrative Borrower fails to appoint a replacement reasonably acceptable to the Lenders within seven days following such cessation of service.

Section 7.2. Rights and Remedies . Upon the occurrence and during the continuance of an Event of Default (unless waived in writing by the Required Lenders), the Administrative Agent may upon five (5) days’ written notice to the Administrative Borrower (and, upon written request of the Required Lenders, the Administrative Agent shall) exercise any or all of the following rights and remedies:

(a) declare all or any portion of the Commitments, if then in effect, to be terminated, whereupon the same shall forthwith terminate;

(b) declare all or any portion of the unpaid principal amount of the Loans, all interest accrued and unpaid thereon, and all other Obligations to be forthwith immediately due and payable or otherwise accelerated, whereupon the Loans, all such accrued interest and all such other Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Obligor;

(c) apply any and all monies owing by any Secured Party to any Group Member to the payment of the Loans, including interest accrued thereon, or to payment of any or all other Obligations then owing by the Obligors;

(d) exercise and enforce the rights and remedies available to the Agent, the Lenders or any other Secured Party under any Loan Document and under Applicable Law, including all rights and remedies with respect to the Collateral under the Loan Documents and under Applicable Law; and

(e) exercise any other rights and remedies available to the Agent (including, without limitation, hereunder and under any other Loan Documents), the Lenders or any other Secured Party under Applicable Law, any Loan Document or otherwise.

Such rights and remedies include the rights (subject to the provisions of the Intercreditor Agreement, where applicable) to (i) take possession of any Collateral; (ii) require the Obligors to assemble Collateral, at the Obligors’ expense, and make it available to the Collateral Agent at a place designated by the Collateral Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by an Obligor, such Obligor agrees not to charge for such storage); and (iv) Dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, and at such locations, all as the Collateral Agent, in its discretion, deems advisable. Each Obligor agrees that 10 days’ notice of any proposed Disposition of Collateral by the Collateral Agent shall be reasonable. The Collateral Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. The Collateral Agent shall have the right to Dispose of any Collateral for cash, credit or any combination thereof, and the Collateral Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may “credit bid” or otherwise set off the amount of such price against the Obligations.

Each Obligor hereby agrees that: (a) so long as the Agent complies with its obligations, if any, under the Code, the Agent, the Lenders, and the other Secured Parties shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by the Obligors.

At any time during an Event of Default, the Agent, the Lenders, the other Secured Parties and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Agent, such Lender, such other Secured Party or such Affiliate to or for the credit or the account of an Obligor against any Obligations, irrespective of whether or not the Agent, such Lender, such other Secured Party or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of the Agent, such Lender, such other Secured Party or such Affiliate different from the branch or office holding such deposit or obligated on such obligation. The rights of the Agent, each Lender, each such other Secured Party and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

ARTICLE VIII

AGREEMENT AMONG LENDERS AND AGENT

Section 8.1. Authorization; Powers . Each Lender irrevocably appoints and authorizes the Administrative Agent to act as administrative agent, and the Collateral Agent to act as collateral agent, for and on behalf of such Lender to the extent provided herein, in any Loan Documents (including by way of acting as “Secured Party” under any Loan Document relating to Collateral) or in any other document or instrument delivered hereunder or in connection herewith, and to take such other actions as may be reasonably incidental thereto. The Administrative Agent agrees to act as administrative agent for each Lender, and the Collateral Agent agrees to act as collateral agent for each Lender, upon the express conditions contained in this Article VIII , but in no event shall the Agent constitute a fiduciary of any

Lender, nor shall the Agent have any fiduciary responsibilities in respect of any Lender. In furtherance of the foregoing, and not in limitation thereof, each Lender irrevocably (a) authorizes the Agent to execute and deliver and perform those obligations under each of the Loan Documents to which the Agent is a party as are specifically delegated to the Agent, and to exercise all rights, powers and remedies as may be specifically delegated hereunder or thereunder, together with such additional powers as may be reasonably incidental thereto, (b) appoints the Agent as nominal beneficiary or nominal secured party, as the case may be, under the Loan Documents and all related UCC financing statements (to the extent of the collateral security granted with respect to the Obligations), and (c) authorizes the Agent to act as agent of and for such Lender for purposes of holding, perfecting and Disposing of Collateral under the Loan Documents. As to any matters not expressly provided for by the Loan Documents, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders or, if so required pursuant to Section 10.2 , upon the instructions of all Lenders; provided , however , that except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action, and the Agent shall not in any event be required to take any action which is contrary to the Loan Documents or Applicable Law.

(a) The Lenders hereby irrevocably authorize Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all of the Obligations, (ii) constituting property being Disposed of if a release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that the Disposition is permitted under Section 6.5 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which School Specialty or its Subsidiaries owned no interest at the time Agent’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to School Specialty or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. The Obligors and the Lenders hereby irrevocably authorize Agent, based upon the instruction of the Required Lenders, to (a) consent to, credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any Disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Agent to credit bid or purchase at such Disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the Lenders whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by such acquisition vehicle or vehicles and in connection therewith Agent may reduce the Obligations owed to the Lenders (ratably based upon the proportion of their

Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 8.1(b) ; provided , that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Obligor in respect of) all interests retained by any Loan Party, including, the proceeds of any Disposition, all of which shall continue to constitute part of the Collateral. The Lenders further hereby irrevocably authorize Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted PMM/Capital Lease Debt.

(b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by School Specialty or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or that any particular items of Collateral meet the eligibility criteria applicable in respect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is appropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Section 8.2. Application of Proceeds . The Agent, after deduction of any costs of collection, as provided in Section 8.5 , shall remit to each Lender (to the extent a Lender is to share therein and subject to the provisions of Section 2.10(f) ) that Lender’s pro rata share of all payments of principal, interest, premiums and fees payable hereunder in accordance with such Lender’s appropriate Percentage. Each Lender’s interest under the Loan Documents shall be payable solely from payments, collections and proceeds actually received by the Agent under the Loan Documents; and the Agent’s only liability to a Lender with respect to any such payments, collections and proceeds shall be to account for such Lender’s Percentage of such payments, collections and proceeds in accordance with this Agreement. If the Agent is required for any reason to refund any such payments, collections or proceeds, each Lender will refund to the Agent, upon demand, its Percentage of such payments, collections or proceeds, together with its Percentage, or share, as applicable, of interest or penalties, if any, payable by the Agent in connection with such refund. If any Lender has wrongfully refused to fund its Percentage of any Loans, or if the outstanding principal balance of the Loans made by any Lender is for any other reason less than its respective Percentage of the aggregate principal balance of all Loans, the Agent may remit payments received by it to the other Lenders until such payments have reduced the aggregate amounts owed by the Borrowers to the extent that the aggregate amount of the Loans owing to such Lender hereunder are equal to its Percentage of the aggregate amounts of the Loans owing to all of the Lenders hereunder. The foregoing provision is intended only to set forth certain rules for the application of payments, proceeds and collections in the event that a Lender has breached its obligations hereunder and shall not be deemed to excuse any Lender from such obligations.

Section 8.3. Exculpation . The Agent shall not be liable for any action taken or omitted to be taken by the Agent in connection with the Loan Documents, except for its own gross negligence, fraud or willful misconduct. The Agent shall be entitled to rely upon advice of counsel concerning legal matters, the advice of independent public accountants with respect to accounting matters and advice of other experts as to any other matters and upon any Loan Document and any schedule, certificate, statement, report, notice or other writing which it reasonably believes to be genuine or to have been presented by a proper Person. Neither the Agent nor any of its Affiliates or any of its or their respective directors, officers, employees or agents shall be responsible or in any way liable with respect to or for (a) any recitals, representations or warranties contained in, or for the execution, legality, validity, genuineness, sufficiency, effectiveness or enforceability of any Loan Document, or any other instrument or document delivered hereunder or in connection herewith, (b) the validity, genuineness, perfection, priority, effectiveness, enforceability, existence, value or enforcement of any Collateral, or (c) except for its own gross negligence, fraud or willful misconduct, any action taken or omitted by it. The designation of Bayside (or any successor thereto as Agent) as Agent hereunder shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, Bayside (or such successor thereto) in its individual capacity as Lender hereunder.

Section 8.4. Use of the term “Agent” . The term “Agent” is used herein in reference to the Agent merely as a matter of custom. It is intended to reflect only an administrative relationship between the Agent and the Lenders, in each case as independent contracting parties. However, the obligations of the Agent shall be limited to those expressly set forth herein and in no event shall the use of such term create or imply any fiduciary relationship or any other obligation arising under the general law of agency.

Section 8.5. Reimbursement for Costs and Expenses . All payments, collections and proceeds received or effected by the Agent may be applied first to pay or reimburse the Agent for all reasonable costs and expenses at any time incurred by or imposed upon the Agent in connection with this Agreement or any other Loan Document (including but not limited to all reasonable attorney’s fees), foreclosure or liquidation expenses and advances made to protect the security of any collateral (to the extent of the collateral security is granted with respect to the Obligations). If the Agent does not receive payments, collections or proceeds sufficient to cover any such costs and expenses within five (5) days after their incurrence or imposition, each Lender shall, upon demand, remit to the Agent such Lender’s Percentage of the difference between (i) such costs and expenses and (ii) such payments, collections and proceeds, together with interest on such amount for each day following the thirtieth day after demand therefor until so remitted at a rate equal to the Federal Funds Rate for each such day.

Section 8.6. Payments Received Directly by Lenders . If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise) on account of any Loan or on account of any interest, premium or fees under this Agreement (other than through distributions made in accordance with Section 8.2 hereof) in excess of such Lender’s applicable Percentage with respect to the Loan, such Lender shall promptly give notice of such fact to the Agent and shall promptly remit to the Agent such amount as shall be necessary to cause the remitting Lender to share such excess payment or other recovery ratably with each of the Lenders in accordance with their respective applicable Percentages, together with interest for each day on such amount until so remitted at a rate equal to the Federal Funds Rate for each such day; provided , however , that if all or any portion of the excess payment or other recovery is thereafter recovered from such remitting Lender or holder, the remittance shall be restored to the extent of such recovery.

Section 8.7. Indemnification . Each Lender severally, but not jointly, hereby agrees to indemnify and hold harmless the Agent, as well as the Agent’s agents, employees; officers and directors, ratably according to their respective Percentages from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgment, demands, damages, costs, disbursements, or expenses (including attorneys’ fees and expenses, and costs of in-house counsel) of any kind or nature whatsoever, which are imposed on, incurred by, or asserted against the Agent or its agents, employees, officers or directors in any way relating to or arising out of the Loan Documents, or as a result of any action taken or omitted to be taken by the Agent; provided , however , that no Lender shall be liable for any portion of any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs disbursements, or expenses resulting from the gross negligence, fraud or willful misconduct of the Agent.

Section 8.8. Agent and Affiliates . Bayside (and any successor thereto as Agent) shall have the same rights and powers in its capacity as a Lender hereunder as any other Lender and may exercise or refrain from exercising the same as though it were not the Agent, and Bayside (or such successor) and its affiliates may accept deposits from and generally engage in any kind of business with the Group Members or their Affiliates as fully as if Bayside (or such successor) were not the Agent hereunder.

Section 8.9. Credit Investigation . Each Lender acknowledges that it has made such inquiries and taken such care on its own behalf as would have been the case had its Loans made directly by such Lender to the Borrowers without the intervention of the Agent or any other Lender. Each Lender agrees and acknowledges that the Agent and each other Lender makes no representations or warranties about the creditworthiness of the Obligors or any other party to this Agreement or with respect to or for (a) any recitals, representations or warranties contained in, or for the execution, legality, validity, genuineness, sufficiency, effectiveness or enforceability of any Loan Document, or any other instrument or document delivered hereunder or in connection herewith, (b) the validity, genuineness, perfection, priority, effectiveness, enforceability, existence, value or enforcement of any Collateral.

Section 8.10. Defaults . The Agent shall have no duty to inquire into any performance or failure to perform by the Group Members and shall not be deemed to have knowledge of the occurrence of a Default or an Event of Default (other than under Sections 7.1(a) or 7.1(b) ) hereof unless the Agent has received notice from a Lender or a Borrower specifying the occurrence of such Default or Event of Default. In the event that the Agent receives such a notice of the occurrence of a Default or an Event of Default, the Agent shall give prompt notice thereof to the Lenders. In the event of any Default, the Agent shall (subject to Section 8.7 hereof) (a) in the case of a Default that constitutes an Event of Default, not take any of the actions referred to in Section 7.2(b) hereof unless so directed by the Required Lenders, and (b) in the case of any Default or Event of Default, take such actions with respect to such Default as shall be directed by the Required Lenders; provided that , unless and until the Agent shall have received such directions, the Agent may take any action, or refrain from taking any action, with respect to such Default or Event of Default as it shall deem advisable in the best interest of the Lenders.

Section 8.11. Obligations Several . The obligations of each Lender hereunder are the several obligations of such Lender, and neither any Lender nor the Agent shall be responsible for the obligations of any other Lender hereunder, nor will the failure by the Agent or any Lender to perform any of its obligations hereunder relieve the Agent or any other Lender from the performance of its respective obligations hereunder. Nothing contained in this Agreement, and no action taken by any Lender or the Agent pursuant hereto or in connection herewith or pursuant to or in connection with the Loan Documents shall be deemed to constitute the Lenders, together or with or without the Agent, as a partnership, association, joint venture, or other entity.

Section 8.12. Sale or Assignment; Addition of Lenders . Except as permitted under the terms and conditions of this Section 8.12 , no Lender may sell, assign or transfer its rights or obligations under this Agreement or such Lender’s Notes or Loans or Commitment.

(i) Subject to the conditions set forth in paragraph (a)(ii) below, any Lender may at any time upon at least five Business Day’s advance notice to the Administrative Agent and the Administrative Borrower assign to one or more assignees that (x) is a domestic or foreign bank (having a branch office in the United States), an insurance company, a hedge fund or analogous investment fund, an Approved Fund or any other financial institution (provided that such proposed assignee, if other than a fund, has capital and surplus, or in the case of a fund (other than an Approved Fund), has, together with all other funds under common management, investment assets, as applicable, in excess of $250 million), and (y) is not an Obligor or a Group Member or an Affiliate of any of the foregoing or a natural person or a competitor of any Group Member whose primary business competes in the same business segment and in the same geographic area as the Group Members (any such bank, insurance company, fund or Approved Fund meeting the foregoing requirements, an “ Applicant ”) on any date (the “ Adjustment Date ”) selected by such Lender, all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment, the Revolving Notes and Revolving Loans at the time owing to it) with the prior written consent of:

(A) the Administrative Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Default or Event of Default has occurred and is continuing, any other assignee; and

(B) the Administrative Agent (which consent of the Administrative Agent may be withheld or given in the Administrative Agent’s sole discretion); provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Note or Loan to a Lender, an Affiliate of a Lender or an Approved Fund.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of any assignment made in connection with an assignment of the entire remaining amount of the assigning Lender’s Commitment and Notes and Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Revolving Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment Certificate with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment Certificate, as of the Trade Date) shall not be less than $1.0 million, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, Administrative Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Loans or the Revolving Commitment, as applicable, assigned;

(C) the Administrative Agent, the assigning Lender and such Applicant shall, on or before the Adjustment Date, execute and deliver to the Administrative Agent an Assignment Certificate in substantially the form of Exhibit G (an “ Assignment Certificate ”);

(D) if requested by the Administrative Agent, each Borrower will execute and deliver to the Administrative Agent, for delivery by the Administrative Agent in accordance with the terms of the Assignment Certificate, (i) a new Revolving Note or Term Note, as applicable, payable to the order of the Applicant in the amount corresponding to the applicable Revolving Loan acquired by such Applicant and (ii) a new Revolving Note or Term Note payable to the order of the assigning Lender in the amount corresponding to the retained Revolving Loan. Such new Term Notes or Revolving Notes shall be in an aggregate principal amount equal to the principal amount of the Term Notes or Revolving Notes to be replaced by such new Term Notes or Revolving Notes, shall be dated the effective date of such assignment and shall otherwise be in the form of the Term Note or Revolving Note to be replaced thereby. Such new Term Notes or Revolving Notes shall be issued in substitution for, but not in satisfaction or payment of, the Term Note or Revolving Note being replaced thereby and such new Term Notes or Revolving Notes shall be treated as a Term Note or Revolving Note) for all purposes of this Agreement; and

(E) the assigning Lender shall pay to the Administrative Agent an administrative fee of $3,500.

(iii) Any assignment or purported assignment to any Person that is not an Eligible Assignee shall be null and void. Upon the execution and delivery of such Assignment Certificate and such new Term Notes or Revolving Notes, and effective as of the effective date thereof (A) this Agreement shall be deemed to be amended to the extent, and only to the extent, necessary to reflect the addition of such additional Lender and the resulting adjustment of the Percentages arising therefrom, (B) the assigning Lender shall be relieved of all obligations hereunder to the extent of the reduction of the assigning Lender’s Percentage, and (C) the Applicant shall become a party hereto and shall be entitled to all rights, benefits and privileges accorded to a Lender herein and in each other Loan Document or other document or instrument executed pursuant hereto and subject to all obligations of a Lender hereunder, including, without limitation, the right to approve or disapprove actions which, in accordance with the terms hereof, require the approval of the Required Lenders or all Lenders. In order to facilitate the addition of additional Lenders hereto, the Administrative Borrower (subject to its approval rights hereunder, if any) and the Lenders shall cooperate fully with the Administrative Agent in connection therewith and shall provide all reasonable assistance requested by the Administrative Agent relating thereto, including, without limitation, the furnishing of such written materials and financial information regarding the Group Members as the Administrative Agent may reasonably request, the execution of such documents as the Administrative Agent may reasonably request with respect thereto, and the participation by officers of the Administrative Borrower and the Lenders at reasonable times and places in a meeting or teleconference call with any Applicant upon the reasonable request of the Administrative Agent.

Section 8.13. Participation . In addition to the rights granted in Section 8.12 , each Lender may, upon the prior written consent of the Administrative Agent (which consent may be given or withheld in Agent’s sole discretion), grant participations in all or a portion of its Revolving Note and Revolving Loans to any domestic or foreign commercial bank (having a branch office in the United States), insurance company, financial institution or an Affiliate of such Lender pursuant to documentation

delivered to and deemed acceptable to the Administrative Agent. No holder of any such participation shall be entitled to require any Lender to take or omit to take any action hereunder, except that a Lender selling a participation may agree with the participant that such Lender will not, without such participant’s consent, take any action which would, in the case of any principal, interest, premium or fee in which the participant has an ownership or beneficial interest: (a) extend the final maturity of any Loans or extend the Maturity Date, (b) reduce the interest rate on the Loans or the amount of any premium or fee payable in respect of the Loans, (c) forgive any principal of, or interest on, the Loans, or any premium or fees payable in respect thereof, or (d) release all or substantially all of any Collateral for the Loans. The Lenders shall not, as among the Borrowers, the Agent and the Lenders, be relieved of any of their respective obligations hereunder as a result of any such granting of a participation. Each Obligor hereby acknowledges and agrees that any holder of a participation described in this Section 8.13 may rely upon, and possess all rights under, any opinions, certificates, or other instruments or documents delivered under or in connection with any Loan Document. Except as set forth in this Section 8.13 , no Lender may grant any participation in its Notes or Loans.

Section 8.14. Withholding Tax Exemption . At least five (5) Business Days prior to the first date on which interest or premium or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Administrative Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender that so delivers a Form W-8BEN or W-8ECI further undertakes to deliver to the Administrative Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Administrative Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Term Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Administrative Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Section 8.15. Agent’s Counsel . In connection with the negotiation, drafting and execution of this Agreement and the other Loan Documents, perfecting any security interest, completing any filings or registrations and in connection with future legal representation relating to loan administration, amendments, modifications, waivers, forbearance or enforcement of remedies, any law firm engaged by the Agent (the “ Agent Firm ”) has only represented and shall only represent the Agent (or its Affiliates), in its/their capacity as Agent or as a Lender, as applicable. Each Borrower and each other Lender hereby acknowledges, and each Assignee and Participant (by accepting an Assignment or a Participation, as provided in Sections 8.12 and 8.13 hereof) shall be deemed to acknowledge, that no Agent Firm represents it in connection with any such matters.

Section 8.16. Obligor not a Beneficiary or Party . Except with respect to the limitation of liability applicable to the Lenders under Section 8.11 , the provisions and agreements in this Article VIII are solely among the Lenders and the Agent, and no Obligor shall be considered a party thereto or a beneficiary thereof.

Section 8.17. Administrative Agent and Collateral Agent May Delegate Duties . The Administrative Agent and the Collateral Agent may appoint sub-agents to exercise on their behalf any of their respective duties, obligations or rights under the Loan Documents, and each such sub-agent shall have all of the rights and benefits of the Administrative Agent or Collateral Agent, as applicable, under this Article VIII . Each of the Administrative Agent and the Collateral Agent shall not be responsible for the negligence or misconduct of any sub-agents selected by it with reasonable care, except as otherwise provided in Section 8.3 .

Section 8.18. Collateral Matters .

(a) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Lien on any Collateral upon the termination of the Commitments, and payment and satisfaction in full in cash by the Borrowers of all Obligations, constituting property being Disposed of if a release is required or desirable in connection therewith and if the Administrative Borrower certifies to the Collateral Agent that the Disposition is permitted under Section 6.5 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), constituting property in which no Group Member owned any interest at the time the Agent’s Lien was granted nor at any time thereafter, or constituting property leased to a Group Member under a Lease or other lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by the Administrative Agent or the Administrative Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 8.18 ; provided , however , that (1) the Collateral Agent shall not be required to execute any document necessary to evidence such release on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Obligor in respect of) all property and other interests retained by the Obligors, including, the proceeds of any Disposition, all of which shall continue to constitute part of the Collateral.

(b) The Agent and its Affiliates and Agent Firm and other representatives shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Group Members or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, the Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise expressly provided herein.

Section 8.19. Agency for Perfection . The Collateral Agent hereby appoints each other Lender as its agent (and each Lender hereby accepts such appointment) for the purpose of perfecting the Agent’s Liens in property that, in accordance with Article VIII or Article IX , as applicable, of the Code can be perfected only by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver possession or control of such Collateral to the Collateral Agent or in accordance with the Administrative Agent’s instructions.

Section 8.20. Field Audits and Examinations; Confidentiality; Disclaimers by Lenders . By becoming a party to this Agreement, each Lender:

(a) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after it becomes available, a copy of each completed field audit or examination report respecting the Group Members (each a “ Report ” and collectively, “ Reports ”) prepared by or at the request of the Administrative Agent, and the Administrative Agent shall so furnish each Lender with such Reports,

(b) expressly agrees and acknowledges that the Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in any Report,

(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Group Members and will rely significantly upon the Group Members’ books and records, as well as on representations of the Group Members’ personnel,

(d) agrees to keep all Reports and other material, non-public information regarding the Group Members and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.12 , and

(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend and hold the Administrative Agent, and any such other Lender preparing a Report, harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs) incurred by the Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Section 8.21. Successor Agent . Each of the Administrative Agent and the Collateral Agent may voluntarily resign as administrative agent or collateral agent, as applicable, at any time by giving ten Business Days’ prior written notice thereof to the other Agent, the Administrative Borrower and the Lenders. Upon any such notice of resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent or Collateral Agent, as applicable. If no successor shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent from among the Lenders or from among those financial institutions who regularly provide such services in the New York financial markets. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall promptly (i) transfer to

such successor Agent all sums, securities and other items of collateral (if any) held by it under the Loan Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under the Loan Documents, and (ii) execute and deliver to such successor Agent such documents, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Agent of the rights and benefits under the Loan Documents, whereupon such retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent hereunder.

ARTICLE IX

GUARANTY

Section 9.1. Guaranty .

(a) Each Guarantor, and each Borrower (with respect to each other Borrower), hereby irrevocably and unconditionally guarantees to the Administrative Agent, for the benefit of the Secured Parties, the full and prompt payment when due of the Obligations, including, without limitation, any interest thereon (including, without limitation, interest, premiums and fees, as provided in this Agreement, accruing after the filing of a petition initiating any Insolvency Proceeding, whether or not such interest, premium or fees accrue or are recoverable against the Borrowers after the filing of such petition for purposes of the Bankruptcy Code or are an allowed claim in such proceeding), plus documented, reasonable attorneys’ fees and expenses if the obligations represented by this Guaranty are collected by law, through an attorney-at-law, or under advice therefrom.

(b) Regardless of whether any proposed guarantor or any other Person shall become in any other way responsible to the Secured Parties, or any of them, for or in respect of the Obligations or any part thereof, and regardless of whether or not any Person now or hereafter responsible to the Secured Parties, or any of them, for the Obligations or any part thereof, whether under this Guaranty or otherwise, shall cease to be so liable, each Guarantor and each Borrower hereby declares and agrees that this Guaranty shall be a joint and several obligation, shall be a continuing guaranty and shall be operative and binding until the Obligations shall have been indefeasibly paid in full in cash and all Commitments shall have been terminated.

(c) Each Guarantor and each Borrower absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment in cash in full, or performance, to the extent of its obligations hereunder, or a defense that such Guarantor’s or such Borrower’s liability is limited as provided in Section 9.3 ), set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations of the Guarantors or the Borrowers under this Guaranty or the obligations of any other Person or party (including, without limitation, the Borrowers) relating to this Guaranty or the obligations of any of the Guarantors and the Borrowers under this Guaranty or otherwise with respect to the Obligations in any action or proceeding brought by the Administrative Agent or any other Secured Party to collect the Obligations or any portion thereof, or to enforce the obligations of any of the Guarantors or the Borrowers under this Guaranty or to foreclose on any Collateral owned by any Obligor.

(d) The Secured Parties, or any of them, may from time to time, without exonerating or releasing any Guarantor or any Borrower in any way under this Agreement, including this Guaranty, (i) take such further or other security or securities for the Obligations or any part thereof as they may deem proper, or (ii) release, discharge, abandon or otherwise deal with or fail to deal with any Guarantor or guarantor or Borrower of the Obligations or any security or

securities therefor or any part thereof now or hereafter held by the Secured Parties, or any of them, or (iii) amend, modify, extend, accelerate or waive in any manner any of the provisions, terms, or conditions of the Loan Documents, all as they may consider expedient or appropriate in their sole discretion. Without limiting the generality of the foregoing, or of Section 9.1(e) , it is understood that the Secured Parties, or any of them, may, without exonerating or releasing any Guarantor or Borrower, give up, modify or abstain from perfecting or taking advantage of any security for or guarantee of the Obligations and accept or make any compositions or arrangements, and realize upon any security for or guarantee of the Obligations when, and in such manner, and with or without notice, all as such Person may deem expedient.

(e) Each Guarantor and each Borrower acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), shall discharge all or any part of the liabilities and obligations of such Guarantor or Borrower pursuant to this Guaranty; it being the purpose and intent of the Guarantors, the Borrowers and the Secured Parties that the covenants, agreements and all liabilities and obligations of each Guarantor and of each Borrower hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor and each Borrower agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, and without possibility of recourse, whether by operation of law or otherwise, such Guarantor’s or such Borrower’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Secured Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Secured Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or such Borrower, or by reason of any further dealings between the Borrowers or Guarantors, on the one hand, and any Secured Party, on the other hand, or any other guarantor or surety, and such Guarantor or such Borrower hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

(f) The Secured Parties, or any of them, may, without demand or notice of any kind upon or to any Guarantor or Borrower, at any time or from time to time when any amount shall be due and payable hereunder by any Guarantor or Borrower following and during the continuance of an Event of Default, if the Borrowers shall not have timely paid any of the Obligations, set-off and appropriate and apply to any portion of the Obligations hereby guaranteed, and in such order of application as the Administrative Agent may from time to time elect in accordance with this Agreement, any deposits, property, balances, credit accounts or moneys of any Guarantor or any Borrower in the possession of any Secured Party or under their respective control for any purpose. If and to the extent that any Guarantor or Borrower makes any payment to the Administrative Agent or any other Person pursuant to or in respect of this Guaranty, any claim, by subrogation, contribution or otherwise, which such Guarantor or Borrower may have against any Borrower or other Guarantor by reason thereof shall be subject and subordinate to the prior payment in full of the Obligations to the satisfaction of the Administrative Agent.

(g) Upon the bankruptcy or winding up or other distribution of assets of any Borrower, or of any surety or guarantor (other than the applicable Guarantor or other Borrower) for any Obligations of the Borrowers to the Secured Parties, or any of them, the rights of the Administrative Agent against any Guarantor or Borrower shall not be affected or impaired by the

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omission of any Secured Party to prove its claim, or to prove the full claim, as appropriate, against any Borrower, or any other Borrower or any such other guarantor or surety, and the Administrative Agent may prove such claims as it sees fit and may refrain from proving any claim and in its discretion may value as it sees fit or refrain from valuing any Collateral or other security held by it without in any way releasing, reducing or otherwise affecting the liability to the Secured Parties of each of the Guarantors and each of the Borrowers.

(h) Each Guarantor and each Borrower hereby absolutely, unconditionally and irrevocably expressly waives, except to the extent such waiver would be expressly prohibited by Applicable Law, the following: (i) notice of acceptance of this Guaranty, (ii) notice of the existence or creation of all or any of the Obligations, (iii) presentment, demand, notice of dishonor, protest and all other notices whatsoever (other than notices expressly required hereunder or under any other Loan Document to which any Guarantor is a party), (iv) all diligence in collection or protection of or realization upon the Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing, (v) until the Obligations shall have been paid in full in cash, all rights to enforce any remedy which the Secured Parties, or any of them, may have against any Borrower and (vi) until the Obligations shall have been paid in full in cash, all rights of subrogation, indemnification, contribution and reimbursement from the Borrowers or other Guarantors for amounts paid hereunder and any benefit of, or right to participate in, any Collateral or other security now or hereinafter held by the Secured Parties, or any of them, in respect of the Obligations. If a claim is ever made upon any Secured Party for the repayment or recovery of any amount or amounts received by such Person in payment of any of the Obligations and such Person repays all or part of such amount by reason of (A) any judgment, decree or order of any court or administrative body or other Governmental Authority having jurisdiction over such Person or any of its property, or (B) any settlement or compromise of any such claim effected by such Person with any such claimant, including any Borrower, then in such event each Guarantor and each Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor or such Borrower, notwithstanding any revocation hereof or the cancellation of any promissory note or other instrument evidencing any of the Obligations, and such Guarantor or such Borrower shall be and remain obligated to such Person hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Person.

(i) This Guaranty is a continuing guaranty of the Obligations and all liabilities to which it applies or may apply under the terms hereof and shall be conclusively presumed to have been created in reliance hereon. No failure or delay by any Secured Party in the exercise of any right, power, privilege or remedy shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy and no course of dealing between any Guarantor, any Borrower and any Secured Party shall operate as a waiver thereof. No action by any Secured Party permitted hereunder shall in any way impair or affect this Guaranty. For the purpose of this Guaranty, the Obligations shall include, without limitation, all Obligations of the Borrowers to the Secured Parties, notwithstanding any right or power of any third party, individually or in the name of any Borrower or the Secured Parties, or any of them, to assert any claim or defense as to the invalidity or unenforceability of any such Obligation, and no such claim or defense shall impair or affect the obligations of any Guarantor or any Borrower hereunder.

(j) This is a guaranty of payment and not of collection. In the event the Administrative Agent makes a demand upon any Guarantor or any Borrower in accordance with the terms of this Guaranty, such Guarantor or Borrower shall be held and bound to the Administrative Agent directly as debtor in respect of the payment of the amounts hereby guaranteed. All costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred by the Administrative Agent in obtaining performance of or collecting payments due under this Guaranty shall be deemed part of the Obligations guaranteed hereby.

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(k) Each Guarantor and each Borrower expressly represents and acknowledges that any financial accommodations by the Secured Parties to the Borrowers, including, without limitation, the extension of credit, are and will be of direct interest, benefit and advantage to such Guarantor or such Borrower.

(l) Each Guarantor and each Borrower shall be entitled to subrogation and contribution rights from and against the Borrowers to the extent any Guarantor or any Borrower is required to pay to any Secured Party any amount in excess of the Revolving Loans advanced directly to, or other Obligations incurred directly by, such Guarantor or Borrower or as otherwise available under Applicable Law; provided , however , that such subrogation and contribution rights are and shall be subject to the terms and conditions of this Section 9.1(l) , and provided further that the payment obligation of a Guarantor or a Borrower to any other Guarantor or any other Borrower under any Applicable Law regarding contribution rights or subrogation rights or similar rights among co-obligors or otherwise is and shall be expressly subordinate and subject in right of payment to the prior indefeasible payment in full in cash of the obligations of such Guarantor or such Borrower under the other provisions of this Guaranty and the indefeasible payment in full in cash of all Obligations and termination of all Commitments, and such Guarantor or such Borrower shall not exercise any right or remedy with respect to such contribution rights or subrogation rights or similar rights until (i) payment and satisfaction in full of all such obligations and (ii) the Obligations shall have been indefeasibly paid in full in cash and all Commitments shall have been terminated.

Section 9.2. Special Provisions Applicable to Additional Guarantors . Pursuant to Section 5.8 of this Agreement, any new Subsidiary of any Obligor is required to enter into this Agreement by executing and delivering to the Administrative Agent a Guaranty Supplement. Upon the execution and delivery of a Guaranty Supplement by such new Subsidiary, such Subsidiary shall become a Guarantor and Obligor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any Guaranty Supplement (or any other supplement to any Loan Document delivered in connection therewith) adding an additional Guarantor as a party to this Agreement or any other applicable Loan Document shall not require the consent of any other party hereto. The rights and obligations of each party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor hereunder.

Section 9.3. Maximum Liability of Obligors . It being understood that the intent of the Secured Parties is to obtain a guaranty from each Guarantor and each Borrower, and the intent of each Guarantor and each Borrower is to incur guaranty obligations, in an amount no greater than the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, it is hereby agreed that:

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or other extensions of credit made under this Agreement to it) the Guarantor Obligations of each Guarantor and each Borrower shall be limited to the greater of (x) the Total Available Net Assets and (y) the value received by such Guarantor or such Borrower in connection with the incurrence of the Guarantor Obligations to the greatest extent such value can be determined; and

(b) if, but for the operation of this Section 9.3(b) and notwithstanding Section 9.3(a) , the Guarantor Obligations of any Guarantor or any Borrower hereunder otherwise would be subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, taking into consideration such Guarantor’s or such Borrower’s (i) rights of contribution, reimbursement and indemnity from the Borrowers and the other Guarantors with respect to amounts paid by such Guarantor or such Borrower in respect of the Obligations (including pursuant to Section 9.4 ) (calculated so as to reasonably maximize the total amount of obligations able to be incurred hereunder), and (ii) rights of subrogation to the rights of the Secured Parties, then the Guarantor Obligations of such Guarantor or such Borrower shall be the largest amount, if any, that would not leave such Guarantor or such Borrower, after the incurrence of such obligations, insolvent or with unreasonably small capital within the meaning of Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, or otherwise make such obligations subject to such avoidance.

Any Person asserting that the Guarantor Obligations of such Guarantor or such Borrower are subject to Section 9.3(a) or are avoidable as referenced in Section 9.3(b) shall have the burden (including the burden of production and of persuasion) of proving (a) the extent to which such Guarantor Obligations, by operation of Section 9.3(a) , are less than the Obligations of the Borrowers owed to the Secured Parties or (b) that, without giving effect to Section 9.3(b) , such Guarantor’s or such Borrower’s Guarantor Obligations hereunder would be avoidable and the extent to which such Guarantor Obligations, by operation of Section 9.3(b) , are less than such Obligations of the Borrowers, as the case may be.

Section 9.4. Contribution Rights, Etc. In order to provide for just and equitable contribution, indemnity and reimbursement among the Guarantors and any other Obligors, including the Borrowers, in connection with the execution of this Guaranty, the Obligors have agreed among themselves that if any Obligor satisfies some or all of the Obligations (a “Funding Obligor”), the Funding Obligor shall be entitled to contribution, indemnity or reimbursement, as applicable, from the other Obligors that have positive Maximum Available Net Assets (as defined below) for all payments made by the Funding Obligor in satisfying the Obligations, so that each Obligor that remains obligated under this Guaranty or any other guaranty or otherwise for the Obligations at the time that a Funding Obligor makes such payment, without regard to the making of such payment (a “Remaining Obligor”), and that has a positive Maximum Available Net Assets, shall bear a portion of such payment equal to the percentage that such Remaining Obligor’s Maximum Available Net Assets bears to the aggregate Maximum Available Net Assets of all Obligors that have positive Maximum Available Net Assets, provided that no Remaining Obligor’s obligation to make such contribution, indemnity or reimbursement payments hereunder shall exceed an amount equal to the Maximum Available Net Assets of such Remaining Obligor.

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or, in the case of each Borrower, the liabilities arising from the joint and several liability of such Borrower with respect to Loans or other extensions of credit made under this Agreement to each other Borrower and excluding, to the maximum extent permitted by Applicable Law with the objective of avoiding rendering such Person insolvent, liabilities subordinated to the Obligations arising out of loans or advances made to such Person by any other Person, and

“ Maximum Available Net Assets ” means, with respect to any Obligor, the greatest of the Available Net Assets of such Obligor calculated as of the following dates: (A) the date on which such Person becomes an Obligor, and (B) each date on which such Obligor expressly reaffirms this Guaranty.

Each Guarantor and Borrower shall be deemed to expressly reaffirm the guaranty provided for in this Article IX upon each borrowing of a Loan and automatically, without further action, upon each delivery by the Administrative Borrower of financial statements required pursuant to Section 5.1(a) . The meaning of the terms “fair valuation” and “fair saleable value” and the calculation of assets and liabilities shall be determined and made in accordance with the relevant provisions of the Bankruptcy Code and applicable state fraudulent conveyance or transfer laws.

ARTICLE X

MISCELLANEOUS

Section 10.1. No Waiver; Cumulative Remedies . No failure or delay on the part of the Agent, any Lender or any other Secured Party in exercising any right, power or remedy under the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy under the Loan Documents. The remedies provided in the Loan Documents are cumulative and not exclusive of any remedies provided by law.

Section 10.2. Amendments, Requested Waivers, Etc. No amendment, modification, termination or waiver of any provision of any Loan Document or consent to any departure by any Obligor therefrom shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Required Lenders; provided that no amendment, modification, termination, waiver or consent shall do any of the following unless the same shall be in writing and signed by the Administrative Agent and each Lender directly affected thereby:

(a) increase the Commitments;

(b) reduce the amount of any principal of or interest, premium or fees due on or in respect of the Loans other fees payable to the Lenders;

(c) postpone any date fixed for any scheduled payment of principal of or interest, premium or fees due on or in respect any outstanding Loan or other fees payable to the Lenders hereunder (for the avoidance of doubt, mandatory prepayments pursuant to Section 2.9(a) may be postponed, delayed, waived or modified with the consent of the Required Lenders);

(d) release any material Guaranty or the pledge of any Equity Interest in any Subsidiary under any Loan Document, other than a release of such Guaranty or pledge of such Equity Interest to permit divestiture of the relevant Subsidiary permitted by this Agreement or specifically approved by the Required Lenders;

(e) other than as permitted by Section 8.18(a)(i) , release Agent’s Lien in all or substantially all of the Collateral;

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(f) change the definition of “Required Lenders”; or

(g) amend this Section 10.2 or any other provision of this Agreement requiring the consent or other action of the Required Lenders or all Lenders.

Any waiver or consent given hereunder shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on any Borrower in any case shall entitle any Borrower to any other or further notice or demand in similar or other circumstances.

If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “ Non-Consenting Lender ”), then the Administrative Agent may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is satisfactory to the Administrative Agent shall agree, as of such date, to purchase for cash the Revolving Loans and other Obligations due to the Non-Consenting Lender pursuant to an assignment and assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of Section 8.12 , unless waived by the Administrative Agent and the Administrative Borrower and (ii) the Administrative Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, and (2) an amount, if any, equal to the payment (in excess of the face value of the principal amount) which would have been due to such Lender on the day of such replacement had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

Section 10.3. Notices and Distributions .

(a) Except as otherwise expressly provided herein, all notices, requests, demands and other communications provided for under the Loan Documents shall be in writing and delivered to the applicable parties at their respective addresses set forth on Schedule 10.3 , or, as to each party, at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 10.3 . All such notices, requests, demands and other communications, shall be effective upon actual delivery if hand delivered, or shall be effective when sent by nationally recognized overnight mail courier or delivery service, or if sent by email or PDF, whet sent, in each case addressed as aforesaid, except that notices or requests to the Agent, any Lender, or any other Secured Party pursuant to any of the provisions of Article II shall not be effective until received by the Agent, such Lender, or such other Secured Party.

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expense of the Obligors. Each of Holdings and each Obligor acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Administrative Agent nor any of its Affiliates represents or warrants the accuracy, completeness, timeliness, sufficiency or sequencing of the Communications posted on the Platform. The Administrative Agent and its Affiliates expressly disclaim with respect to the Platform any liability for errors in transmission, incorrect or incomplete downloading, delays in posting or delivery, or problems accessing the Communications posted on the Platform and any liability for any losses, costs, expenses or liabilities that may be suffered or incurred in connection with the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent or any of its Affiliates in connection with the Platform.

(c) Each Secured Party party hereto agrees that notice to it (as provided in the next sentence) (a “ Notification ”) specifying that any Communication has been posted to the Platform shall for purposes of this Agreement constitute effective delivery to such Secured Party, as applicable, of such information, documents or other materials comprising such Communication. Each Secured Party party hereto agrees (i) to notify, on or before the date such Secured Party becomes a party to this Agreement, the Administrative Agent in writing of such Secured Party’s e-mail address to which a Notification may be sent (and from time to time thereafter to ensure that the Administrative Agent has on record an effective e-mail address for such Secured Party) and (ii) that any Notification may be sent to such e-mail address.

Section 10.4. Agent Expenses . Any action taken by any Obligor under or with respect to any Loan Document, even if required under any Loan Document or at the request of any Secured Party, shall be at the expense of such Obligor, and no Secured Party shall be required under any Loan Document to reimburse any Group Member therefor except as expressly provided therein. The Borrowers will reimburse the Agent for all Agent Expenses, such reimbursement to be made (a) on the Closing Date, in the case of all Agent Expenses incurred on or prior to the Closing Date (unless waived by the Agent), and (b) promptly following request for reimbursement, in the case of other Agent Expenses. The obligations of the Obligors under this Section 10.4 shall survive termination of this Agreement and the discharge of the Obligations.

Section 10.5. Costs and Expenses; Indemnification . In addition to the payment of Agent Expenses pursuant to Section 10.4 , each Borrower agrees to indemnify, defend and hold harmless the Agent, each Lender, each other Secured Party and each of their respective participants, parent corporations, subsidiary corporations, affiliated corporations, successor corporations, and all present and future officers, directors, employees, attorneys and agents (the “ Indemnitees ”), from and against (i) any Environmental Liability, or any other Liability to which any Indemnitee may be subjected as a result of any past, present or future existence, use, handling, storage, transportation or disposal of any Hazardous Substance by any Group Member or with respect to any property owned, leased or controlled by any Group Member, (ii) any and all transfer taxes, documentary taxes, recording taxes, assessments or charges made by any Governmental Authority (excluding income or gross receipts taxes) by reason of the execution and delivery of this Agreement and the other Loan Documents, the recording or filing of any Mortgage or other Loan Document, the Agent’s Lien in any Collateral, or the making of any Loans, and (iii) any and all Liabilities of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel) in connection with any investigative, administrative or judicial proceedings, whether or not such Indemnitee shall be designated a party thereto, or with any other matter, in each case which may be imposed on, incurred by or asserted against such Indemnitee, in any manner

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relating to or arising out of or in connection with, (w) the Commitments, the making or maintaining of any Loans, the entering into of this Agreement or any other Loan Documents, any Obligation (or the repayment thereof), the Agent’s Lien in any Collateral, or the use or intended use of the proceeds of the Loans, or any securities filing of, or with respect to, any Group Member, (x) any commitment letter, proposal letter or term sheet with any Person or any contractual obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Group Member or any Affiliate of any of them in connection with any of the foregoing and any contractual obligation entered into in connection with any Platform, (y) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of its securities or its creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (z) any other act, event or transaction related, contemplated in or attendant to any of the foregoing. If any investigative, judicial or administrative proceeding arising from any of the foregoing is brought against any Indemnitee, upon request of such Indemnitee, the Administrative Borrower, or counsel designated by the Administrative Borrower and satisfactory to the Indemnitee, will resist and defend such action, suit or proceeding to the extent and in the manner directed by the Indemnitee, at the Borrowers’ sole cost and expense. Each Indemnitee will use its commercially reasonable efforts to cooperate in the defense of any such action, suit or proceeding. If the foregoing undertaking to indemnify, defend and hold harmless may be held to be unenforceable because it violates any law or public policy, the Borrowers shall nevertheless make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities contemplated hereby which is permissible under Applicable Law. Each of the Group Members hereby releases, acquits, and forever discharges the Agent, each of the Lenders, and each other Secured Party, and each of and every past and present affiliates, officers, directors, agents, servants, employees, representatives and attorneys of the Agent, the Lenders and the other Secured Parties, from any and all claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character, or nature whatsoever, known or unknown, fixed or contingent, which any Group Member may have or claim to have now or which may hereafter arise out of or connected with any act of commission or omission of the Indemnitees (except, as to each Indemnitee, to the extent arising solely out of the gross negligence, fraud or willful misconduct of such Indemnitee as finally determined by a non-appealable judgment of a court of competent jurisdiction) including, without limitation, any claims, liabilities or obligations arising with respect to the this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. The provisions of this Section 10.5 shall be binding upon each of the Group Members and shall inure to the benefit of the Agent, the Lenders and the other Secured Parties and each of the past and present affiliates, officers, directors, agents, servants, employees, representatives and attorneys of the Agent, the Lenders and the other Secured Parties. The obligations of the Obligors under this Section 10.5 shall survive termination of this Agreement and the discharge of the Obligations.

Section 10.6. Execution in Counterparts . This Agreement and other Loan Documents may be executed in any number of counterparts, each of which when so executed and delivered (including by PDF or facsimile transmission, which shall be as effective as delivery of a manually executed counterpart hereof) shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

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Section 10.7. Governing Law; Jurisdiction; Waiver of Jury Trial; Waiver of Special, Direct, or Consequential Damages .

(a) Governing Law . The Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York (without giving effect to any conflict of law principles), except to the extent the law of any other jurisdiction applies as to the perfection or enforcement of the any security interest in any Collateral (to the extent collateral security is granted with respect to the Obligations) and except to the extent expressly provided to the contrary in any Loan Document.

(b) Jurisdiction . The Obligors, the Agent and the Lenders hereby irrevocably submit to the exclusive jurisdiction and venue of the Bankruptcy Court and any state or federal court of the United States sitting in the State of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents, and the Obligors, the Agent and the Lenders hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such state or federal court. The Obligors, the Agent and the Lenders hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Obligor agrees that a final judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 10.7(b) shall affect the right of the Agent or any Lender to serve legal process in any other manner permitted by law or affect the right of the Agent or any Lender to bring any action or proceeding against any Group Member or the property of any Group Member (including the Collateral) in the courts of other jurisdictions.

(c) WAIVER OF JURY TRIAL . THE OBLIGORS, THE LENDERS AND THE AGENT HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED THEREUNDER.

(d) Special, Indirect or Consequential Damages . In no event shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings), unless resulting solely and directly from the gross negligence, fraud or willful misconduct of such Indemnitee as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. Each Obligor hereby waives, releases and agrees (and shall cause each other Group Member to waive, release and agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 10.8. Integration; Inconsistency . This Agreement, together with the Loan Documents, comprise the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to such subject matter, superseding all prior oral or written understandings. If any provision of a Loan Document (other than the Intercreditor Agreement) is inconsistent with or conflicts with a comparable or similar provision appearing in this Agreement, the comparable or similar provision in this Agreement shall govern.

Section 10.9. Agreement Effectiveness . This Agreement shall become effective upon delivery of fully executed counterparts hereof to each of the parties hereto.

Section 10.10. Advice from Independent Counsel . The parties hereto understand that this Agreement is a legally binding agreement that may affect such party’s rights. Each party hereto represents to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significance of this Agreement and that it is satisfied with its legal counsel and the advice received from it.

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Section 10.11. Binding Effect; No Assignment by Borrower; Third Party Beneficiary . This Agreement shall be binding upon and inure to the benefit of the Obligors, the Lenders, the Agent and their respective successors and assigns; provided , however , no Obligor may assign any or all of its rights or obligations hereunder or any of its interest herein without the prior written consent of the Administrative Agent and all Lenders.

Section 10.12. Confidentiality . The Agent and each Lender shall hold all non-public information regarding the Group Members and their businesses obtained by the Agent or such Lender pursuant to the requirements hereof in accordance with the Agent’s or such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by each Group Member that, in any event, the Agent and each Lender may make (i) on a confidential basis, disclosures of such information to Affiliates of such Lender or the Agent and to their respective agents and advisors (and to other Persons authorized by a Lender or the Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.12 ), (ii) disclosures of such information reasonably required by any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of or in any Revolving Loans or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to any Group Member and its obligations ( provided , such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 10.12 or other provisions at least as restrictive as this Section 10.12 ), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Group Members received by it from the Agent or any Lender, (iv) disclosures in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents, and (v) disclosures required or requested by any Governmental Authority or representative thereof or pursuant to legal or judicial process; provided , unless specifically prohibited by Applicable Law or court order, each Lender and the Agent shall make reasonable efforts to notify the Administrative Borrower of any request by any Governmental Authority or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such lender by such Governmental Authority) for disclosure of any such non-public information prior to disclosure of such information. In addition, notwithstanding the above, Bayside (or any successor thereto as Agent) and its Affiliates (but, subject to the foregoing, not any other Lenders or their Affiliates) may disclose the existence of the Loan Documents and the information about the Loan Documents to any Person.

(a) Each Group Member shall, and shall cause its Affiliates to, not disclose any of the terms and conditions or other provisions of the Administrative Agent Fee Agreement to any Person, and shall keep all such terms and conditions confidential, provided that notwithstanding the foregoing, any Group Member make disclosures of such information (i) to its accountants, legal counsel and other advisors provided that such Persons are informed of the confidentiality of such information and agree to keep such information confidential at least to the same extent as is required hereby, or (ii) as required or requested by any Governmental Authority or representative thereof or pursuant to legal or judicial process or as required by Applicable Law; provided that, unless specifically prohibited by Applicable Law, each Group Member shall make reasonable efforts to notify the Administrative Agent of any request by any Governmental Authority or representative thereof for disclosure of any such confidential information, and shall in any event, unless specifically prohibited by Applicable Law, notify the Administrative Agent of each public disclosure of any such information by a Group Member or any Affiliate thereof, together with the proposed text of such public disclosure, prior to disclosure of such information, and provide the Administrative Agent an opportunity to comment thereon, and will not in any such disclosure disclose more information than is mandatorily required to be disclosed under Applicable Law.

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Section 10.13. Severability of Provisions . Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

Section 10.14. Senior Debt . The Obligations are intended to be senior Debt, and not subordinated to any other senior Debt, or made pari passu with Debt that is subordinated to any other Debt, of any Obligor. The Obligations are deemed to be expressly designated and named as “Designated Senior Debt,” “Designated Senior Indebtedness,” “Senior Indebtedness” or similar terms for purposes of any present or future loan agreement, indenture, note issuance or purchase agreement or other document under which such a designation is applicable or available for senior Debt of any Obligor (including without limitation the 2011 Convertible Subordinated Debenture Indenture).

Section 10.15. Release of Carson-Dellosa Equity . Upon the consummation of a Carson-Dellosa Drag-Along Sale, the Collateral Agent shall release the Liens, securing the Obligations, on the Equity Interests in Carson-Dellosa Publishing, LLC that are Disposed of in such transaction, provided that (and only if) (x) all of the conditions set forth in Section 8.18(a)(ii) (including the requisite certification by the Administrative Borrower) have been satisfied with respect to such release, (y) the Liens on all of such Equity Interests securing the ABL DIP Credit Obligations are concurrently being released, and (z) 100% of the Net Cash Proceeds of such Carson-Dellosa Drag-Along Sale are immediately applied to prepay the Obligations in accordance with Section 2.9(a)(i) .

Section 10.16. USA Patriot Act . Each Lender hereby notifies the Administrative Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ USA Patriot Act ”), it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of such Borrower and other information that will allow such Lender to identify such Borrower in accordance with the USA Patriot Act.

Section 10.17. Administrative Borrower as Agent for Borrower . Each Borrower hereby irrevocably appoints Administrative Borrower as the borrowing agent and attorney-in-fact for all Borrowers. Each Borrower hereby irrevocably appoints and authorizes Administrative Borrower (i) to provide Agent with all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. Each Borrower hereby jointly and severally agrees to indemnify each Indemnitee and hold each Indemnitee harmless against any and all liability, expense, loss or claim of damage or injury, made against the Indemnitees by any Obligor or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Collateral as herein provided, (b) the Indemnitees’ relying on any instructions of Administrative Borrower, or (c) any other action taken by the Indemnitees hereunder or under the other Loan Documents, except that Borrowers will have no liability to the relevant Indemnitee under this Section 10.17 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence, fraud or willful misconduct of such Indemnitee.

Section 10.18. Intercreditor Agreement . Agent and each Lender hereunder, by its acceptance of the benefits provided hereunder, (a) consents to the subordination of liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, and (c) authorizes and instructs the Agent to enter into the Intercreditor Agreement as Agent on behalf of each Lender. Agent and each Lender hereby agrees that the terms,

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conditions and provisions contained in this Agreement are subject to the Intercreditor Agreement and, in the event of a conflict between the terms of the Intercreditor Agreement and this Agreement or any of the Loan Documents, the terms of the Intercreditor Agreement shall govern and control.

Section 10.19. Conflict . In the event of a conflict between this Agreement and the Final Order, the Final Order shall govern.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.


SCHOOL SPECIALTY, INC.,

CLASSROOMDIRECT.COM, LLC,

DELTA EDUCATION, LLC,

SPORTIME, LLC,

CHILDCRAFT EDUCATION CORP.,

BIRD-IN-HAND WOODWORKS, INC.,

CALIFONE INTERNATIONAL, INC.,

PREMIER AGENDAS, INC., as Borrowers

By:		/s/ Michael P. Lavelle
Name:		Michael P. Lavelle
Title:

SELECT AGENDAS, INC.,

By:		/s/ Michael P. Lavelle
Name:		Michael P. Lavelle
Title:

FREY SCIENTIFIC, INC.,

By:		/s/ Michael P. Lavelle
Name:		Michael P. Lavelle
Title:

SAX ARTS & CRAFTS, INC.,

By:		/s/ Michael P. Lavelle
Name:		Michael P. Lavelle
Title:

Signature Page to DIP Credit Agreement


BAYSIDE FINANCE, LLC., as
Administrative Agent

By:		/s/ Richard Siegel
Name:		Richard Siegel
Title:		Authorized Signatory

BAYSIDE FINANCE, LLC., as
Collateral Agent

By:		/s/ Richard Siegel
Name:		Richard Siegel
Title:		Authorized Signatory

BAYSIDE FINANCE, LLC., as a Lender

By:		/s/ Richard Siegel
Name:		Richard Siegel
Title:		Authorized Signatory

Signature Page to DIP Credit Agreement

Schedule 5.18

Milestones


Milestone		Deadline
1. Sellers and Purchaser shall have entered into the Asset Purchase Agreement, which shall be in form and substance acceptable to Agent.		Petition Date

2. Sellers shall have filed the Chapter 11 Cases in the Bankruptcy Court.		Petition Date

3. Sellers shall have filed the Sale Motion seeking the Bankruptcy Court’s approval of the Bidding Procedures Order and the Sale Order and appropriate supporting declarations, in each case, in form and substance acceptable to Agent		Petition Date

4. The Bankruptcy Court shall have (i) held a hearing to consider approval of the proposed Bidding Procedures Order and (ii) entered the Bidding Procedures Order.		February 12, 2013

5. Deadline to submit Qualified Bids (the “ Bid Deadline ”).		March 19, 2013

6. Deadline for Sellers to commence the Auction if any other Qualified Bid is submitted prior to the Bid Deadline (the “ Auction Deadline ”).		March 25, 2013

7. The Bankruptcy Court shall have entered the Sale Order, which shall be in form and substance acceptable to Agent.		March 27, 2013

8. The APA Closing Date shall have occurred.		April 11, 2013

Schedule 1.1.1 – Revolving Commitments and Percentages


Lender	Revolving Commitment		Percentage
Bayside Finance, LLC	$	50,000,000		100	%

Schedule 4.1 – Permits

Domestic and Foreign Entity Filings Jurisdictions:


School Specialty, Inc.
Alabama		Montana
Arizona		Nebraska
Arkansas		Nevada
California		New Hampshire
Connecticut		New Mexico
District of Columbia		New Jersey
Florida		New York
Georgia		North Dakota
Hawaii		Ohio
Idaho		Oklahoma
Illinois		Oregon
Indiana		Pennsylvania
Iowa		South Carolina
Kansas		Tennessee
Kentucky		Texas
Louisiana		Virginia
Maryland		Washington
Massachusetts		West Virginia
Michigan		Wisconsin
Minnesota
Mississippi
Missouri


Premier Agendas, Inc.
Alabama	Massachusetts	Oklahoma
Alaska	Michigan	Oregon
Arizona	Minnesota	Pennsylvania
California	Mississippi	Rhode Island
Colorado	Missouri	South Carolina
Connecticut	Montana	Tennessee
Hawaii	Nebraska	Texas
Idaho	Nevada	Utah
Illinois	New Hampshire	Vermont
Indiana	New Jersey	Virginia
Iowa	New Mexico	Washington
Kentucky	New York	West Virginia
Louisiana	North Carolina	Wisconsin
Maine	North Dakota	Wyoming
Maryland	Ohio

Delta Education, LLC
Delaware
Alabama
California
Illinois
Indiana
Louisiana
Massachusetts

New Hampshire

New York

Texas

Sportime, LLC

Delaware

California

Colorado

Georgia

Mississippi

New York

Childcraft Education Corp.

Arizona

California

Connecticut

Florida

Massachusetts

New York

Pennsylvania

Tennessee

Wyoming

Sax Arts & Crafts, Inc.

Delaware

Filing Jurisdictions:

Frey Scientific, Inc.

Delaware

ClassroomDirect.com, LLC

Delaware

Alabama

Indiana

Califone International, Inc.

Delaware

California

Bird-in-Hand Woodworks, Inc.

New Jersey

Pennsylvania

Select Agendas, Corp.

Nova Scotia

Contractor Licenses:

School Specialty, Inc.

Arizona

Arkansas

California

Idaho

Iowa

Louisiana

Montana

New Jersey

New Mexico

North Dakota

Oregon

Washington

Schedule 4.4 – Group Members (including subsidiaries and joint ventures)

Part A


Entity	Tax ID	State of Domicile	Authorized Shares		Outstanding Shares
School Specialty, Inc.	39-0971239	Wisconsin		151,000,000		19,178,949
ClassroomDirect.com, LLC	47-0892425	Delaware		N/A		1 member share
Childcraft Education Corp.	13-5619818	New York		3,000,000		1,000
Bird-in-Hand Woodworks, Inc.	22-2618811	New Jersey		2,500		5
Frey Scientific, Inc.	39-1953771	Delaware		3,000		100
Sportime, LLC	22-3476939	Delaware		N/A		100
Sax Arts & Crafts, Inc.	39-1956436	Delaware		100		100
Premier Agendas, Inc.	33-0481380	Washington		1,000,000		11,200
Select Agendas, Corp	HFX9927	Canada		100,000		1,000
Califone International, Inc.	56-2003579	Delaware		1,000		100
Delta Education, LLC	52-2328764	Delaware		N/A		100
Premier School Agendas, Ltd.	126517564	Canada		Unlimited		100
Carson – Dellosa Publishing, LLC	27-0645872	Delaware		N/A		3,500 Units

The outstanding shares or membership interests of all entities are 100% owned by School Specialty, Inc., with the exception of (i) Bird-in-Hand Woodworks, Inc., which is 100% owned by Childcraft Education Corp. and (ii) Carson – Dellosa Publishing, LLC in which School Specialty, Inc. owns 35% of the Equity Interests in such party.

Schedule 4.4 – Group Members

Part B

Long-Term Debt

3.75% Convertible Subordinated Notes due 2026, issued 2011


Stock Option Plans		Shares Outstanding
School Specialty, Inc. 1998 Stock Incentive Plan		184,200
School Specialty, Inc. 2002 Stock Incentive Plan		929,870*
School Specialty, Inc. 2008 Equity Incentive Plan		1,427,675^
Inducement Stock Option Grants		330,000

*	2002 Plan 778,725 Stock options; 151,145 Non-vested restricted stock units

^	2008 Plan 1,264,675 Stock options; 163,000 Non-vested restricted stock units

Schedule 4.4 – Group Members

Part C

Mergers:

AutoSkill International, Inc. (acquisition sub) liquidated into School Specialty 12/10/09.

Acquisitions:

11/30/2007 Sitton Spelling (Asset Acquisition directly by School Specialty, Inc.)

08/19/2009 AutoSkill International, Inc. (Asset Acquisition by School Specialty, Inc. acquisition sub)

03/23/2010 ThinkMath! Assignment and transfer of License Agreement and Inventory purchase directly by School Specialty, Inc.

04/04/2011 Telex (Bosch) product line (Asset Acquisition directly by Califone International, Inc.)

Schedule 4.5 Agreed Restricted Payments

None

Schedule 4.6 – Litigation

James Keller, James Hoff and Larry Ward vs. School Specialty, Inc. – This matter deals with a claim from for sales representatives regarding the classification of items and the marginal commission rates based upon that classification. School Specialty, Inc. anticipates its likely exposure will not exceed $200,000. This claim is not covered by insurance. As of the closing this case is currently in the discovery stage with ongoing deposition.

Wilbert Scott Herman vs. School Specialty Inc., Case Number 37-2008-00092226-OU-PL-CTL, filed September 22, 2008 in the Superior Court of California, County of San Diego. Mr. Herman was a school teacher in California and was struck in the head by falling flagpole which was sold by the Parent but not designed or manufactured by the Parent. This is an insured product liability claim and the Parent’s deductible for products liability is $50,000.

Jenna Baker (d.o.b. 10/5/2006; date of accident 06/09/2009; date of reported claim 05/26/2011) claim against Childcraft Education Corp. (a wholly owned subsidiary of School Specialty, Inc.) due to injury suffered by Ms. Baker while at C J’s County Kids Childcare Center LLC with a product allegedly sold by Childcraft. Gallagher Bassett Services through its Subsequent Detailed Status Report dated 01/23/2013, has set the liability reserve on this claim for School Specialty to be $200,000.

School Specialty, Inc. ("SSI") v. RR Donnelley & Sons Company ("RRD"), U.S. Dist. Ct. E.D. Wis., Case No.1:12-CV-01034. SSI sued RRD for damages resulting from a deficient printing job. RRD counterclaimed against SSI for fraud in the inducement and breach of contract, claiming SSI concealed known problems with the inks RRD used for the printing job, and SSI breached its contract with RRD by cancelling purchase orders for additional work. RRD seeks damages in excess of $500,000.

Redcay Industrial Development, III, LLC ("Redcay") v. School Specialty, Inc., U.S. Dist. Ct. E.D. PA, Case No. 12-CV-7074. Redcay leased a warehouse in Mt. Joy, Pennsylvania to SSI for 20 years, ending on January 1, 2025. Pursuant to the terms of the lease, if SSI's credit rating adversely changes during the term of the lease, and that change impairs Redcay's ability to obtain financing or increases the costs of financing, SSI's rent increases by the resulting costs and expenses incurred by Redcay. Redcay claims that SSI's credit rating went down, and Redcay was unable to refinance the property at a substantially lower interest rate. Redcay seeks a declaratory judgment that SSI owes more rent under the lease or, in the alternative, Redcay seeks damages for breach of contract for over $100,000 of additional rent annually.

Serenity McArthur v. Sportime, LLC, et al., Cal. Sup. Ct., Eldorado County, Case No. PC20120634. Ms. McArthur, a minor, claims that while she was at the Boys and Girls Club of Eldorado County Western Slope (the "Boys and Girls Club"), a resistance band manufactured and sold by Sportime wrapped around her neck, causing her to fall and injure herself. She also has named as defendants Black Oak Mine Unified School District and the Boys and Girls Club. She seeks compensatory and punitive damages against Sportime, based on theories of strict products liability and failure to warn.

Specialty location to use wireless technology to exchange information, including access to the Internet. To date, the company is still gathering information to respond substantively, and has discussed the matter with Innovatio’s counsel to a limited extent. Regarding the Innovatio IP Ventures, LLC claim, which is not at the litigation stage, we estimate the exposure to be less than $250,000. We believe that we have a significant chance of prevailing in the event that this is litigated. These claims are not covered by insurance.

Landmark Technology, LLC – claims to own U.S. Patent Nos. 5,576,951, 6,289,319 and 7,010,508 relating to transaction processes and features used in many electronic commerce systems including structures which exchange business data among trading partners. Landmark has notified School Specialty that Landmark believes School Specialty requires a license under these patents. To date, the company is still gathering information to respond substantively, and has discussed the matter with Landmark’s counsel to a limited extent. Regarding the Landmark Technology, LLC claim, which is not at the litigation stage, we estimate the exposure to be less than $200,000. We believe that we have a significant chance of prevailing in the event that this is litigated. These claims are not covered by insurance.

JFJ Toys d/b/a D&L Company and D&L’s owner, Fred Ramirez – claims to own trademark registrations for STOMP and STOMP ROCKET for use with toy air rockets. D&L has claimed that School Specialty’s (Sportime’s) sale of the STOMP-N-LAUNCH BALL LAUNCHER is a trademark infringement. Sportime has removed the product from its web sites and catalogs, and has changed the name of its product to STEP-N-LAUNCH BALL LAUNCHER, but there is still some older product in the pipelines. The company expects the matter to be resolved soon without payment of money to D&L.

S&S Worldwide, Inc. – claims to own a trademark registration for GATOR SKIN for use in connection with certain children’s play ball products. S&S has claimed that School Specialty’s use, in connection with its TechnoSkin ball products, of “Compare our quality and our prices with Gatorskin and all other ‘cheap’ balls. We know ours is the best value and higher quality.” is pejorative and deceptively false. The referenced phrase appears in School Specialty’s catalogs only, and not on its web site. School Specialty plans to remove the referenced phrase from future catalogs. The company expects the matter to be resolved soon without payment of money to S&S.

The Hubbard Company – claims to own a trademark registration for WARD and design, for use in connection with lesson plans, class records and assignment and attendance notebooks, and is a former supplier of these products to School Specialty. Hubbard claims that some of School Specialty’s web sites, including Hammond & Stephens, Learning Outlet, Classroom Direct and School Specialty Canada, are using images and item numbers of Hubbard products, but shipping products from other companies, and claims that such activities are acts of trademark infringement and unfair competition. School Specialty has changed the images of the products shown in its Education Essentials catalog and on its web site, and has changed the item numbers used, and has informed Hubbard of these changes. The company expects the matter to be resolved soon without payment of money to Hubbard.

Barry Traub – is a former employee of the Sportime unit. Mr. Traub has claimed that, after Mr. Traub’s separation from Sportime, Sportime adopted some of his product ideas, and has not complied with its termination agreement with him regarding payment for those ideas. The matter is not yet at the litigation stage, and the company believes the matter will be resolved with a payment, if any, of less than $30,000.

Carson-Dellosa Publishing, LLC (“CD”) a limited liability company of which School Specialty, Inc. (“SSI”) owns a 35% equity interest has through their counsel of Schell Bray PLLC noticed SSI in a letter dated January 3, 2012 that CD alleges that SSI “may have breached and may be contemplating further breaches of the noncompetition provisions set forth in Section 14.4. of the Operating Agreement (the "Noncompetition Provisions"). We are not attempting to describe comprehensively the depth and breadth of the Noncompetition Provisions in this letter. We do, however, wish to express concern about certain activities of SSI that may violate the Noncompetition Provisions.” No formal action has been taken at this time and SSI disputes this allegation.

Schedule 4.8 – Taxes

Massachusetts Department of Revenue has examination dispute with School Specialty, Inc. on its Massachusetts Corporate Excise Tax Returns for the periods of FY 2002, 2003, and 2004. The anticipated exposure on this examination is approximately $157,000 plus interest the full amount of which has been properly reserved on the books of School Specialty, Inc.

Schedule 4.9 – Letters of Credit


LC#	Bank	Beneficiary	01/28/2013
03078027	Bank of America	EOS Acquisition LLC	$	18,472.33
627484	JPMorgan	Employers Insurance	$	250,000.00
IS0017464U	Wells Fargo	Capitol Indemnity Corporation	$	72,000.00
5183	Comerica	DEI CSEP Inc.	$	700,000.00
5184*	Comerica	Travelers Casualty	$	755,000.00
IS0017461U*	Wells Fargo	Travelers Casualty	$	755,000.00
IS0017457U	Wells Fargo	Sentry Insurance	$	900,000.00

			$	3,450,472.33

*	The $755,000.00 letter of credit will be outstanding in duplicates for period not to exceed 30 days. This newly issued letter of credit has been required by Travelers Casualty.

Schedule 4.10 – ERISA Plans

School Specialty, Inc. 401(k) Plan

School Specialty, Inc. Welfare Benefit Plan which is a form of cafeteria plan which provides for health insurance, dental insurance, life insurance, disability insurance, vision insurance, tuition reimbursement and other miscellaneous benefits.

Schedule 4.11 – Material Contracts

Part A

Premier School Agendas, Ltd. and School Specialty, Inc. have an oral understanding causing journal entries to be made on the books of each whereby the Autoskill related services provided by Premier School Agendas, Ltd. to School Specialty, Inc. are reimbursed at cost plus a 10% markup.

Part B

1. FOSS agreement

Agreement between the Regents of the University of California and Encyclopedia Britannica Educational Corporation dated September, 1995.

Amendment No. 1, dated April 17, 1996.

Amendment No. 2, dated May 2, 1997.

Amendment No. 3, dated February 7, 2000.

Amendment No. 4, dated 2001.

Amendment No. 5, dated May 14, 2003.

Amendment No. 6, dated March 6, 2007.

Amendment No. 7, dated January 1, 2008.

Agreement between the Regents of the University of California and Delta Education Inc. dated October 31, 1997.

Amendment No. 1, dated July 31, 2001.

Amendment No. 2, dated May 14, 2003.

Amendment No. 3, dated September 1, 2004.

Amendment No. 4, dated January 1, 2009.

2. Franklin Covey agreement

License Agreement among Franklin Covey Co., a Utah corporation, Premier Agendas, Inc., a Washington corporation, and Premier School Agendas Ltd. Agenda Scolaire Premier Ltee, a corporation incorporated under the Canadian Business Corporation Act dated November 13, 2001.

Part C None

Schedule 4.12 Environmental Compliance

Consent Agreement and Final Order regarding Califone International Inc. and the United States Environmental Protection Agency regarding listing of antimicrobial agents in the production of headphones. Docket No. FIFRA-09-2010-0002 a copy of which has been provided to the Administrative Agent.

Schedule 4.14(a) – Owned and Leased Real Estate

Part A

Owned Property

Salina, Kansas Distribution Center owned by School Specialty, Inc.


Address:		3525 S. Ninth Street
		Salina, KS 67401

Leased Property

101 Almgren Drive, Agawam, MA 01001

3825 S Willow Avenue, Fresno, CA 93722

W6316 Design Drive, Greenville, WI 54942

1156 Four Star Drive, Mount Joy, PA 17552

100 Paragon Parkway, Mansfield, OH 44903

625 Mount Auburn Street, Cambridge, MA

80 Northwest Boulevard, Nashua, NH 03063

3031 Industry Drive, Lancaster, PA 17603

1145 Arroyo Avenue, San Fernando, CA 91340

3175 Northwoods Parkway, Norcross, GA 30071

1845 North Airport Road, Fremont, NE 68026

2000 Kentucky Street, Bellingham, WA 98226

400 Sequoia Drive, Bellingham, WA 98226

438 Camino Del Rio South, San Diego, CA 92108

109 W. Commercial Street, East Rochester, NY 14445

2007 – 2019 Iowa Street, Bellingham, WA 98226

555 Legget Drive, Ottawa, Ontario K2K 2X3 (AutoSkill)

6800 Cote de Liesje Saint Lavrent, Quebec H4T 2A7 (Select)

20230 64 ^th Avenue, Langley, British Columbia V2Y IN3 (Premier Select Agendas, Ltd.)

Part B

625 Mount Auburn Street, Cambridge, MA

Lease executed May 1, 2003 by and between Prospectus, LLC, and Delta Education, LLC, a Delaware Limited Liability Company.

First lease extension by and between Prospectus, LLC, and Delta Education, LLC, a Delaware Limited Liability Company.

Amendment to Lease executed as of the 12 ^th day of September, 2007 by and between KBS realty Advisors, LLC and Delta Education, LLC.

Second Amendment to Lease made and effective as of the 6 ^th day of August, 2012 by and between 625 Mount Auburn Street, L.L.C. and Delta Education, LLC

80 Northwest Boulevard, Nashua, NH

Sublease is made and entered into as of the 9 ^th day of August, 2001, by and between Delta Education, Inc. (Sub-landlord) and Delta Education, LLC (Subtenant).

Lease agreement dated as of June 4, 1998 between CRICNASH-NH Trust, a Delaware business trust, and Delta Education Inc., a New Hampshire corporation.

1845 North Airport Road, Fremont, NE

Third Amendment to lease made and effective as of the 20 ^th day of December, 2010 by and between Roger D. Pannier and Pamela S. Pannier and School Specialty, Inc., a Wisconsin Corporation.

Second Amendment to Lease made and effective as of the 7 ^th day of May, 2007 by and between Roger D. Pannier and Pamela S. Pannier and School Specialty, Inc., a Wisconsin corporation.

First Amendment to Lease effective as of the 1 ^st day of May, 2007 to amend the Lease to document that the rental rates under the First Extension Term are effective July 1, 2007 even though the actual First Extension Term does not begin until July 1, 2008.

Lease Agreement of Lease made and effective as of the 1 ^st day of July, 2003 by and between Roger D. Pannier and Pamela S. Pannier and School Specialty, Inc., a Wisconsin corporation.

Lease Agreement made this 30 ^th day of June, 1998 by and between Roger D. Pannier and Pamela S. Pannier, husband and wife, and School Specialty, Inc., a Delaware Corporation.

438 Camino Del Rio South, San Diego, CA 92108

Amendment to Lease dated October 28, 2002 between United Hansel Inc. and School Specialty Inc. (SPARK).

Amendment to Lease dated October 28, 2002 between United Hansel, Inc., and School Specialty, Inc., a Wisconsin corporation, DBA Sportime, LLC dated.

Lease between United Hansel, Inc., a California corporation and School Specialty, Inc., a Wisconsin corporation, DBA Sportime, LLC dated October 28, 2002.

3825 S. Willow Ave., Fresno CA 93722.

Amendment to Lease dated December 5, 2008 by and between School Specialty, Inc. as Tenant and JBPops, LP as successor to One-Eight Investments, Inc. as Landlord.

Lease Agreement entered into on July 20, 1999 by and between School Specialty, Inc. as Tenant and One-Eight Investments, Inc. as Landlord.

101 Almgren Dr., Agawam, MA 01001

The property was sublet in its entirety by School Specialty, Inc. under a Sublease entered into on December 31, 2004 by and between Vaupell Holdings, Inc. as Sublessee and School Specialty, Inc. as Sublessor.

The interest of the Landlord was assigned to Four Cities Partners, Ltd. on November 21, 2001.

Lease Agreement entered into on November 3, 2000 by and between School Specialty, Inc., as Tenant and Agawam SSI, L.L.C. as Landlord.

100 Paragon Parkway, Mansfield, OH 44903

Amendments by Lustbader-Ruskin Investments, the Lessor and School Specialty, Inc. the Lessee on June 6, 2008 and on October 31, 2008.

The Lessor’s sole member interest was assigned from Mesirow Realty Sale-Leaseback, Inc. to Lustbader-Ruskin Investments on January 11, 2002.

Lease Agreement entered into on November 3, 2000 by and between School Specialty, Inc. as Lessee and SSI Mansfield, L.L.C. as Lessor.

3175 Northwoods Parkway, Norcross, GA 30071

Lease Agreement entered into November 2, 2009, by and between Northwoods Investors, LLC, A Delaware Limited Liability Company as Landlord and School Specialty, Inc., a Wisconsin corporation.

3031 Industry Drive, Lancaster, PA 17601

Revised summary sheet dated September 13, 2007. This revised summary sheet cancels the previous summary sheet for the period of January 1, 2003 thru December 31, 2007.

Revised summary sheet dated September 22, 2003. This revised summary sheet cancels the previous summary sheet for the period of January 1, 1998 thru December 31, 2002.

Lease Agreement entered into January 1, 2003, by and between Benjamin H. Herr a & Elizabeth B. Herr, as Landlord and Childcraft Education Corp., as Tenant.

Revised summary sheet dated October 26, 2012. Revised summary sheet cancels and replaces the previously effective summary sheet.

W6316 Design Drive, Greenville, WI 54942

Amendment entered into on February 12, 2007 by and between School Specialty, Inc. as Tenant and Calumet Village Partners, LLP as Landlord.

Amendment entered into on May 15, 2001. This amendment assigned the Landlord’s interest to Calumet Village Partners, LLP. This amendment was entered into by and between School Specialty, Inc. as Tenant and Calumet Village Partners, LLP as Landlord.

Lease Agreement entered into on December 2000 by and between School Specialty, Inc., as Tenant and Stephen A. Winter and Teresa E. Winter as Landlord.

1156 Four Star Drive, Mount Joy, PA 17552

Amendment entered into on April 30, 2004 by and between Redcay Industrial Development, III, LLC, a Pennsylvania Limited Liability Company, as Landlord and School Specialty, Inc., a Wisconsin corporation as Tenant.

Lease entered into on April 9, 2004 by and between Redcay Industrial Development, III, LLC, a Pennsylvania Limited Liability Company, as Landlord and School Specialty, Inc., a Wisconsin corporation as Tenant.

1145 Arroyo Avenue, San Fernando, CA 91340

Amendment entered into April 5, 2012, by and between CPF SAN FERNANDO, LLC, a Delaware Limited Liability Company as Landlord and School Specialty, Inc. a Wisconsin corporation and Califone International, Inc., a Delaware corporation collectively the Tenant.

Lease entered into June 25, 2005, by and between CPF SAN FERNANDO, LLC, a Delaware Limited Liability Company as Landlord and School Specialty, Inc. a Wisconsin corporation and Califone International, Inc., a Delaware corporation collectively the Tenant.

Second Amendment entered into July 31, 2012 by and between CPF SAN FERNANDO, LLC, a Delaware Limited Liability Company as Landlord and School Specialty, Inc. a Wisconsin corporation and Califone International, Inc., a Delaware corporation collectively the Tenant.

400 Sequoia Drive, Bellingham, WA 98226

Amendment entered into November 1, 2008, by and between COMCAST of Washington IV, Inc. as Sub-landlord and Premier Agendas, Inc. as Sub-tenant.

Amendment entered into June 11, 2007, by and between COMCAST of Washington IV, Inc. f/k/a TCI CABLEVISION of Washington, Inc. as Sub-landlord and Premier Agendas, Inc. as Sub-tenant.

Amendment entered into March 22, 2005, by and between COMCAST of Washington IV, Inc. f/k/a TCI CABLEVISION of Washington, Inc. as Sub-landlord and Premier Agendas, Inc. as Sub-tenant.

Sublease entered into June 4, 2002, by and between TCI CABLEVISION of Washington, Inc. as Sub-landlord and Premier Agendas, Inc. as Sub-tenant.

2000 Kentucky Street, Bellingham, WA 98226

Lease Extension Agreement entered into January 19, 2011, by and between The Harvey Partnership, a Washington partnership, as Lessor and Premier Agendas, Inc. d/b/a Premier Graphics as Lessee.

Lease entered into April 2, 1996, by and between The Harvey Partnership, a Washington partnership, as Lessor and Premier Agendas, Inc. d/b/a Premier Graphics as Lessee.

Schedule 4.14(b) – Lease Defaults

Part A

None

Part B

None

Schedule 4.14(c) – Eligible Inventory Locations

3825 S Willow Avenue, Fresno, CA 93722

W6316 Design Drive, Greenville, WI 54942

1156 Four Star Drive, Mount Joy, PA 17552

100 Paragon Parkway, Mansfield, OH 44903

80 Northwest Boulevard, Nashua, NH 03063

3525 South Ninth Street, Salina, KS 67401

3031 Industry Drive, Lancaster, PA 17603

1145 Arroyo Ave, San Fernando, CA

1845 N. Airport, Fremont, NE 68026

2000 Kentucky St., Bellingham, WA 98226

2007 - 2019 Iowa Street, Bellingham, WA 98226

400 Sequoia Drive, Suite 200, Bellingham, WA 98226

625 Mount Auburn St., Cambridge, MA

438 Camino Del Rio South, San Diego, CA 92108

Inventory held by Processors and Agents

222 Tappan Drive, Mansfield, OH 44906

1000 Stricker Road, Mount Joy, PA 17552

60 Grumbacher Road, York, PA 17406

Archway NM, 1600 First Street NW, Albuquerque, NM 87102

Archway Southwest, 600 Freeport Parkway, Coppell, TX 75019

Educators Book Depository of AR, 6700 Sloane Drive, Little Rock, AR 72206

Florida School Book Depository, 1125 North Ellis Road, Jacksonville, FL 32254

Mountain State Schoolbook Depository, PO Box 160250, Clearfield, UT 84016

Northwest Textbook Depository, PO Box 5608, Portland, OR 97228

Archway Oklahoma, 5600 SW 36 ^th Street, Oklahoma City, OK 73179

Professional Book Distributors, 3280 Summit Ridge, Duluth, GA 30096

RL Bryan Company, 301 Greystone Boulevard, Columbia, SC 29210

School Book Supply Co of LA, 9380 Ashland Road, Gonzales, LA

Tennessee Book Company, 1550 Heil Quaker Boulevard, LaVergne, TN 37086

The James & Law Company, 217 West Main Street, Clarksburg, WV 26302

Smart Warehousing, 9850 Industrial Boulevard, Lexena, KS 66215

Farmington Public Schools, 32789 West Ten Mile Road, Farmington, MI 48336

Royal Seating Corporation, 1110 Industrial Blvd., Cameron, TX 76520

Royal Seating Corporation, 1201 Industrial Blvd., Cameron, TX 76520

Royal Seating Corporation, V-Building, 600 South Rusk, Cameron, TX 76520

Royal Seating Corporation, W-Building, 409 South Karnes, Cameron, TX 76520

Royal Seating Corporation, X-Building, 1050 Dossett Street, Cameron, TX 76520

Royal Seating Corporation, Y-Building, 659 South Bowie Ave., Cameron, TX 76520

Royal Seating Corporation, Z-Building, 620 South Bowie Ave., Cameron, TX 76520

Cargo Zone LLC 6200 North 16th Street, Omaha, NE 68110

TAYLOR TEXAS FACILITY:

1103 NW Carlos Parker Blvd.

Taylor, TX 76574

Property Owner:

Taylor CPB Property LLC

3500 W 75th St, Suite 200

Prairie Creek, KS 66208

Lessor:

Pan Pacific Sourcing, LLC

481 Great Plain Ave.

Needham, MA 02492-3728

Print Partner locations

Premier Print Partner Plants

CDS

2661 S. Pacific Hwy.

Medford, OR 97501

And

Dock #3

2603 S. Pacific Hwy

Medford, OR 97501

Heuss Printing, Inc.

903 North 2nd Street

Ames, IA 50010

LewisColor

30 Joe Kennedy Blvd

Statesboro, GA 30458

Pioneer Graphics

PO Box 2516

Waterloo, IA 50704

316 W.5th Street

Waterloo, IA 50701

Premier Impressions

194 Woolverton Rd.

Grimsby ON L3M 4E7

Canada

Premier Printing

One Beghin Ave

Winnipeg, MB R2J 3X5

PrintComm

2929 Davison Rd.

Flint, MI 48506

Printing Enterprises

1411 First Avenue NW

New Brighton, MN 55112

Sentinel Printing

250 North Highway 10

St. Cloud, MN 56304

Spangler Graphics

2930 and 2950 South 44th Street

Kansas City, KS 66106

Walsworth Publishing Co

306 North Kansas Avenue

Marceline, MO 64658

Schedule 4.15 – Deposit Accounts and Securities Accounts

US Accounts


Owner	Type of Account	Bank
School Specialty, Inc.	Operating	JPMorgan Chase	*
School Specialty, Inc.	SFD Credit Cards	JPMorgan Chase
School Specialty, Inc.	Disbursement-Payables	JPMorgan Chase
Bird in Hand	Disbursement	JPMorgan Chase
School Specialty, Inc.	Payroll	JPMorgan Chase
Califone	Disbursement-Payables	JPMorgan Chase
School Specialty, Inc.	Disbursement-PPO	JPMorgan Chase
School Specialty, Inc.	Flex Spending	JPMorgan Chase
School Specialty, Inc. (d/b/a SPARK)
	Working Fund	JPMorgan Chase
Califone	Credit Card Depository	JPMorgan Chase
Delta Education	Credit Card Depository	JPMorgan Chase
School Specialty, Inc. (d/b/a Educational Publishing Service)
	Credit Card Depository	JPMorgan Chase
School Specialty, Inc. (d/b/a Educational Publishing Service)
	Disbursement-Payables	JPMorgan Chase
School Specialty, Inc.	School Specialty/LB Depositary	JPMorgan Chase	*
School Specialty, Inc.	Lockbox	JPMorgan Chase	*
School Specialty, Inc.	Lockbox	JPMorgan Chase	*
School Specialty, Inc.	Lockbox	JPMorgan Chase	*
Califone International, Inc.	Lockbox	JPMorgan Chase	*
School Specialty, Inc.	Disbursement-Payables	JPMorgan Chase
School Specialty, Inc.	Credit Card Depository	JPMorgan Chase
School Specialty, Inc.	E-Tail Depository Account	JPMorgan Chase
Premier Agendas, Inc.	Depository	JPMorgan Chase	*


Califone International, Inc.	Depository	Wells Fargo Bank	*
School Specialty, Inc.	Depository	JPMorgan Chase	*
School Specialty, Inc.	Concentration	JPMorgan Chase	*
School Specialty, Inc.	Depository	Comerica	**
School Specialty, Inc.	Depository	JPMorgan Chase	**
School Specialty, Inc.	Depository	Bank of America	**

*	Control agreements in effect for these accounts

**	Accounts which are utilized to collateralize letters of credit. It is assumed that these will be eventually replaced with a Wells Fargo account and corresponding letters of credit.

JPMorgan Chase

10 S Dearborn Chicago, IL 60603

Gina Sorci (312) 732-2029

Bank of America

112 East Holly Street

Bellingham, WA 98225

(360) 676-2816

Wells Fargo Bank

21255 Burbank Blvd., Suite 110

Woodland Hills, CA 91367

Peggy Knox (818) 595-3961

Canadian Accounts


Owner	Type of Account	Bank
Premier School Agendas, Ltd.	Operating Account	JPMorgan Chase
Premier School Agendas, Ltd.	Lockbox Depository	JPMorgan Chase
Premier School Agendas, Ltd.	Operating Account	JPMorgan Chase
Premier School Agendas, Ltd.	Disbursement-Payables	JPMorgan Chase
Premier School Agendas, Ltd.	Credit Card Depository	JPMorgan Chase
Premier School Agendas, Ltd.	Operating Account	JPMorgan Chase
Premier School Agendas, Ltd.	Operating Account	JPMorgan Chase
School Specialty, Inc.	Lockbox and Disbursements	JPMorgan Chase
School Specialty, Inc.	Credit Card Depository	JPMorgan Chase

JPMorgan Chase

10 S Dearborn

Chicago, IL 60603

Gina Sorci (312) 732-2029

Schedule 4.16A – Labor Complaints, Etc.

None

Schedule 4.16B – Union Matters

None

Schedule 4.17 – Relevant Jurisdictions

Filing Jurisdictions:

School Specialty, Inc. – Wisconsin

Chief Executive Office and office of books, records and senior management

W6316 Design Drive

Greenville, WI 54942

Other locations

3825 S. Willow Avenue

Fresno, CA 93722

1156 Four Star Dr.

Mount Joy, PA 17552

100 Paragon Pkwy

Mansfield, OH 44903

3175 Northwoods Parkway

Norcross, GA 30071

438 Camino Del Rio South

San Diego, CA 92108

625 Mount Auburn St

Cambridge, MA

Premier Agendas, Inc. – Washington

Chief Executive Office and office of books, records and senior management

W6316 Design Drive

Greenville, WI 54942

Other locations

2000 Kentucky St.

Bellingham, WA 98226

2007 - 2019 Iowa Street

Bellingham, WA 98226

400 Sequoia Drive, Suite 200

Bellingham, WA 98226

1845 N. Airport

Fremont, NE 68026

Delta Education, LLC - Delaware

Chief Executive Office and office of books, records and senior management

W6316 Design Drive

Greenville, WI 54942

Other locations

80 Northwest Blvd

Nashua, NH 03063

109 W. Commercial St.

East Rochester, NY 14445

Sportime, LLC - Delaware

Chief Executive Office and office of books, records and senior management

W6316 Design Drive

Greenville, WI 54942

Childcraft Education Corp. – New York

Chief Executive Office and office of books, records and senior management

W6316 Design Drive

Greenville, WI 54942

Sax Arts & Crafts, Inc. – Delaware

Chief Executive Office and office of books, records and senior management

W6316 Design Drive

Greenville, WI 54942

Bird-In-Hand Woodworks, Inc. – New Jersey

Chief Executive Office and office of books, records and senior management

W6316 Design Drive

Greenville, WI 54942

Other location

3031 Industry Drive

Lancaster, PA 17603

Califone International, Inc. – Delaware

Chief Executive Office and office of books, records and senior management

W6316 Design Drive

Greenville, WI 54942

Other location

1145 Arroyo Ave

San Fernando, CA

ClassroomDirect.com, LLC – Delaware

Chief Executive Office and office of books, records and senior management

W6316 Design Drive

Greenville, WI 54942

Other location

None

Frey Scientific, Inc. – Delaware

Chief Executive Office and office of books, records and senior management

W6316 Design Drive

Greenville, WI 54942

Other location

None

Select Agendas, Corp. – Nova Scotia

Chief Executive Office and office of books, records and senior management

6800 Chemin de la Cote-de-Liesse

St-Laurent, Quebec H4T 2A7

Other location

None

Premier School Agendas, Ltd. –

Chief Executive Office and office of books, records and senior management

20230 64 ^th Avenue

Langley, BC V2Y-1N3

Other location

None

SCHEDULE 4.18

CREDIT AGREEMENT (BAYSIDE)

Patents

Title

Country

App. No.

Filing
Date

Pat. No.

Issue
Date

Status

Bus. Unit / Owner

BIN AND BAY SHELVING AND STORAGE UNIT

United States

D437,706

02/20/01

Granted

Childcraft Education Corp

DUAL SURFACE BALL

United States

29/151,190

10/22/01

D478367

08/12/03

Granted

School Specialty, Inc.

ART TABLE

United States

10/068,439

02/05/02

6694893

02/24/04

Granted

Childcraft Education Corp

COAT RACK AND STORAGE UNIT

United States

D436,263

01/16/01

Granted

Childcraft Education Corp

ROLLING BIN

United States

D423,171

04/18/00

Granted

Childcraft Education Corp

ART TABLE

United States

D423,254

04/25/00

Granted

Childcraft Education Corp

ROOM DIVIDER

United States

D423,825

05/02/00

Granted

Childcraft Education Corp

HANDLES IN A PAIR OF SWINGING DOORS

United States

D429,097

08/08/00

Granted

Childcraft Education Corp

TOY REFRIGERATOR HAVING AN ACTIVITY SURFACE

United States

09/479,004

01/07/00

6171173

01/09/01

Granted

Childcraft Education Corp

METHOD OF TEACHING READING (ii)

United States

11/511,473

08/29/06

Published

School Specialty, Inc.

CORNER MOULDING AND IMPROVED CORNER CONSTRUCTION

United States

09/263,751

03/05/99

6352382

03/05/02

Granted

Childcraft Education Corp

CHAIR

United States

D470,320

02/18/03

Granted

Childcraft Education Corp

CHAIR

United States

D471,730

03/18/03

Granted

Childcraft Education Corp

Title

Country

App. No.

Filing
Date

Pat. No.

Issue
Date

Status

Bus. Unit / Owner

METHOD OF TEACHING READING

United States

09/726,550

12/01/00

6544039

04/08/03

Granted

School Specialty, Inc.

METHOD OF TEACHING READING

Canada

12/01/00

2327241

06/10/08

Granted

School Specialty, Inc.

EDUCATIONAL GAME

United States

29/241,872

11/01/05

D538,856

03/20/07

Granted

School Specialty, Inc.

TRAINING DEVICE

United States

29/240,540

10/14/05

D537,119

02/20/07

Granted

Sportime, LLC

TRAINING DEVICE

United States

11/365,973

03/01/06

7618358

11/17/09

Granted

Sportime, LLC

CORNER MOULDING AND IMPROVED CORNER CONSTRUCTION

United States

09/263,751

03/05/99

6176637

01/23/01

Granted

Childcraft Education Corp

United States Trademarks

Mark

Bus. Unit / Owner

Status

Reg. No.

App. No.

Reg. Date

Filing Date

1ST & Design

Premier Agendas, Inc.

Registered

1753883

23-Feb-1993

610

Califone International, Inc.

Registered

4091042

85/354,375

24-Jan-2012

23-Jun-2011

ABC

Childcraft Education Corp

Registered

3264692

78/922,715

17-Jul-2007

05-Jul-2006

ABC

School Specialty, Inc.

Pending

85/739,308

26-Sep-2012

ABC

School Specialty, Inc.

Pending

85/744,810

03-Oct-2012

ABC

School Specialty, Inc.

Pending

85/752,878

12-Oct-2012

ABC

School Specialty, Inc.

Pending

85/758,695

19-Oct-2012

ABC

School Specialty, Inc.

Pending

85/764,916

26-Oct-2012

ABC SCHOOL SUPPLY

Childcraft Education Corp

Registered

2298368

07-Dec-1999

ABC WHERE EDUCATION MEETS IMAGINATION and Design

Childcraft Education Corp

Registered

2338224

04-Apr-2000

ABILITATIONS

Sportime, LLC

Registered

1741976

74/265,815

22-Dec-1992

15-Apr-1992

ACADEMY OF MATH

School Specialty, Inc.

Registered

2757555

78/107,494

26-Aug-2003

07-Feb-2002

ACADEMY OF READING

Registered

2713411

76/433,433

06-May-2003

23-Jul-2002

AGENDA MATE

Premier Agendas, Inc.

Registered

2161267

02-Jun-1998

AUTOSKILL

School Specialty, Inc.

Pending

85/440,105

05-Oct-2011

AUTOSKILL

School Specialty, Inc.

Registered

2501650

76/018,479

30-Oct-2001

05-Apr-2000

AV2

Califone International, Inc.

Registered

4,222,827

85/351,692

09-Oct-2012

21-Jun-2011

B THE SPEECH BIN & Design

Sportime, LLC

Registered

1542482

06-Jun-1989

BASE TEN FRIES

Delta Education, LLC

Registered

2343563

18-Apr-2000

Mark

Bus. Unit / Owner

Status

Reg. No.

App. No.

Reg. Date

Filing Date

BECAUSE CHILDREN LEARN BY DOING

Delta Education, LLC

Registered

1907146

25-Jul-1995

BECKLEY CARDY & Design

School Specialty, Inc.

Registered

3444300

77/262,873

10-Jun-2008

23-Aug-2007

BIRD-IN-HAND

Childcraft Education Corp

Registered

3954275

85/115,820

03-May-2011

25-Aug-2010

BIRD-IN-HAND and Design

Childcraft Education Corp

Registered

3954276

85/115,823

03-May-2011

25-Aug-2010

BRODHEAD GARRETT

School Specialty, Inc.

Registered

2393549

75/843,310

10-Oct-2000

08-Nov-1999

CALIFONE

Califone International, Inc.

Registered

4137682

85/254,328

08-May-2012

01-Mar-2011

CALIFONE

Califone International, Inc.

Registered

2130349

20-Jan-1998

CALIFONE

Califone International, Inc.

Registered

1186512

19-Jan-1982

CALIFONE & Design

Califone International, Inc.

Registered

582612

24-Nov-1953

CATCH BALL and Design

Sportime, LLC

Registered

1836922

74/278,480

17-May-1994

26-May-1992

CATT

School Specialty, Inc.

Pending

85/600,067

17-Apr-2012

CELL-U-LAR RUBBER TECHNOLOGY (Stylized)

Sportime, LLC

Registered

2986067

78/134,349

16-Aug-2005

10-Jun-2002

CHILDCRAFT

Childcraft Education Corp

Registered

712499

72/091,591

14-Mar-1961

25-Feb-1960

CHILDCRAFT

Childcraft Education Corp

Registered

2006367

75/026,995

08-Oct-1996

04-Dec-1995

CHIME TIME

Sportime, LLC

Registered

1737386

74/265,816

01-Dec-1992

15-Apr-1992

CLAIMS TO FAME

School Specialty, Inc.

Registered

2434267

06-Mar-2001

CLASSROOM DIRECT

Classroom Direct.com LLC

Registered

2795089

16-Dec-2003

CLASSROOM SELECT

School Specialty, Inc.

Registered

3162946

75/811,427

24-Oct-2006

28-Sep-1999

CLASSROOM SELECT & Design

School Specialty, Inc.

Registered

3350057

78/846,980

04-Dec-2007

27-Mar-2006

CLASSROOM SELECT (stacked)

School Specialty, Inc.

Registered

4091699

85/033,268

24-Jan-2012

07-May-2010

CLASSROOMDIRECT.COM

Classroom Direct.com LLC

Registered

3685902

77/686,524

22-Sep-2009

09-Mar-2009

CVB CONTENT - AREA VOCABULARY BUILDER

School Specialty, Inc.

Published

85/053,659

03-Jun-2010

Mark

Bus. Unit / Owner

Status

Reg. No.

App. No.

Reg. Date

Filing Date

CVB CONTENT - AREA VOCABULARY BUILDER

School Specialty, Inc.

Registered

4140407

85/976,429

08-May-2012

13-Feb-2012

DECIMAL DOG

Delta Education, LLC

Registered

2368405

18-Jul-2000

DECIMAL DOG

Delta Education, LLC

Registered

2837853

04-May-2004

DELTA CIRCUITWORKS

Delta Education, LLC

Registered

2923833

01-Feb-2005

DELTA EDUCATION

Delta Education, LLC

Registered

2812356

10-Feb-2004

DELTA EDUCATION & Design

Delta Education, LLC

Registered

2374672

08-Aug-2000

DELTA EDUCATION & Design

Delta Education, LLC

Registered

2343043

18-Apr-2000

DELTA EDUCATION & Design

Delta Education, LLC

Registered

3797720

78/949,706

01-Jun-2010

10-Aug-2006

DELTA EDUCATION SCIS 3 & Design

Delta Education, LLC

Registered

1783147

20-Jul-1993

DELTA SCIENCE CONTENT READERS

Delta Education, LLC

Registered

3706026

77/374,898

03-Nov-2009

18-Jan-2008

DELTA SCIENCE FIRST READERS

Delta Education, LLC

Registered

3063278

78/579,490

28-Feb-2006

03-Mar-2005

DELTA SCIENCE MODULE

Delta Education, LLC

Registered

2844301

25-May-2004

DELTA SCIENCE READERS

Delta Education, LLC

Registered

3229760

78/909,268

17-Apr-2007

15-Jun-2006

DELTA SCIENCE RESOURCE SERVICE

Delta Education, LLC

Registered

3835810

77/624,467

17-Aug-2010

02-Dec-2008

DIAL-A-DIGIT

Delta Education, LLC

Registered

2458617

05-Jun-2001

DIAL-A-DOLLAR

Delta Education, LLC

Registered

2458616

05-Jun-2001

DIAL-A-FRACTION

Delta Education, LLC

Registered

2462810

19-Jun-2001

DIAL-A-PATTERN

Delta Education, LLC

Registered

2509886

20-Nov-2001

DIAL-A-TIME

Delta Education, LLC

Registered

2456424

29-May-2001

DIAL-A-TRIAL

Delta Education, LLC

Registered

2509888

20-Nov-2001

DIAL-A-VOLUME

Delta Education, LLC

Registered

2509887

20-Nov-2001

Mark

Bus. Unit / Owner

Status

Reg. No.

App. No.

Reg. Date

Filing Date

DISCOVER AGENDA

Premier Agendas, Inc.

Registered

2722431

03-Jun-2003

DISCOVERY

Califone International, Inc.

Registered

4091043

85/354,379

24-Jan-2012

23-Jun-2011

DOTCAR

Delta Education, LLC

Registered

3100515

78/628,430

06-Jun-2006

12-May-2005

DSM THIRD EDITION

Delta Education, LLC

Pending

85/352,961

22-Jun-2011

EDUCATION ESSENTIALS

School Specialty, Inc.

Registered

3033079

78/402,586

20-Dec-2005

15-Apr-2004

EDUCATORS PUBLISHING SERVICE

School Specialty, Inc.

Registered

2988601

76/575,452

30-Aug-2005

17-Feb-2004

EPS

School Specialty, Inc.

Registered

3813140

77/783,358

06-Jul-2010

17-Jul-2009

EPS

School Specialty, Inc.

Registered

3798641

77/782,872

08-Jun-2010

16-Jul-2009

EPS

School Specialty, Inc.

Registered

2287995

19-Oct-1999

EPS

School Specialty, Inc.

Registered

2292730

16-Nov-1999

EPS & Design

School Specialty, Inc.

Registered

3039679

76/621,988

10-Jan-2006

22-Nov-2004

EPS & Design

School Specialty, Inc.

Registered

2281714

28-Sep-1999

EPS -CL16

School Specialty, Inc.

Registered

2279489

21-Sep-1999

EPS PHONICS PLUS

School Specialty, Inc.

Registered

3218947

78/722,904

13-Mar-2007

29-Sep-2005

EXPLODE THE CODE

School Specialty, Inc.

Registered

2276181

07-Sep-1999

EXPLORER

Califone International, Inc.

Registered

4091044

85/354,386

24-Jan-2012

23-Jun-2011

FAST FOOD FOR THOUGHT

Delta Education, LLC

Registered

1877608

07-Feb-1995

FRACTION BURGER

Delta Education, LLC

Registered

2755799

26-Aug-2003

FRACTIONOES

Delta Education, LLC

Registered

2462811

19-Jun-2001

FREY CHOICE

School Specialty, Inc.

Registered

3842515

77/704,182

31-Aug-2010

01-Apr-2009

FREY SCIENTIFIC

School Specialty, Inc.

Registered

2393552

75/843,889

10-Oct-2000

08-Nov-1999

FREY SECURE

School Specialty, Inc.

Registered

3842513

77/704,177

31-Aug-2010

01-Apr-2009

FREY SELECT

School Specialty, Inc.

Registered

3842514

77/704,180

31-Aug-2010

01-Apr-2009

GETTING STARTED WITH MANIPULATIVES (Stylized)

Delta Education, LLC

Registered

3010435

76/613,053

01-Nov-2005

20-Sep-2004

Mark

Bus. Unit / Owner

Status

Reg. No.

App. No.

Reg. Date

Filing Date

GO WORKBOOK

Premier Agendas, Inc.

Registered

3117882

78/277,792

18-Jul-2006

23-Jul-2003

GOT IT!

Califone International, Inc.

Registered

3755877

77/632,278

02-Mar-2010

12-Dec-2008

HELPING EDUCATORS ENGAGE AND INSPIRE STUDENTS OF ALL AGES AND ABILITIES TO LEARN

School Specialty, Inc.

Registered

3652327

77/464,756

07-Jul-2009

02-May-2008

HEXAGONOES

Delta Education, LLC

Registered

3475563

77/339,063

29-Jul-2008

28-Nov-2007

HUSH BUDDY

Califone International, Inc.

Published

85/389,616

04-Aug-2011

IF I PLAN TO LEARN, I MUST LEARN TO PLAN

Premier Agendas, Inc.

Registered

2120484

75/099,048

09-Dec-1997

06-Mar-1996

INCOMMAND

Premier Agendas, Inc.

Pending

85/627,761

17-May-2012

INCOMMAND PRO

Premier Agendas, Inc.

Pending

85/627,763

17-May-2012

INQUIRY INVESTIGATIONS

Delta Education, LLC

Registered

4109628

85/078,862

06-Mar-2012

06-Jul-2010

INTEGRATIONS

Sportime, LLC

Registered

2793125

78/154,693

09-Dec-2003

15-Aug-2002

JOURNEY TO SUCCESS

Premier Agendas, Inc.

Registered

4094352

85/082,650

31-Jan-2012

12-Jul-2010

KORNERS FOR KIDS

Childcraft Education Corp

Registered

1933650

07-Nov-1995

LEARNING OUTLET

School Specialty, Inc.

Registered

4089263

85/327,528

17-Jan-2012

23-May-2011

LITERACY LEADERS

School Specialty, Inc.

Registered

3423913

77/191,219

06-May-2008

26-May-2007

MAGNASTIKS (Stylized)

Childcraft Education Corp

Registered

1272927

73/413,192

03-Apr-1984

18-Jan-1983

MAGTILES

School Specialty, Inc.

Registered

3550881

77/149,992

23-Dec-2008

05-Apr-2007

MAKE IT A RULE TO PLAN

Premier Agendas, Inc.

Registered

2118995

75/100,716

09-Dec-1997

08-May-1996

MAKE TODAY COUNT

School Specialty, Inc.

Registered

2279483

21-Sep-1999

MAKING CONNECTIONS

School Specialty, Inc.

Registered

3218948

78/722,907

13-Mar-2007

29-Sep-2005

MATH IN A NUTSHELL

Delta Education, LLC

Registered

2458341

05-Jun-2001

MATH TUNE-UPS

Delta Education, LLC

Registered

2605461

06-Aug-2002

Mark

Bus. Unit / Owner

Status

Reg. No.

App. No.

Reg. Date

Filing Date

NATURE'S IMPRESSIONS

School Specialty, Inc.

Registered

3646434

77/598,303

30-Jun-2009

22-Oct-2008

NEO/BLOOD

Delta Education, LLC

Registered

2552466

26-Mar-2002

NEO/LAB

Delta Education, LLC

Registered

2460125

12-Jun-2001

NEO/RESOURCE

Delta Education, LLC

Registered

2451571

15-May-2001

NEO/SCI

Delta Education, LLC

Registered

3696397

77/291,723

13-Oct-2009

28-Sep-2007

NEO/SLIDE

Delta Education, LLC

Registered

2451570

15-May-2001

ODYSSEY

Califone International, Inc.

Pending

85/354,383

23-Jun-2011

OLIVIA OWL

Premier Agendas, Inc.

Registered

2120485

75/099,520

09-Dec-1997

06-May-1996

ONTRAC

Premier Agendas, Inc.

Registered

3842377

77/648,035

31-Aug-2010

13-Jan-2009

ONTRAC

Premier Agendas, Inc.

Registered

3793647

77/369,947

25-May-2010

11-Jan-2008

OTMP

Premier Agendas, Inc.

Pending

85/767,880

31-Oct-2012

PATH DRIVER

School Specialty, Inc.

Pending

85/654,564

18-Jun-2012

PATH DRIVER FOR MATH

School Specialty, Inc.

Pending

85/566,908

12-Mar-2012

PATH DRIVER FOR MATH USE DATA TO DRIVE A PATH TO SUCCESS Logo

School Specialty, Inc.

Pending

85/655,326

19-Jun-2012

PATH DRIVER FOR READING

School Specialty, Inc.

Pending

85/566,906

12-Mar-2012

PATH DRIVER FOR READING USE DATA TO DRIVE A PATH TO SUCCESS Logo

School Specialty, Inc.

Pending

85/655,328

19-Jun-2012

PHYSIO-ROLL and Design

Sportime, LLC

Registered

1766015

74/306,216

20-Apr-1993

21-Aug-1992

PORTFOLIO

School Specialty, Inc.

Registered

4016804

85/036,884

23-Aug-2011

12-May-2010

PREMIER GO PROGRAM

Premier Agendas, Inc.

Registered

3117874

78/262,399

18-Jul-2006

13-Jun-2003

PREMIER OTMP

Premier Agendas, Inc.

Pending

85/767,883

31-Oct-2012

PREMIER OTMP CURRICULUM

Premier Agendas, Inc.

Pending

85/767,887

31-Oct-2012

Mark

Bus. Unit / Owner

Status

Reg. No.

App. No.

Reg. Date

Filing Date

PREMIER OTMP PROGRAM

Premier Agendas, Inc.

Pending

85/767,886

31-Oct-2012

PREMIER OTMP SKILL-BUILDING PROGRAM

Premier Agendas, Inc.

Pending

85/767,889

31-Oct-2012

PREMIERCAMPUS

Premier Agendas, Inc.

Registered

3695170

77/663,998

13-Oct-2009

05-Feb-2009

PRIMARY PHONICS

School Specialty, Inc.

Registered

2325691

07-Mar-2000

PROJECTS BY DESIGN

School Specialty, Inc.

Registered

3852130

77/682,097

28-Sep-2010

03-Mar-2009

RAG BALL & Design

Sportime, LLC

Registered

3548583

76/338,171

23-Dec-2008

15-Nov-2001

RAISING RESPECT: TAKE A STAND AGAINST BULLYING

Premier Agendas, Inc.

Pending

85/736,959

09-24-2012

RAISING STUDENT ACHIEVEMENT

School Specialty, Inc.

Registered

4065748

85/152,081

06-Dec-2011

13-Oct-2010

RAISING STUDENT ACHIEVEMENT Logo

School Specialty, Inc.

Registered

4065749

85/152,082

06-Dec-2011

13-Oct-2010

RE-PRINT

Classroom Direct.com LLC

Registered

1793996

74/338,876

21-Sep-1993

10-Dec-1992

S.P.I.R.E. (SPIRE)

School Specialty, Inc.

Registered

2048906

01-Apr-1997

SAX

School Specialty, Inc.

Registered

2257283

75/525,966

29-Jun-1999

27-Jul-1998

SAX and Design

School Specialty, Inc.

Registered

3327134

78/795,166

30-Oct-2007

19-Jan-2006

SCHOOL SMART

School Specialty, Inc.

Registered

3376477

78/630,773

29-Jan-2008

16-May-2005

SCHOOL SMART & Design

School Specialty, Inc.

Registered

3735305

78/630,775

05-Jan-2010

16-May-2005

SCHOOL SPECIALTY

School Specialty, Inc.

Registered

2086842

74/712,553

12-Aug-1997

08-Aug-1995

SCHOOL SPECIALTY LITERACY AND INTERVENTION

School Specialty, Inc.

Registered

3965024

85/090,230

24-May-2011

22-Jul-2010

SCHOOL SPECIALTY ONLINE (Design)

School Specialty, Inc.

Registered

3437742

78/628,899

27-May-2008

12-May-2005

SCHOOL SPECIALTY THE POWER OF TEACHING. THE WONDERS OF LEARNING, & Design

School Specialty, Inc.

Registered

3007875

78/331,687

18-Oct-2005

21-Nov-2003

Mark

Bus. Unit / Owner

Status

Reg. No.

App. No.

Reg. Date

Filing Date

SCHOOL SPECIALTY WEXPLORE

School Specialty, Inc.

Registered

3926476

77/787,848

01-Mar-2011

23-Jul-2009

SCIENCE IN A NUTSHELL

Delta Education, LLC

Registered

2370886

25-Jul-2000

SCIENCE VIEW

Delta Education, LLC

Registered

2502701

30-Oct-2001

SITTON SPELLING AND WORD SKILLS

School Specialty, Inc.

Registered

3617281

77/452,338

05-May-2009

18-Apr-2008

SOUNDS SENSIBLE

School Specialty, Inc.

Registered

2163913

09-Jun-1998

SOUNDS SENSIBLE

School Specialty, Inc.

Registered

3381536

77/218,893

12-Feb-2008

29-Jun-2007

SPELL CHECK

School Specialty, Inc.

Registered

2335381

75/648,445

28-Mar-2000

25-Feb-1999

SPORDAS (STYLIZED)

Sportime, LLC

Registered

1955231

74/285,191

06-Feb-1996

16-Jun-1992

SPORTIME

Sportime, LLC

Registered

1665914

74/100,635

26-Nov-1991

26-Sep-1990

SPORTIME

Sportime, LLC

Registered

1085148

73/120,398

07-Feb-1978

25-Mar-1977

SPORTIME and Design

Sportime, LLC

Registered

2498193

76/130,890

16-Oct-2001

19-Sep-2000

TEACHERS' DISCOUNT

School Specialty, Inc.

Registered

4,213,822

85/549,307

25-Sep-2012

22-Feb-2012

THE 101

Premier Agendas, Inc.

Registered

4126207

85/091,113

10-Apr-2012

22-Jul-2010

THE SPEECH BIN

Sportime, LLC

Registered

3205537

78/801,406

06-Feb-2007

27-Jan-2006

TIMETRACKER

Premier Agendas, Inc.

Registered

3343824

78/682,790

27-Nov-2007

01-Aug-2005

TOUCHPHONICS

School Specialty, Inc.

Registered

2465862

03-Jul-2001

TOUCH-UNITS

School Specialty, Inc.

Registered

3446159

77/149,991

10-Jun-2008

05-Apr-2007

TRUE-FLOW

Sax Arts & Crafts, Inc.

Registered

1271755

73/378,143

27-Mar-1984

04-Aug-1982

TUFF-GLIDE SYSTEM

Childcraft Education Corp

Registered

2792916

78/103,107

09-Dec-2003

16-Jan-2002

UGO365

Premier Agendas, Inc.

Registered

3935126

77/791,368

22-Mar-2011

28-Jul-2009

UGO365

Premier Agendas, Inc.

Registered

4,176,073

77/954,006

17-Jul-2012

09-Mar-2010

ULTRA PLUS

School Specialty, Inc.

Registered

2730228

76/302,139

24-Jun-2003

20-Aug-2001

VB-TRAINER

Sportime, LLC

Pending

85/663,797

28-Jun-2012

VERSA TEMP

Sax Arts & Crafts, Inc.

Registered

1746677

74/263,859

19-Jan-1993

08-Apr-1992

Mark

Bus. Unit / Owner

Status

Reg. No.

App. No.

Reg. Date

Filing Date

VIC (MISCELLANEOUS DESIGN ONLY)

School Specialty, Inc.

Registered

3024505

78/331,716

06-Dec-2005

21-Nov-2003

VOCABULARY FROM CLASSICAL ROOTS

School Specialty, Inc.

Registered

3618327

77/420,054

12-May-2009

12-Mar-2008

VOCABULARY FROM CLASSICAL ROOTS

School Specialty, Inc.

Registered

3614545

77/355,324

05-May-2009

19-Dec-2007

WEXPLORE

School Specialty, Inc.

Registered

3926477

77/787,852

01-Mar-2011

23-Jul-2009

WHERE EDUCATION MEETS IMAGINATION

Childcraft Education Corp

Registered

2388545

19-Sep-2000

WHERE THE CHILD COMES FIRST

Childcraft Education Corp

Registered

4,273,401

85/555,103

8-Jan--2013

28-Feb-2012

WORDLY WISE

School Specialty, Inc.

Registered

2278178

14-Sep-1999

WORDLY WISE 3000

School Specialty, Inc.

Registered

3217686

78/879,989

13-Mar-2007

09-May-2006

WORDS I USE WHEN I WRITE

School Specialty, Inc.

Registered

3223075

78/914,544

27-Mar-2007

22-Jun-2006

WRITE ON and Design

Sax Arts & Crafts, Inc.

Registered

1262365

73/378,144

27-Dec-1983

04-Aug-1982

YOU FOCUS ON ACHIEVEMENT, WE FOCUS ON YOU

School Specialty, Inc.

Registered

3687338

77/598,309

22-Sep-2009

22-Oct-2008

Trademarks other than in the United States

Mark

Country /

Business Unit

Status

Reg. No.

App. No.

Reg. Date

Filing Date

ABC

Canada Childcraft Education Corp

Registered

737538

1310677

03-Apr-2009

26-Jul-2006

ABILITATIONS

Canada Sportime, LLC

Registered

747940

1331474

17-Sep-2009

16-Jan-2007

ACADEMY OF MATH

Canada School Specialty, Inc.

Registered

TMA614425

1123254

08-Jul-2004

26-Nov-2001

ACADEMY OF READING

Canada School Specialty, Inc.

Registered

TMA553660

1049743

13-Nov-2001

08-Mar-2000

AGENDA MATE

Canada Premier Agendas, Inc.

Registered

TMA405655

689907

27-Nov-1992

19-Sep-1991

AGENDAS DESIGN

Canada Premier Agendas, Inc.

Registered

TMA651657

1173815

27-Oct-2005

AUTOSKILL

Canada School Specialty, Inc.

Pending

1568321

12-Mar-2012

AUTOSKILL

Canada School Specialty, Inc.

Registered

TMA393997

673829

07-Feb-1992

16-Jan-1991

AUTOSKILL & Design

Canada School Specialty, Inc.

Registered

TMA415136

673830

06-Aug-1993

16-Jan-1991

BASIC BASICS

Canada Premier Agendas, Inc.

Registered

TMA500824

843311

17-Sep-1998

BIRD IN HAND WOODWORKS & Design

Canada Childcraft Education Corp.

Pending

TMA837,636

1513321

04-Dec-2012

31-Jan-2011

BIRD-IN-HAND

Canada Childcraft Education Corp

Pending

1513319

31-Jan-2011

CALIFONE

Canada Califone International, Inc.

Registered

TMA153506

297477

06-Oct-1967

02-Jun-1966

CANADIAN TO THE CORE

Canada Premier Agendas, Inc.

Registered

TMA607353

1166086

08-Apr-2004

CATCHBALL

Germany Select Service & Supply Co, In

Registered

2069111

27-Jun-1994

31-Oct-1993

CHILDCRAFT

Canada Childcraft Education Corp

Registered

656137

1242177

06-Jan-2006

29-Dec-2004

Mark

Country /

Business Unit

Status

Reg. No.

App. No.

Reg. Date

Filing Date

CLASSROOM DIRECT & design

Canada Classroom Direct.com LLC

Registered

790151

1434680

09-Feb-2011

15-Apr-2009

CLASSROOM SELECT & Design

Canada School Specialty, Inc.

Pending

TMA835,328

1500927

30-Oct-2012

25-Oct-2010

CLASSROOM SELECT Horizontal Logo

Canada School Specialty, Inc.

Pending

TMA835,312

1500934

30-Oct-2012

25-Oct-2010

COMPASS FOR CAMPUS

Canada Premier Agendas, Inc.

Registered

TMA579787

1070625

23-Apr-2003

CVB CONTENT - AREA VOCABULARY BUILDER

Canada School Specialty, Inc.

Registered

TMA829,324

1485406

07-Aug-2012

16-Jun-2010

DELTA EDUCATION & Design

Canada Delta Education, LLC

Registered

733131

1334846

26-Jan-2009

02-Jun-2008

DELTA SCIENCE READERS

Canada Delta Education, LLC

Registered

746955

1319222

03-Sep-2009

06-Oct-2006

DISCOVER AGENDA

Canada Premier Agendas, Inc.

Registered

TMA585899

1119643

23-Jul-2003

EARLY CHILDHOOD DIRECT

Canada Bird-In-Hand Woodworks, Inc

Registered

599487

1050895

15-Jan-2004

15-Mar-2000

EDUCATION ESSENTIALS

Canada School Specialty, Inc.

Registered

654482

1230486

06-Dec-2005

16-Sep-2004

EPS

Canada School Specialty, Inc.

Registered

TMA557,206

31-Jan-2002

EPS

Canada School Specialty, Inc.

Registered

TMA551,753

28-Sep-2001

EPS

Canada School Specialty, Inc.

Registered

TMA550,546

10-Sep-2001

EPS

Canada School Specialty, Inc.

Registered

790904

1446509

16-Feb-2011

29-Jul-2009

EPS

Canada School Specialty, Inc.

Registered

TMA558,743

04-Mar-2002

FREY CHOICE

Canada School Specialty, Inc.

Registered

796468

1451837

02-May-2011

15-Sep-2009

Mark

Country /

Business Unit

Status

Reg. No.

App. No.

Reg. Date

Filing Date

FREY SECURE

Canada School Specialty, Inc.

Registered

796480

1451833

02-May-2011

15-Sep-2009

FREY SELECT

Canada School Specialty, Inc.

Registered

796481

1451834

02-May-2011

15-Sep-2009

GO WORKBOOK

Canada Premier Agendas, Inc.

Registered

647913

1209178

13-Sep-2005

10-Mar-2004

HABITS OF SUCCESS

Canada Premier Agendas, Inc.

Registered

TMA563006

1070623

04-Jun-2002

HELPING EDUCATORS ENGAGE AND INSPIRE STUDENTS OF ALL AGES AND ABILITIES TO LEARN

Canada School Specialty, Inc.

Registered

758568

1403756

02-Feb-2010

17-Jul-2008

IF I PLAN TO LEARN I MUST LEARN TO PLAN

Canada Premier Agendas, Inc.

Registered

TMA434047

731407

30-Sep-1994

INCOMMAND PRO

Canada Premier Agendas, Inc.

Pending

1,600,152

29-Oct-2012

INQUIRY INVESTIGATIONS & Design

Canada Delta Education, LLC

Registered

826611

1508615

19-Jun-2012

20-Dec-2010

INTEGRATIONS

Canada Sportime, LLC

Registered

636598

1167511

01-Apr-2005

14-Feb-2003

INTEGRATIONS

Germany Sportime, LLC

Registered

30454687

30454687.9

17-Mar-2005

24-Sep-2004

INTEGRATIONS

United Kingdom Sportime, LLC

Registered

2369512

08-Apr-2005

30-Jul-2004

LEARNING OUTLET

Canada School Specialty, Inc.

Pending

1550251

01-Nov-2011

MAKING CONNECTIONS

Canada School Specialty, Inc.

Registered

748126

1388573

18-Sep-2009

25-Mar-2008

MISCELLANEOUS DESIGN

Canada School Specialty, Inc.

Registered

724639

1218515

26-Sep-2008

28-May-2004

NATURE'S IMPRESSIONS

Canada School Specialty, Inc.

Registered

785621

1422392

21-Dec-2010

18-Dec-2008

ONTRAC

Canada Premier Agendas, Inc.

Published

1429126

26-Feb-2009

Mark

Country /

Business Unit

Status

Reg. No.

App. No.

Reg. Date

Filing Date

OTMP

Canada Premier Agendas, Inc.

Pending

1,602,421

14-Nov-2012

PATH DRIVER

Canada School Specialty, Inc.

Pending

1,586,716

18-Jul-2012

PATH DRIVER FOR MATH

Canada School Specialty, Inc.

Pending

1,586,714

18-Jul-2012

PATH DRIVER FOR READING

Canada School Specialty, Inc.

Pending

1,586,715

18-Jul-2012

PORTFOLIO

Canada School Specialty, Inc.

Registered

TMA823596

1483658

08-May-2012

03-Jun-2010

PREMIER COMPASS AGENDA

Canada Premier Agendas, Inc.

Registered

TMA579786

1070604

23-Apr-2003

PREMIER GO PROGRAM

Canada Premier Agendas, Inc.

Registered

668315

1184721

20-Jul-2006

30-Jul-2003

PREMIER LOGO DESIGN

Canada Premier Agendas, Inc.

Registered

TMA598636

1147943

06-Jan-2004

PREMIER OTMP

Canada Premier Agendas, Inc.

Pending

1,602,437

28-Nov-2012

PREMIER OTMP CURRICULUM

Canada Premier Agendas, Inc.

Pending

1,602,425

14-Nov-2012

PREMIER OTMP PROGRAM

Canada Premier Agendas, Inc.

Pending

1,602,423

14-Nov-2012

PREMIER OTMP SKILL-BUILDING PROGRAM

Canada Premier Agendas, Inc.

Pending

1,602,435

14-Nov-2012

PREMIERCAMPUS

Canada Premier Agendas, Inc.

Registered

799733

1433020

10-Jun-2011

31-Mar-2009

PRIMA VUE

Canada Premier Agendas, Inc.

Registered

TMA569651

1089539

25-Oct-2002

PROJECTS BY DESIGN

Canada School Specialty, Inc.

Registered

805134

1448868

24-Aug-2011

20-Aug-2009

RAISING RESPECT: TAKE A STAND AGAINST BULLYING

Canada Premier Agendas, Inc.

Pending

1,600,748

09-Nov-2012

Mark

Country /

Business Unit

Status

Reg. No.

App. No.

Reg. Date

Filing Date

READ AND DISCOVER

Canada Premier Agendas, Inc.

Registered

TMA627127

1200255

01-Dec-2004

SCHOOL SMART

Canada School Specialty, Inc.

Registered

734412

1269559

13-Feb-2009

23-Aug-2005

SCHOOL SMART & Design

Canada School Specialty, Inc.

Registered

739508

1269561

06-May-2009

23-Aug-2005

SCHOOL SPECIALTY

Canada School Specialty, Inc.

Registered

715934

1331578

04-Jun-2008

17-Jan-2007

SCHOOL SPECIALTY LITERACY AND INTERVENTION

Canada School Specialty, Inc.

Registered

TMA823587

1491322

08-May-2012

05-Aug-2010

SCHOOL SPECIALTY ONLINE & Design

Canada School Specialty, Inc.

Registered

765953

1279025

06-May-2010

09-Nov-2005

SCHOOL SPECIALTY WEXPLORE

Canada School Specialty, Inc.

Registered

805811

1466160

31-Aug-2011

18-Jan-2010

SHOW AND SHARE

Canada Premier Agendas, Inc.

Registered

TMA625684

1200256

17-Nov-2004

SMART PACK

Canada Premier Agendas, Inc.

Registered

TMA627128

1200254

01-Dec-2004

SOLUTION SCOLAIRE

Canada School Specialty, Inc.

Registered

816276

1473175

26-Jan-2012

15-Mar-2010

SOLUTION SCOLAIRE & Design

Canada School Specialty, Inc.

Registered

808345

1482471

05-Oct-2011

25-May-2010

SPORDAS

Finland Select Service & Supply Co, In

Registered

127477

05-Aug-1993

SPORDAS

France Sportime, LLC

Registered

92/442,446

12-Jun-1992

SPORDAS

Germany School Specialty, Inc.

Registered

2075525

13-Jun-1992

SPORDAS

Greece Sportime, LLC

Registered

111602

26-Nov-1992

SPORDAS

Ireland Sportime, LLC

Registered

149159

16-Jun-1992

Mark

Country /

Business Unit

Status

Reg. No.

App. No.

Reg. Date

Filing Date

SPORDAS

Norway Select Service & Supply Co, In

Registered

160551

09-Dec-1993

23-Oct-1992

SPORDAS

Portugal Sportime, LLC

Registered

284948

24-Mar-1994

30-Jul-1992

SPORDAS

Sweden Select Service & Supply Co, In

Registered

249418

28-May-1993

SPORDAS

Switzerland Sportime, LLC

Registered

518250

02804/2003

23-May-2003

SPORDAS

United Kingdom Select Service & Supply Co, In

Registered

1503060

11-Jun-1992

SPORDAS & Design

Benelux Sportime, LLC

Registered

519716

782031

17-Jun-1992

17-Jun-1982

SPORDAS (word mark)

Denmark Sportime, LLC

Registered

vr109531992

27-Nov-1992

SPORDAS (word stylized)

Italy Sportime, LLC

Registered

992210

17-Jul-1992

SPORTIME

Australia Sportime, LLC

Registered

A605437

25-Jun-1993

SPORTIME

Brazil Sportime, LLC

Registered

817409459

01-Mar-1995

SPORTIME

Canada Sportime, LLC

Registered

365972

23-Feb-1990

SPORTIME

Canada Sportime, LLC

Registered

TMA565,487

1044355

02-Aug-2002

16-Apr-1998

SPORTIME

Israel Sportime, LLC

Pending

89910

18-Nov-1993

SPORTIME

Japan Sportime, LLC

Registered

3141032

5072198

30-Apr-1996

SPORTIME

Korea, Republic of Sportime, LLC

Registered

7726

156466

03-Jul-2003

SPORTIME

Mexico Sportime, LLC

Registered

493739

10-Aug-1992

Mark

Country /

Business Unit

Status

Reg. No.

App. No.

Reg. Date

Filing Date

SPORTIME

New Zealand Sportime, LLC

Registered

236174

20-Apr-1994

SPORTIME

Panama Sportime, LLC

Registered

66973

16-Mar-1995

SPORTIME

Panama Sportime, LLC

Registered

66974

16-Mar-1995

SPORTIME

Singapore Sportime, LLC

Registered

T03/12522D

15-Aug-2003

SPORTIME

South Africa Sportime, LLC

Registered

93/10983

19-Nov-1993

SPORTIME & Design

Singapore Sportime, LLC

Registered

T03/12525I

15-Aug-2003

SPORTIME AND DESIGN

Singapore Sportime, LLC

Registered

T03/12524J

15-Aug-2003

SUR LA VOIE

Canada Premier Agendas, Inc.

Registered

776090

1429044

01-Sep-2010

26-Feb-2009

THE 101

Canada Premier Agendas, Inc.

Registered

TMA823595

1498607

08-May-2012

05-Oct-2010

TIMETRACKER

Canada Premier Agendas, Inc.

Registered

TMA768,035

1167989

28-May-2010

17-Feb-2003

UGO365

Canada Premier Agendas, Inc.

Registered

TMA823590

1495317

08-May-2012

09-Sep-2010

UGO365

Canada Premier Agendas, Inc.

Pending

1495318

09-Sep-2010

VB TRAINER (Canada)

Sportime, LLC

Pending

1,609,766

1/14/2013

WEXPLORE

Canada School Specialty, Inc.

Registered

805814

1466159

31-Aug-2011

18-Jan-2010

WHERE THE CHILD COMES FIRST

Canada Childcraft Education Corp.

Pending

1568312

12-Mar-2012

Copyrights

ABC SCHOOL SUPPLY, INC.


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
A B C School Supply, Inc.	ABC School Supply, Inc. ... catalog	TX0002189648	11/10/1987
A B C School Supply, Inc.	The Rainbow book of early learning materials	TX0002282947	2/16/1988
A B C School Supply, Inc.	ABC puts the whole world in your hands	TX0002189647	11/10/1987
ABC School Supply, Inc.	Parent lending library master guide	TX0004131135	9/12/1995

AUTOSKILL


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Autoskill, Inc.	Autoskill Autonetwork.	TXu001050042	9/25/2002
Autoskill, Inc.	Autoskill Autonetwork BV.	TXu001050040	9/25/2002
Autoskill, Inc.	Autoskill : component reading subskills testing and training program.	TX0001742632	1/27/1986
Autoskill, Inc.	Autoskill mathematics program (AMP) / written by Ernest James Foster, 1951-.	TX0003452231	6/30/1992
Autoskill, Inc.	Incomnet Autonetwork.	TXu001050041	9/25/2002
Autoskill, Inc.	Math program for ICON / Ernie Foster.	TX0003452232	6/30/1992
AutoSkill International, Inc.	Academy of reading.	TX0005151672	12/27/1999

BECKLEY CARDY


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Beckley-Cardy Company	Beckley-Cardy. Catalog IV, Early learning	TX0001691988	11/4/1985
Beckley-Cardy Company	Beckley-Cardy. Catalogs II & III, Supplies/furniture/equipment/instructional materials	TX0001686703	11/4/1985
Beckley-Cardy Company	Beckley-Cardy. Catalogs II & III, Supplies/furniture/equipment/instructional materials.	TX0001689863 TX0001689864	11/4/1985 11/4/1985
Edgell Communications, Inc.	Beckley-Cardy quarterly : general catalog supplement.	TX0002446722 TX0002446720 TX0002446718	12/8/1988 12/8/1988 12/8/1988
Edgell Communications, Inc.	Beckley-Cardy quarterly : general catalog supplement.	TX0003296388 TX0003296387	4/27/1992 4/27/1992
Edgell Communications, Inc.	Beckley-Cardy quarterly : general catalog supplement	TX0003032681 TX0003092730 TX0003156360 TX0003233655	2/20/91; 6/25/91; 10/17/91; 1/29/92
Edgell Communications, Inc.	Beckley-Cardy quarterly : general catalog supplement	TX0002760468 TX0002803169 TX0002879561 TX0002959914	3/5/90 4/24/90 8/29/90 12/10/90
Edgell Communications, Inc.	Beckley-Cardy quarterly : general catalog supplement	TX0002491862 TX0002539669 TX0002654732 TX0002669451	2/6/89 4/14/89 10/11/89 11/07/89
Beckley-Cardy, a subsidiary of Edgell Communications, Inc	Beckley Cardy : general catalog	TX0002462688	12/2/1988
Beckley-Cardy Company	Beckley-Cardy. Catalog I, Computer education	TX0001691678	11/4/1985
Beckley-Cardy Company	Beckley-Cardy. Catalog I, Computer education	TX0001683069	11/4/1985
Edgell Communications, Inc.	Beckley Cardy : general catalog	TX0002745207	2/14/1990
Beckley-Cardy, Inc.	Create a classroom 1.0.	PAu002246021	8/12/1997

BRODHEAD GARRETT


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Brodhead Garrett Company	Brodhead-Garrett : catalog ....	TX0002797439	2/13/1990
Brodhead Garrett Company	Brodhead-Garrett : catalog ....	TX0002420750	10/13/1988
Brodhead Garrett Company	Brodhead-Garrett : catalog ....	TX0002159275	10/1/1987
Brodhead Garrett Company	Brodhead-Garrett : tools for teaching in an ever changing world : [catalog].	TX0001261623	11/9/1983
Brodhead Garrett Company	Brodhead-Garrett : tools for teaching in an ever changing world : [catalog].	TX0000872324	3/17/1982
Brodhead Garrett Company	Brodhead-Garrett : tools for teaching in an ever changing world : [catalog].	TX0000476250	5/19/1980

CHILDCRAFT


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Childcraft Education Corporation.	Childcraft : the growing years : [catalog].	TX0000677954	5/13/1981
Childcraft Education Corporation	Childcraft : the growing years : [catalog].	TX0000677953	5/13/1981
Childcraft Education Corporation	Childcraft : the growing years : [catalog].	TX0000677955	5/13/1981
Childcraft Education Corporation	Childcraft : the growing years : [catalog].	TX0000677952	5/13/1981
Childcraft Education Corporation	Childcraft : the growing years : [catalog].	TX0000677951	5/13/1981
Carol Mardell & Dorothea S. Goldenberg	Dial-R / [Carol D. Mardell-Czudnowski, Dorothea S. Goldenberg].	TX0001413417	6/29/1984
Childcraft Education Corporation	Childcraft : the growing years : [catalog].	TX0001594689	3/15/1985
Childcraft Education Corporation	Childcraft : the growing years : [catalog].	TX0001764298	3/26/1986
Childcraft Education Corporation	Childcraft : the Growing Years, infants, early childhood, special ed school catalog	TX0002250405	2/1/1988
Childcraft Education Corporation	Childcraft : the Growing Years, infants, early childhood, special ed school catalog	TX0002486090	2/1/1989
Carol Mardell-Czudnowski & Dorothea Goldenberg	DIAL-R activity card system : developmental tasks for school and home	TX0002634186	8/9/1989


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Carol Mardell-Czudnowski and Dorothea S. Goldenberg	Dial-R for parents : activities for the child at home keyed to the Dial-R assessment kit	TX0002634081	8/15/1989
Childcraft Education Corporation	Childcraft--building minds and imaginations for the growing years : 1990	TX0002787251	3/13/1990
Childcraft Education Corporation	Childcraft : the Growing Years, infants, early childhood, special ed school catalog	TX0004140775	8/30/1995
Childcraft Education Corporation	Notice of grant security interest in copyrights	V3437D211	6/28/1999
Childcraft Education Corp	Earth and Space	SR0000611712	9/13/2007
Childcraft Education Corp	Inquiry	SR0000611715	9/13/2007
Childcraft Education Corp	Life Science	SR0000611714	9/13/2007
Childcraft Education Corp	Personal and Social Perspectives	SR0000611711	9/13/2007
Childcraft Education Corp	Physical Science	SR0000611710	9/13/2007
Childcraft Education Corporation	Let’s get cooking! / by Margot Hammond.	TX0004742730	3/17/1998
Childcraft Education Corporation	Childcraft : toys that teach : [catalog].	TX0001594688 TX0002239795	3/15/1985 8/12/1985
Childcraft Education Corporation	Childcraft : toys that teach : [catalog].	TX0001764297; TX0001889261	2/28/1986; 8/21/1986
Childcraft Education Corporation	Just for Kids! : America’s favorite children’s catalog.	TX0002124525	8/3/1987
Childcraft Education Corporation	Childcraft : toys that teach : [catalog].	TX0002009649; TX0002124526	2/24/1987 & 8/3/1987
Childcraft Education Corporation	Just for Kids! : America’s favorite children’s catalog.	TX0002326459; TX0002404103; TX0002404104; TX0002403577; TX0002407643; TX0002407644	2/8/1988; 9/6/1988; 9/6/1988; 10/24/1988; 10/24/1988


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Childcraft Education Corporation	Childcraft : toys that teach : [catalog].	TX0002319535; TX0002402995; TX0002404100; TX0002402994	2/8/1988; 9/6/1988; 9/6/1988; 9/6/1988
Childcraft Education Corporation	Childcraft west : the Growing Years, infants, early childhood, special ed. school catalog	TX0002486089	2/1/1989
Childcraft Education Corporation	Childcraft West--building minds and imaginations for the growing years : 1990	TX0002787252	3/13/1990
Childcraft Education Corporation	Childcraft : toys that teach : [catalog].	TX0002537376; TX0002515392; TX0002714983; TX0002714984; TX0002714985; TX0002714986; TX0002714987	2/15/1989; 2/15/1989; 12/4/1989; 12/4/1989; 12/4/1989; 12/4/1989; 12/4/1989
Childcraft Education Corporation	Just for Kids! : America’s favorite children’s catalog	TX0002501249; TX0002501669; TX0002501670; TX0002701220; TX0002701219; TX0002701218; TX0002701216; TX0002701217	2/2/1989; 2/2/1989; 2/2/1989; 12/1/1989; 12/1/1989; 12/1/1989 ; 12/1/1989; 12/1/1989
Childcraft, Inc.	Childcraft : toys that teach : [catalog].	TX0002765767; TX0002765768; TX0002765769; TX0002765770	3/14/1990; 3/14/1990; 3/14/1990; 3/14/1990
Childcraft, Inc.	Just for Kids! : America’s favorite children’s catalog	TX0002765891; TX0002765766; TX0002765892; TX0002765893	3/14/1990; 3/14/1990; 3/14/1990; 3/14/1990
Childcraft Education Corp	Celebrate Science Physical Science Set	SR0000611710	9/13/2007

CPO SCIENCE


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
CPO Science, a division of Delta Education, LLC	Air rocket : curriculum resource guide : force, motion and energy.	TX0005661277	12/19/2002
CPO Science, a division of Delta Education, LLC	Atom building game : structure of the atom.	TX0005643457	12/19/2002
CPO Science, a division of Delta Education, LLC	Bathymetric map with land topography : [World]	VA0001264564	6/6/2004
CPO Science, a division of Delta Education, LLC	Car and ramp : force and motion.	TX0005643458	12/19/2002
CPO Science, a division of School Specialty	CPO Science Earth Science Investigation Manual.	TX0006947238	4/14/2008
CPO Science, a division of School Specialty	CPO Science Earth Science Student Text Book.	TX0006939698	4/14/2008
CPO Science, a division of School Specialty	CPO Science Earth Science Teacher Guide.	TX0006939695	4/14/2008
CPO Science, a division of School Specialty	CPO Science Life Science Electronic Book.	TX0006989877	4/14/2008
CPO Science, a division of School Specialty	CPO Science Life Science Examview Test Bank.	TX0006989236	4/14/2008
CPO Science, a division of School Specialty	CPO Science Life Science Investigation Manual.	TX0006941501	4/14/2008
CPO Science, a division of School Specialty	CPO Science Life Science Lesson Organizer.	TX0006989223	4/14/2008
CPO Science, a division of School Specialty	CPO Science Life Science Student Text Book.	TX0006940713	4/14/2008
CPO Science, a division of School Specialty	CPO Science Life Science Teacher Guide.	TX0006940703	4/14/2008
CPO Science, a division of School Specialty	CPO Science Life Science Teacher Resource CD.	TX0006989231	4/14/2008
CPO Science, a division of School Specialty	CPO Science Life Science Teaching Illustrations.	TX0006989228	4/14/2008
CPO Science, a division of School Specialty	CPO Science Physical Science Electronic Book.	TX0006989905	4/14/2008


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
CPO Science, a division of School Specialty	CPO Science Physical Science Examview Test Bank.	TX0006989968	4/14/2008
CPO Science, a division of School Specialty	CPO Science Physical Science Investigation Manual.	TX0006941513	4/14/2008
CPO Science, a division of School Specialty	CPO Science Physical Science Lesson Organizer.	TX0006989897	4/14/2008
CPO Science, a division of School Specialty	CPO Science Physical Science Student Text Book.	TX0006940658	4/14/2008
CPO Science, a division of School Specialty	CPO Science Physical Science Teacher Guide.	TX0006940706	4/14/2008
CPO Science, a division of School Specialty	CPO Science Physical Science Teacher Resource CD.	TX0006989965	4/14/2008
CPO Science, a division of School Specialty	CPO Science Physical Science Teaching Illustrations.	TX0006989941	4/14/2008
CPO Science, a division of Delta Education, LLC	Electric circuits : curriculum resource guide : electricity and circuits.	TX0005661281	12/19/2002
CPO Science, a division of Delta Education, LLC	Electric motor : electricity and magnetism.	TX0005643452	12/19/2002
CPO Science, a division of School Specialty	Focus on Earth Science Electronic Book.	TX0006933062	4/14/2008
CPO Science, a division of School Specialty	Focus on Earth Science Exam View Text Bank.	TX0006933640	4/14/2008
CPO Science, a division of School Specialty	Focus on Earth Science Investigation Manual.	TX0006933185	4/14/2008
CPO Science, a division of School Specialty	Focus on Earth Science Lesson Organizer.	TX0006933056	4/14/2008
CPO Science, a division of School Specialty	Focus on Earth Science Spanish Components CD.	TX0006933139	4/14/2008
CPO Science, a division of School Specialty	Focus on Earth Science Spanish Electronic Book.	TX0006933135	4/14/2008
CPO Science, a division of School Specialty	Focus on Earth Science Spanish Investigation Manual.	TX0006933174	4/14/2008


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
CPO Science, a division of School Specialty	Focus on Earth Science Spanish Student Text Book.	TX0006933192	4/14/2008
CPO Science, a division of School Specialty	Focus on Earth Science Student Textbook.	TX0006933199	4/14/2008
CPO Science, a division of School Specialty	Focus on Earth Science Teacher's Guide.	TX0006933209	4/14/2008
CPO Science, a division of School Specialty	Focus on Earth Science Teacher's Resource CD.	TX0006933072	4/14/2008
CPO Science, a division of School Specialty	Focus on Earth Science Teaching Illustrations.	TX0006933084	4/14/2008
CPO Science, a division of School Specialty	Focus on Life Science Electronic book.	TX0007195180	4/14/2008
CPO Science, a division of School Specialty	Focus on Life Science Exam View Test Bank.	TX0007127016	4/14/2008
CPO Science, a division of School Specialty	Focus on Life Science Investigation Manual.	TX0007126275	4/14/2008
CPO Science, a division of School Specialty	Focus on Life Science Lesson Organizer.	TX0007194967	4/14/2008
CPO Science, a division of School Specialty	Focus on Life Science Spanish Components CD.	TX0007194972	4/14/2008
CPO Science, a division of School Specialty	Focus on Life Science Spanish Electronic Book.	TX0007194963	4/14/2008
CPO Science, a division of School Specialty	Focus on Life Science Spanish Investigation Manual.	TX0007127021	4/14/2008
CPO Science, a division of School Specialty	Focus on Life Science Spanish Student Text.	TX0007126303	4/14/2008
CPO Science, a division of School Specialty	Focus on Life Science Student Text.	TX0007126309	4/14/2008
CPO Science, a division of School Specialty	Focus on Life Science Teacher Guide.	TX0007126320	4/14/2008
CPO Science, a division of School Specialty	Focus on Life Science Teacher Resource CD.	TX0007195159	4/14/2008


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
CPO Science, a division of School Specialty	Focus on Physical Science Electronic Book.	TX0007132093	4/14/2008
CPO Science	Focus on Physical Science Teaching Illustrations.	TX0007162140	4/14/2008
CPO Science, a division of Delta Education, LLC	Foundations of physical science.	TX0006191850	6/13/2005
CPO Science, a division of School Specialty	Foundations of Physical Science 3rd Edition Investigation Manual.	TX0007391167	4/20/2011
CPO Science, a division of School Specialty	Foundations of Physical Science 3rd Edition Student Text Book.	TX0007391170	4/20/2011
CPO Science, a division of School Specialty	Foundations of Physical Science 3rd Edition Teacher Guide.	TX0007391173	4/20/2011
CPO Science, a division of Delta Education, LLC	Foundations of physical science blackline masters.	TX0005801990	9/19/2003
CPO Science, a division of Delta Education, LLC	Foundations of physical science color teaching tools.	TX0005872256	9/19/2003
CPO Science, a division of Delta Education, LLC	Foundations of physical science : electronic book.	TX0006172818	6/13/2005
CPO Science, a division of Delta Education, LLC	Foundations of physical science electronic book.	TX0005872257	9/19/2003
CPO Science, a division of Delta Education, LLC	Foundations of physical science : ExamView test bank.	TX0005643760	12/19/2002
CPO Science, a division of Delta Education, LLC	Foundations of physical science investigations.	TX0006191699	6/13/2005
CPO Science, a division of Delta Education, LLC	Foundations of physical science : investigations / Tom Hsu.	TX0005659139	12/19/2002
CPO Science, a division of Delta Education, LLC	Foundations of physical science : skill and practice worksheets.	TX0005659137	12/19/2002
CPO Science, a division of Delta Education, LLC	Foundations of physical science : teacher's guide.	TX0005653856	12/19/2002
CPO Science, a division of Delta Education, LLC	Foundations of physical science / Tom Hsu.	TX0005659140	12/19/2002


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
CPO Science	Foundations of physical science with earth and space science : blackline masters.	TX0005817995	9/22/2003
CPO Science, a division of Delta Education, LLC	Foundations of physical science with earth and space science color teaching tools.	TX0005872258	9/22/2003
CPO Science, a division of Delta Education, LLC	Foundations of physical science with earth and space science electronic book.	TX0005872259	9/22/2003
CPO Science, a division of Delta Education, LLC	Foundations of physical science with earth and space science : Exam View Test Bank.	TX0005817988	9/22/2003
CPO Science, a division of Delta Education, LLC	Foundations of physical science with earth and space science : skill and practice worksheets.	TX0005817987	9/22/2003
CPO Science, a division of Delta Education, LLC	Foundations of physical science with earth and space science / Tom Hsu.	TX0005776361	6/6/2003
CPO Science, a division of Delta Education, LLC	Foundations of physical science with earth and space studies / Tom Hsu.	TX0005800659	9/22/2003
CPO Science, a division of Delta Education, LLC	Foundations of physical with earth and space science / Tom Hsu.	TX0005803829	8/15/2003
CPO Science, a division of Delta Education, LLC	Foundations of physics.	TX0006001517	6/6/2004
CPO Science, a division of School Specialty	Foundations of Physics 2nd Edition Examview Test Bank.	TX0007388448	4/26/2011
CPO Science, a division of School Specialty	Foundations of Physics 2nd Edition Investigation Manual.	TX0007388215	4/26/2011
CPO Science, a division of School Specialty	Foundations of Physics 2nd Edition Student Text Book.	TX0007388362	4/26/2011
CPO Science, a division of School Specialty	Foundations of Physics 2nd Edition Teacher Guide.	TX0007388274	4/26/2011
CPO Science, a division of School Specialty	Foundations of Physics 2nd Edition Teacher Resource CD.	TX0007388430	4/26/2011
CPO Science, a division of Delta Education, LLC	Foundations of physics : electronic book.	TX0006052070	6/6/2004


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
CPO Science, a division of Delta Education, LLC	Foundations of physics ExamView Test Bank.	TX0005993630	6/6/2004
CPO Science, a division of Delta Education, LLC	Foundations of physics : investigations / Tom Hsu.	TX0005913042	1/16/2004
CPO Science, a division of Delta Education, LLC	Foundations of physics : teacher's guide / Tom Hsu.	TX0005994977	6/6/2004
CPO Science, a division of Delta Education, LLC	Foundations of physics / Tom Hsu.	TX0005836561	8/19/2003
CPO Science, a division of Delta Education, LLC	Gears and levers : curriculum resource guide : gears levers and rotating machines.	TX0005661280	12/19/2002
CPO Science, a division of Delta Education, LLC	Gravity drop : free fall and the gravity drop.	TX0005643454	12/19/2002
CPO Science, a division of Delta Education, LLC	Integrated physics and chemistry ExamView test bank.	TX0005835009	12/20/2002
CPO Science, a division of Delta Education, LLC	Integrated physics and chemistry investigations / Tom Hsu.	TX0005803522	12/20/2002
CPO Science, a division of Delta Education, LLC	Integrated physics and chemistry : skill and practice worksheets.	TX0005659138	12/20/2002
CPO Science, a division of Delta Education, LLC	Integrated physics and chemistry : teacher's guide / Tom Hsu.	TX0005659141	12/20/2002
CPO Science, a division of Delta Education, LLC	Integrated physics and chemistry / Tom Hsu.	TX0005803523	12/20/2002
CPO Science	Integrated science : an investigative approach.	TX0006173600	6/13/2005
CPO Science, a division of Delta Education, LLC	Integrated science : an investigative approach : electronic book.	TX0006166497	6/13/2005
CPO Science, a division of Delta Education, LLC	[Integrated science : an investigative approach exam view test bank]	TX0006172772	6/13/2005
CPO Science, a division of Delta Education, LLC	Integrated science : an investigative approach : Investigations.	TX0006176273	6/13/2005
CPO Science, a division of Delta Education, LLC	Integrated science : an investigative approach : teacher's guide.	TX0006191851	6/13/2005


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
CPO Science, a division of Delta Education, LLC	Integrated science : an investigative approach : teachers support CD-ROM.	TX0006166495	6/13/2005
CPO Science, a division of Delta Education, LLC	Introduction to earth and space science.	TX0005866196	9/19/2003
CPO Science, a division of Delta Education, LLC	Introduction to Earth and space science : investigations. / Tom Hsu.	TX0005817939	8/15/2003
on text; CPO Science, division of Delta Education, LLC	Introduction to Earth and space science / Tom Hsu.	TX0005776744	6/6/2003
CPO Science, a division of Delta Education, LLC	Introduction to earth and space science / Tom Hsu.	TX0005786573	9/19/2003
CPO Science, a division of Delta Education, LLC	Light and optics : properties of light.	TX0005643451	12/19/2002
CPO Science, a division of Delta Education, LLC	Marble launcher : curriculum resource guide : projectile motion.	TX0005661278	12/19/2002
CPO Science, a division of Delta Education, LLC	Pendulum : harmonic motion.	TX0005643450	12/19/2002
CPO Science, a division of Delta Education, LLC	Periodic puzzle : chemistry and the elements.	TX0005643453	12/19/2002
CPO Science, a division of Delta Education, LLC	Periodic table tiles : curriculum resource guide : chemistry and the elements.	TX0005661279	12/19/2002
CPO Science, a division of Delta Education, LLC	Physics a first course.	TX0006141984	2/28/2005
CPO Science, a division of School Specialty.	Physics A First Course Electronic Book.	TX0007235289	4/16/2008
CPO Science, a division of Delta Education, LLC	Physics : a first course electronic book.	TX0006198516	6/13/2005
CPO Science, a division of School Specialty.	Physics A First Course Examview Test Bank.	TX0007219868	12/16/2008
CPO Science, a division of Delta Education, LLC	Physics A First Course Exam View Test Bank	TX0006183169	6/13/2005
CPO Science, a division of School Specialty.	Physics A First Course Investigation Manual	TX0007219870	12/16/2008


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
CPO Science, a division of Delta Education, LLC	Physics a first course investigations.	TX0006125083	2/24/2005
CPO Science, a division of School Specialty.	Physics A First Course Proplanner.	TX0007235275	4/16/2008
CPO Science, a division of School Specialty.	Physics A First Course Student Text Book.	TX0007235140	4/16/2008
CPO Science, a division of School Specialty.	Physics A First Course Teacher Guide.	TX0007219861	12/16/2008
CPO Science, a division of Delta Education, LLC	Physics, a first course : teacher’s guide / Tom Hsu.	TX0006208070	6/13/2005
CPO Science, a division of Delta Education, LLC	Physics : a first course teachers support CD Rom.	TX0006198517	6/13/2005
CPO Science, a division of Delta Education, LLC	Rollercoaster : energy and energy conservation.	TX0005643449	12/19/2002
CPO Science, a division of Delta Education, LLC	Ropes and pulleys : force, work and energy.	TX0005643456	12/19/2002
CPO Science, a division of Delta Education, LLC	Sound and waves : music, sound and waves.	TX0005643455	12/19/2002
CPO Science, a division of Delta Education, LLC	Teaching through investigations physical science and physics and chemistry DVD series.	TX0005783473	12/20/2002
CPO Science, a division of Delta Education, LLC	Teaching through investigations physical science and physics and chemistry video series.	TX0005783461	12/20/2002
CPO Science, a division of School Specialty.	CPO Science Earth Science Electronic Book.	TX0006937162	4/14/2008
CPO Science, a division of School Specialty.	CPO Science Earth Science Examview Test Bank.	TX0006954526	4/14/2008
CPO Science, a division of School Specialty.	CPO Science Earth Science Lesson Organizer.	TX0006937093	4/14/2008
CPO Science, a division of School Specialty.	CPO Science Earth Science Teacher Resource CD.	TX0006937150	4/14/2008
CPO Science, a division of School Specialty.	CPO Science Earth Science Teaching Illustrations.	TX0006937146	4/14/2008


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
CPO Science, a division of School Specialty.	Focus on Physical Science Exam View Test Bank.	TX0007131667	4/14/2008
CPO Science, a division of School Specialty.	Focus on Physical Science Investigation Manual.	TX0007131982	4/14/2008
CPO Science, a division of School Specialty.	Focus on Physical Science Lesson Organizer.	TX0007131502	4/14/2008
CPO Science, a division of School Specialty.	Focus on Physical Science Spanish Components CD.	TX0007139267	4/14/2008
CPO Science, a division of School Specialty.	Focus on Physical Science Spanish Electronic Book.	TX0007137812	4/14/2008
CPO Science, a division of School Specialty.	Focus on Physical Science Spanish Investigation Manual.	TX0007356040	4/14/2008
CPO Science, a division of School Specialty.	Focus on Physical Science Spanish Student Text Book.	TX0007137830	4/14/2008
CPO Science, a division of School Specialty.	Focus on Physical Science Student Text Book.	TX0007132216	4/14/2008
CPO Science, a division of School Specialty.	Focus on Physical Science Teacher Resource CD.	TX0007137820	4/14/2008
CPO Science, a division of School Specialty.	Foundations of Physical Science 3rd Edition Multimedia DVD.	TX0007391165	4/20/2011
CPO Science, a division of School Specialty.	Foundations of Physical Science 3rd Edition Teacher Resource CD.	TX0007391151	4/20/2011
CPO Science, a division of School Specialty.	Physical, Earth, and Space Science Examview Test Bank.	TX0007388979	4/26/2011
CPO Science, a division of School Specialty.	Physical, Earth, and Space Science Investigation Manual.	TX0007389189	4/26/2011
CPO Science, a division of School Specialty.	Physical, Earth, and Space Science Multimedia DVD.	TX0007392672	4/26/2011
CPO Science, a division of School Specialty.	Physical, Earth, and Space Science Student Text Book.	TX0007389186	4/26/2011
CPO Science, a division of School Specialty.	Physical, Earth, and Space Science Teacher Resource CD.	TX0007392673	4/26/2011


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
CPO Science, a division of School Specialty.	Physical, Earth, and Space Science Teacher’s Guide.	TX0007388873	4/26/2011
CPO Science, a division of School Specialty.	Physics A First Course Teacher Resource CD.	TX0007229600	4/16/2008
COP Science, a division of School Specialty.	Focus on Life Science Teaching Illustrations.	TX0007195147	4/14/2008

DELTA


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, LLC	Beginnings: teacher’s guide/Herbert D. Their, Robert C. Knott	TX0005877113	11/21/2003
Delta Education	Behavior of mealworms: teacher’s guide	TX0002384470	7/8/1988
Delta Education, LLC	Butterflies and moths	TX0005914419	2/10/2004
Delta Education	Butterflies and moths: teacher’s guide	TX0002384468	11/1/1996
Delta Education, Inc.	Charge it! Static electricity: activity guide/by Delta Education; author, Richard Bollinger	TX0004406415	11/1/1996
Delta Education, Inc.	Charge it! static electricity : activity journal / by Delta Education ; author, Richard Bollinger.	TX0004406422	11/1/1996
Delta Education	Classroom plants : teacher’s guide.	TX0002384473	7/8/1988
Delta Education, Inc.	Clear view of area and volume formulas : activities, visuals, masters.	TX0004406667	2/19/1997
Delta Education, LLC	Color and light.	TX0005914420	2/10/2004
Delta Education, LLC	Communities : teacher’s guide / Robert C. Knott, Herbert D. Thier.	TX0005866655	11/21/2003
Delta Education, Inc.	Crystal creations : activity guide / author, Carol Prekker.	TX0004406777	2/19/1997
Delta Education	Delta Science First Reader, Science and Literacy program Teacher’s Guide.	TX0006898348	11/9/2007


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education	Delta science module, erosion teacher’s guide.	TX0006404994	6/28/2006
Delta Education	Delta science module, third edition : classroom plants : teacher’s guide.	TX0006405648	6/28/2006
Delta Education	Delta science module, third edition : earth, moon, and sun : teacher’s guide.	TX0006405649	6/28/2006
Delta Education	Delta science module, third edition : earth processes : teacher’s guide.	TX0006405647	6/28/2006
Delta Education	Delta science module, third edition : electromagnetism : teacher’s guide.	TX0006405651	6/28/2006
Delta Education	Delta science module, third edition : matter and change : teacher’s guide.	TX0006405646	6/28/2006
Delta Education	Delta science module, third edition : plant and animal populations : teacher’s guide.	TX0006405650	6/28/2006
Delta Education	Delta Science Modules, Third Ed., DNA: From Genes to Proteins Teacher’s Guide.	TX0006898345	11/9/2007
Delta Education	Delta Science Modules, Third Ed., Earth Movements, At Home Folio.	TX0006897073	12/7/2007
Delta Education	Delta Science Modules, Third Ed., Earth Movements, At Home Folio (Spanish Edition)	TX0006897105	12/7/2007
Delta Education	Delta Science Modules, Third Ed., Earth Movements Science Notebook.	TX0006898338	11/9/2007
Delta Education	Delta Science Modules, Third Ed., Earth Movements Science Notebook, Spanish Edition Delta Science Modules, Third Edition.	TX0006898340	11/9/2007
Delta Education	Delta Science Modules, Third Ed., Food Chains and Webs, At Home Folio.	TX0006897058	12/7/2007
Delta Education	Delta Science Modules, Third Ed., Food Chains and Webs, At Home Folio (Spanish Edition)	TX0006897064	12/7/2007


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education	Delta Science Modules, Third Ed., Food Chains and Webs Science Notebook.	TX0006898323	11/9/2007
Delta Education	Delta Science Modules, Third Ed., Food Chains and Webs Science Notebook, Spanish Edition.	TX0006898320	11/9/2007
Delta Education	Delta Science Modules, Third Ed., Force and Motion, At Home Folio (Spanish Edition)	TX0006897081	12/7/2007
Delta Education	Delta Science Modules, Third Ed., Force and Motion, At Horne Folio.	TX0006897097	12/7/2007
Delta Education	Delta Science Modules, Third Ed., Force and Motion Science Notebook.	TX0006898328	11/9/2007
Delta Education	Delta Science Modules, Third Ed., Force and Motion Science Notebook, Spanish Edition.	TX0006898339	11/9/2007
Delta Education	Delta Science Modules, Third Ed., Using Science Notebooks Folio.	TX0006897051	12/7/2007
Delta Education	Delta Science Reader, Astronomy.	TX0006898342	11/9/2007
Delta Education	Delta Science Reader, Earth Movements Reader, Spanish Edition.	TX0006898332	11/9/2007
Delta Education	Delta Science Reader, Electrical Connections Delta Science Reader.	TX0006898344	11/9/2007
Delta Education	Delta Science Reader, Food Chains and Webs Reader, Spanish Edition.	TX0006898327	11/9/2007
Delta Education	Delta Science Reader, Force and Motion Reader, Spanish Edition.	TX0006898325	11/9/2007
Delta Education, Inc.	Detective lab : activity guide / by Delta Education ; author, Richard Bollinger.	TX0004406417	11/1/1996
Delta Education, Inc.	Detective lab : activity journal / by Delta Education ; author, Richard Bollinger.	TX0004406416	11/1/1996
Delta Education, LLC	Dinosaurs and fossils.	TX0005914416	2/10/2004
Delta Education, LLC	Discovery guide : body and senses : pre-K.	TX0005699021	5/8/2003


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, LLC	Earth movements.	TX0005913100	2/10/2004
Delta Education, LLC	Ecosystems : teacher’s guide / Robert C. Knott, Herbert D. Thier.	TX0005866657	11/21/2003
Delta Education, LLC	Electrical circuits / [Sarah A. Maineri], senior project editor.	TX0005748056	5/8/2003
Delta Education	Electrical circuits : teacher’s guide.	TX0002384480	7/8/1988
Delta Education, LLC	Electrical circuits : teacher’s guide / Sarah A. Maineri, senior project editor.	TX0005747210	5/9/2003
Delta Education, Inc.	Electromagnetism : activity guide / by Delta Education ; author, Sally Seehafer.	TX0004406419	11/1/1996
Delta Education	Electromagnetism : teacher’s guide.	TX0002384461	7/8/1988
Delta Education, Inc.	Energy & motion : activity guide / author, M. J. Lechner.	TX0004410975	2/18/1997
Delta Education, Inc.	Energy & motion : activity journal.	TX0004410976	2/18/1997
Delta Education, LLC	Energy sources : teacher’s guide / Herbert D. Thier, Robert C. Knott.	TX0005877116	11/21/2003
Delta Education, LLC	Environments : teacher’s guide / Robert C. Knott, Herbert D. Thier.	TX0005866659	11/21/2003
Delta Education, LLC	Finding the moon.	TX0005748493	5/8/2003
Delta Education, LLC	Finding the Moon : teacher’s guide.	TX0005792811	8/12/2003
Delta Education	Finding the moon : teacher’s guide / by Gretchen M. Alexander.	TX0002384476	7/8/1988
Delta Education, LLC	Flight and rocketry reader	TX0005913098	2/10/2004
Delta Education, Inc.	Flight! gliders to jets : activity guide / by Delta Education ; author, Richard Bollinger.	TX0004406420	11/1/1996
Delta Education, LLC	Food chaines and webs : teacher’s guide / Sarah A. Maineri, senior project editor.	TX0005747206	5/9/2003
Delta Education, LLC	Food chains and webs / [Sarah A. Maineri], senior project editor.	TX0005748057	5/8/2003


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, LLC	Force and motion : teacher’s guide / Sarah A. Maineri, senior project editor.	TX0005747207	5/9/2003
Delta Education	From seed to plant : teacher’s guide.	TX0002384472	7/8/1988
Delta Education, Inc.	Gears at work : activity guide / author, Joreen Hendry.	TX0004410977	2/18/1997
Delta Education, Inc.	Gears at work : activity journal / author, Joreen Hendry.	TX0004410978	2/18/1997
Delta Education, Inc.	Great sensations : smell, taste, touch : activity guide / author, Katy Z. Allen.	TX0004423398	3/3/1997
Delta Education, Inc.	Great sensations : smell, taste, touch : activity journal / author, Katy Z. Allen.	TX0004423399	3/3/1997
Delta Education, Inc.	Great sensations : vision & hearing : activity guide / author, Kathy Z. Allen.	TX0004410979	2/18/1997
Delta Education, Inc.	Great sensations : vision & hearing : activity journal / author, Kathy Z. Allen.	TX0004410973	2/18/1997
Delta Education, LLC	Hexagonoes exponents : level 1 : teacher guide.	TX0005853766	11/21/2003
Delta Education, LLC	Hexagonoes exponents : level 2 : teacher guide.	TX0005853767	11/21/2003
Delta Education, LLC	Hexagonoes percents : level 2 : teacher guide.	TX0005853768	11/21/2003
Delta Education, LLC	Investigating water.	TX0005913096	2/10/2004
Delta Education	Investigating water : teacher’s guide.	TX0002384457	7/8/1988
Delta Education	Length and capacity : teacher’s guide / by D. Louis Finsand.	TX0002384462	7/8/1988
Delta Education	Lenses and mirrors : teacher’s guide / prepared by the National Learning Center.	TX0002384463	7/8/1988
Delta Education, LLC	Life cycles : teacher’s guide / Herbert D. Thier, Robert C. Knott.	TX0005877115	11/21/2003
Delta Education	Looking at liquids : teacher’s guide.	TX0002384458	7/8/1988


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, Inc.	Magnetic magic : activity journal / by Delta Education ; author, Richard Bollinger.	TX0004406421	11/1/1996
Delta Education, LLC	Magnets.	TX0005913097	2/10/2004
Delta Education, LLC	Material objects : teacher’s guide / Herbert D. Thier, Robert C. Knott.	TX0005877114	11/21/2003
Delta Education	Measuring : teacher’s guide.	TX0002384465	7/8/1988
Delta Education	Newton's toy box : teacher’s guide.	TX0006403251	6/28/2006
Delta Education, LLC	Observing an aquarium.	TX0005914421	2/10/2004
Delta Education, LLC	Observing an aquarium : teacher’s guide.	TX0005914412	2/10/2004
Delta Education	Observing an aquarium : teacher’s guide / by Deighton K. Emmons, Jr.	TX0002384471	7/8/1988
Delta Education, LLC	Oceans.	TX0005913099	2/10/2004
Delta Education, LLC	Oceans : teacher’s guide.	TX0005914414	2/10/2004
Delta Education, LLC	Organisms : teacher’s guide / Robert C. Knott, Herbert D. Thier.	TX0005866656	11/21/2003
Delta Education, LLC	Plant and animal life cycles.	TX0005699028	5/8/2003
Delta Education	Plant and animal life cycles : teacher’s guide.	TX0002384469	7/8/1988
Delta Education	Plants in our world reader.	TX0006402066	6/26/2006
Delta Education, LLC	Pollution.	TX0005913095	2/10/2004
Delta Education	Pond life : teacher’s guide.	TX0002384467	7/8/1988
Delta Education	Powders and crystals : teacher’s guide.	TX0002384459	7/8/1988
Delta Education	Properties : teacher’s guide.	TX0002384460	7/8/1988
Delta Education, LLC	Relative position and motion : teacher’s guide / Robert C. Knott, Herbert D. Thier.	TX0005866658	11/21/2003
Delta Education, Inc.	Rock origins : activity guide / author, Richard Bollinger.	TX0004406776	2/19/1997


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education	Rocks and minerals : teacher’s guide / by Ben Werner.	TX0002384479	7/8/1988
Delta Education, Inc.	Seed mysteries : activity guide / author, Mary Jo Lechner.	TX0004410972	2/18/1997
Delta Education, Inc.	Seed mysteries : activity journal / author, Mary Jo Lechner.	TX0004410974	2/18/1997
Delta Education, LLC	Simple machines.	TX0005699027	5/8/2003
Delta Education	Simple machines : teacher’s guide / by Elizabeth Fox.	TX0002384481	7/8/1988
Delta Education	Sink or float? : teacher’s guide.	TX0006403250	6/28/2006
Delta Education	Sink or float : teacher’s guide.	TX0002384482	7/8/1988
Delta Education, LLC	Soil science.	TX0005914417	2/10/2004
Delta Education, LLC	Solar system / [Sarah A. Maineri], senior project editor.	TX0005748058	5/8/2003
Delta Education, LLC	Solar system : teacher’s guide / Sarah A. Maineri, senior project editor.	TX0005747208	5/9/2003
Delta Education, LLC	Sound.	TX0005913094	2/10/2004
Delta Education, LLC	Sound : teacher’s guide.	TX0005914413	2/10/2004
Delta Education	Sound : teacher’s guide.	TX0002384456	7/8/1988
Delta Education, LLC	Stages of matter : teacher’s guide.	TX0005792812	8/12/2003
Delta Education, LLC	States of matter / [Sarah A. Maineri], senior project editor.	TX0005748054	5/8/2003
Delta Education	States of matter : teacher’s guide / by Michael Worosz.	TX0002384464	7/8/1988
Delta Education, LLC	Sunshine and shadows.	TX0005913093	2/10/2004
Delta Education	Sunshine and shadows : teacher’s guide.	TX0002384477	7/8/1988
Delta Education, LLC	Using your senses / [Sarah A. Maineri], senior project editor.	TX0005748059	5/8/2003
Delta Education, LLc	Using your senses : teacher’s guide / Sarah A. Maineri, senior project editor.	TX0005747205	5/9/2003


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, LLC	Water cycle.	TX0005914418	2/10/2004
Delta Education, LLC	Weather forecasting.	TX0005699029	5/8/2003
Delta Education	Weather forecasting : teacher’s guide / by Deighton K. Emmons, Jr.	TX0002384475	7/8/1988
Delta Education, LLC	Weather forecasting : teacher’s guide / Sarah A. Maineri, senior project editor.	TX0005747209	5/9/2003
Delta Education, LLC	Weather instruments / [Sarah A. Maineri], senior project editor.	TX0005748055	5/8/2003
Delta Education	Weather instruments : teacher’s guide / by Lester G. Paldy.	TX0002384478	7/8/1988
Delta Education, LLC	Weather watching / [Sarah A. Maineri], senior project editor.	TX0005748053	5/8/2003
Delta Education	Weather watching : teacher’s guide / by Lester G. Paldy.	TX0002384474	7/8/1988
Delta Education, Inc.	Weather wise : activity guide / author, Ceanne Tzimopoulos.	TX0004410969	2/18/1997
Delta Education, Inc.	Weather wise : activity journal / author, Ceanne Tzimopoulos.	TX0004410970	2/18/1997
Delta Education, Inc.	Work : plane & simple : activity guide / author, Sally Gullatt Seehafer.	TX0004410971	2/18/1997
Delta Education, Inc.	Work--plane and simple : activity guide / by Delta Education ; author, Sally Gullatt Seehafer.	TX0004406418	11/1/1996
Delta Education, LLC	You and your body / [Sarah A. Maineri], senior project editor.	TX0005748052	5/8/2003
Delta Education, LLC	You and your body : teacher’s guide.	TX0005815686	8/12/2003
Delta Education	You and your body : teacher’s guide / by David R. Stronck.	TX0002384466	7/8/1988
Delta Education, Inc.	Amazing air : DSM II teacher’s guide / National Learning Center.	TX0004441524	1/9/1997
Delta Education, Inc.	Animal behavior : teacher’s guide.	TX0004440867	1/9/1997


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, Inc.	Aquatic life mini-kit : equipment and guide to assist children in the exploration of an aquatic environment.	TX0003739371	12/6/1993
Delta Education, Inc.	Beginnings : teacher’s guide : level K / Herbert D. Thier, Robert C. Knott.	TX0003363130	6/3/1992
Delta Education, Inc.	Behavior of mealworms : Delta project cards / William R. Brown, Edwin P. White.	TX0000957855	8/11/1982
Delta Education, Inc.	Body basics : activity guide.	TX0004406456	11/1/1996
Delta Education, Inc.	Body basics : activity journal.	TX0004406458	11/1/1996
Delta Education, Inc.	Brine shrimp : Delta project cards / William R. Brown, Edwin P. White.	TX0000957849	8/11/1982
Delta Education, Inc.	Bubble science activity guide.	TX0004406454	11/1/1996
Delta Education, Inc.	Bubble science activity journal.	TX0004406453	11/1/1996
Delta Education, Inc.	Butterflies and moths : DSM II teacher’s guide.	TX0004440180	1/9/1997
Delta Education, Inc.	Chemical interactions : teacher’s guide.	TX0003842875	2/27/1995
Delta Education, Inc.	Classroom plants : teacher’s guide / editing Jill Farinelli ; ill./art production Nancy Schoefl.	TX0004442733	1/9/1997
Delta Education, Inc.	Clay boats : Delta project cards / William R. Brown, Edwin P. White.	TX0000957850	8/11/1982
Delta Education, Inc.	Clear view of personal checking : simulations, activities, masters, visuals / author, Vicky L. Kouba.	TX0004406666	2/19/1997
Delta Education, Inc.	Color and light : teacher’s guide.	TX0004043757	2/27/1995
Delta Education, Inc.	Communities.	TX0003593416	6/21/1993
Delta Education, Inc.	Communities : teacher’s guide, level 5 / Robert C. Knott, Herbert D. Thier.	TX0003690485	9/30/1993
Delta Education, Inc.	Crystal creations : activity journal.	TX0004406455	11/1/1996


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, Inc.	Delta Education, Inc., presents A feast of fractions / a menu of activities prepared by Sally Palow, Kathleen Knoblock, Myra Kennedy ... [et al.] ; cover ill. Rose Lowry.	TX0004406537	11/1/1996
Delta Education, Inc.	Delta game factory / Vicky L. Kouba.	TX0004406544	2/19/1997
Delta Education, Inc.	Delta project cards--Colored solutions / William R. Brown, Edwin P. White.	TX0000842525	10/26/1981
Delta Education, Inc.	Delta Volume Shake : teacher’s guide.	TX0004409053	11/1/1996
Delta Education, Inc.	Dinosaur classification : teacher’s guide.	TX0004440862	1/9/1997
Delta Education, Inc.	DNA--from genes to proteins : teacher’s guide / author, Betty B. Hoskins.	TX0003845929	6/24/1994
Delta Education, Inc.	Earth, moon, and sun : teacher’s guide / author[s], John G. Radzilowicz, 1952-, and Jan M. Derby ; ill. Nancy Schoefl.	TX0004442655	1/9/1997
Delta Education, Inc.	Earth movements : DSM II teacher’s guide.	TX0004441527	1/9/1997
Delta Education, Inc.	Earth processes : teacher’s guide.	TX0004440864	1/9/1997
Delta Education, Inc.	Earthworms : Delta project cards / William R. Brown, Edwin P. White.	TX0000957851	8/11/1982
Delta Education, Inc.	Ecosystems.	TX0003593418	6/21/1993
Delta Education, Inc.	Ecosystems : SCIS 3, teacher’s guide, level 6 / Robert C. Knott, Herbert D. Thier.	TX0003690482	9/30/1993
Delta Education, Inc.	Electrical circuits : teacher’s guide / editing Editorial Services Plus ; ill./art production Nancy Schoefl.	TX0004440927	1/9/1997
Delta Education, Inc.	Electrical connections : activity guide.	TX0004406463	11/1/1996
Delta Education, Inc.	Electrical connections : teacher’s guide / author, Bob Roth.	TX0003830396	3/31/1994
Delta Education, Inc.	Electromagnetism activity journal.	TX0004409099	11/1/1996
Delta Education, Inc.	Electromagnetism : teacher’s guide.	TX0004043755	2/27/1995


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, Inc.	Energy sources.	TX0003602059	6/21/1993
Delta Education, Inc.	Environments.	TX0003593419	6/21/1993
Delta Education, Inc.	Environments : teacher’s guide, level 4 / Robert C. Knott, Herbert D. Thier.	TX0003690484	9/30/1993
Delta Education, Inc.	Erosion : teacher’s guide.	TX0004043756	2/27/1995
Delta Education, Inc.	Exploring geometry : intermediate.	TX0003423266	11/16/1992
Delta Education, Inc.	Exploring geometry : primary.	TX0003423267	11/16/1992
Delta Education, Inc.	Exploring number relationships : intermediate.	TX0003423265	11/16/1992
Delta Education, Inc.	Exploring probability / Fredda J. Friederwitzer, Barbara Berman, Beth Forrester.	TX0003423216	11/16/1992
Delta Education, Inc.	Exploring probability : primary / Vicky L. Kouba.	TX0003423215	11/16/1992
Delta Education, Inc.	Fast food for thought : Delta base 10 fries : teacher’s guide / Carole Reesink.	TX0003627597	6/25/1993
Delta Education, Inc.	Fast Food for Thought : Delta Demimal Dog : teacher’s guide.	TX0003485171	2/16/1993
Delta Education, Inc.	Fast food for thought : Delta fraction burger : teacher’s guide / Carole Reesink and Linda Frost.	TX0003627596	6/25/1993
Delta Education, Inc.	Finding the moon : teacher’s guide.	TX0004440865	1/9/1997
Delta Education, Inc.	Food chains and webs : DSM II teacher’s guide.	TX0004441526	1/9/1997
Delta Education, Inc.	Fossil formations : activity guide.	TX0004406459	11/1/1996
Delta Education, Inc.	Fossil formations : activity journal.	TX0004406457	11/1/1996
Delta Education, Inc.	From seed to plant : teacher’s guide / editing Diana J. Reno ; ill./art production Nancy Schoefl.	TX0004446637	1/9/1997
Delta Education, Inc.	Fungi--small wonders : teacher’s guide.	TX0003830394	3/31/1994
Delta Education, Inc.	Gases and “airs” : Delta project cards / William R. Brown, Edwin P. White.	TX0000957853	8/11/1982


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, Inc.	I Can't Believe It’s Math! : discovering classroom math in after-school activities / Mary Ann Schroeder, Marcay Burma-Washington	TX0003567974	5/28/1993
Delta Education, Inc.	If shipwrecks could talk : teacher’s guide.	TX0004440866	1/9/1997
Delta Education, Inc.	Insect life : teacher’s guide.	TX0003933407	2/27/1994
Delta Education, Inc.	Interaction and systems.	TX0003606743	6/21/1993
Delta Education, Inc.	Interaction and systems : teacher’s guide : level 2 / Herbert D. Thier, Robert C. Knott.	TX0003363133	6/3/1992
Delta Education, Inc.	Investigating water : teacher’s guide / editing Elizabeth Foy ; ill./art production Nancy Schoefl.	TX0004440919	1/9/1997
Delta Education, Inc.	Length and capacity : teacher’s guide.	TX0004442792	1/9/1997
Delta Education, Inc.	Lenses and mirrors : teacher’s guide / author, the National Learning Center ; ill./art production Nancy Schoefl.	TX0004442654	1/9/1997
Delta Education, Inc.	Life cycles.	TX0003606744	6/21/1993
Delta Education, Inc.	Life cycles : teacher’s guide : level 2 / Herbert D. Thier, Robert C. Knott.	TX0003363132	6/3/1992
Delta Education, Inc.	Looking at liquids : teacher’s guide / editing Editorial Services Plus ; ill./art production Nancy P. Schoefl.	TX0004440926	1/9/1997
Delta Education, Inc.	Magnet magic activity guide.	TX0004409100	11/1/1996
Delta Education, Inc.	Magnets : teacher’s guide / author, Joreen Hendry.	TX0003830397	3/31/1994
Delta Education, Inc.	Material objects.	TX0003606739	6/21/1993
Delta Education, Inc.	Material objects : teacher’s guide : level 1 / Herbert D. Thier, Robert C. Knott.	TX0003363134	6/3/1992
Delta Education, Inc.	Measuring : teacher’s guide / editing Elizabeth Foy ; ill./art production Nancy Schoefl.	TX0004440922	1/9/1997


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, Inc.	Newtons toy box : teacher’s guide / author, Carolyn Sumners.	TX0003830398	3/31/1994
Delta Education, Inc.	Observing an aquarium : DSM II teacher’s guide.	TX0004440179	1/9/1997
Delta Education, Inc.	Organisms.	TX0003606742	6/21/1993
Delta Education, Inc.	Organisms : teacher’s guide : level 1 / Herbert D. Thier, Robert C. Knott.	TX0003363131	6/3/1992
Delta Education, Inc.	Plant and animal life cycles : teacher’s guide / editing Kathy Z. Allen and Kathy Talmadge ; ill./art production Nancy P. Schoefl.	TX0004440925	1/9/1997
Delta Education, Inc.	Plant and animal populations : teacher’s guide / editing Diana J. Reno ; ill./art production Nancy Schoefl.	TX0004440924	1/9/1997
Delta Education, Inc.	Pollution : teacher’s guide.	TX0003845509	6/24/1994
Delta Education, Inc.	Pond life : teacher’s guide.	TX0003933406	2/27/1994
Delta Education, Inc.	Populations.	TX0003606741	6/21/1993
Delta Education, Inc.	Populations : teacher’s guide : level 3 / Herbert D. Thier, Robert C. Knott.	TX0003363136	6/3/1992
Delta Education, Inc.	Powders and crystals : teacher’s guide / editing Diana J. Reno ; ill./art production Nancy P. Schoefl.	TX0004440921	1/9/1997
Delta Education, Inc.	Properties : teacher’s guide.	TX0004442793	1/9/1997
Delta Education, Inc.	Relative position and motion : SCIS 3, teacher’s guide, level 4 / Herbert D. Thier, Robert C. Knott.	TX0003690483	9/30/1993
Delta Education, Inc.	Rock origins : activity journal.	TX0004411206	11/1/1996
Delta Education, Inc.	Rocks and minerals : teacher’s guide : a Delta science module / editing Editorial Services Plus, copyediting Jill Farinelli ; design/production Ann V. Richardson ; ill./art production Nancy P. Schoefl ; cover design Nancy P. Schoefl.	TX0003784217	3/31/1994


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, Inc.	Science in a Nutshell : flight! gliders to jets, activity journal.	TX0004414313	11/1/1996
Delta Education, Inc.	Scientific theories.	TX0003593417	6/21/1993
Delta Education, Inc.	Scientific theories.	TX0003602057	6/21/1993
Delta Education, Inc.	SCIS 3 energy sources.	TX0003577675	6/21/1993
Delta Education, Inc.	SCIS 3 relative position and motion.	TX0003577674	6/21/1993
Delta Education, Inc.	Simple machines : teacher’s guide / editing Editorial Services Plus ; ill./art production Nancy P. Schoefl.	TX0004015686	2/27/1995
Delta Education, Inc.	Sink or float : Delta project cards / William R. Brown, Edwin P. White.	TX0000957852	8/11/1982
Delta Education, Inc.	Sink or float? : teacher’s guide.	TX0004446585	1/9/1997
Delta Education, Inc.	Small things and microscopes : teacher’s guide / author, Eileen Terrill ; contributors, Jeanne Dietsch, William Kennedy and Bradford Taylor ; ill. Phyllis Pittet and Susan Dunholter ; photography Paul McGuirk.	TX0003864322	6/24/1994
Delta Education, Inc.	Soil science : DSM II teacher’s guide.	TX0004441525	1/9/1997
Delta Education, Inc.	Solar energy : teacher’s guide.	TX0003845510	6/24/1994
Delta Education, Inc.	Solar system : teacher’s guide / editing Editorial Services Plus and D. Louis Finsand ; ill./art production Nancy Schoefl.	TX0004446638	1/9/1997
Delta Education, Inc.	Sound : teacher's guide / editing Katy Z. Allen ; ill./art production Nancy Schoefl.	TX0004440920	1/9/1997
Delta Education, Inc.	Sound vibrations : activity guide.	TX0004406460	11/1/1996
Delta Education, Inc.	Sound vibrations : activity guide.	TX0004406461	11/1/1996
Delta Education, Inc.	Sound vibrations : activity guide.	TX0004406462	11/1/1996
Delta Education, Inc.	States of matter : teacher’s guide / editing Katy Z. Allen ; ill./art production Nancy Schoefl.	TX0004446636	1/9/1997


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, Inc.	Strings & musical instruments : Delta project cards / William R. Brown, Edwin P. White.	TX0000957856	8/11/1982
Delta Education, Inc.	Subsystems and variables.	TX0003606740	6/21/1993
Delta Education, Inc.	Subsystems and variables : teacher’s guide : level 3 / Herbert D. Thier, Robert C. Knott.	TX0003363135	6/3/1992
Delta Education, Inc.	Sunshine and shadows : teacher’s guide / editing Katy Z. Allen ; ill./art production Nancy Schoefl.	TX0004446642	1/9/1997
Delta Education, Inc.	Water cycle : teacher’s guide / editing Kathy Z. Allen ; ill./art production Nancy Schoefl.	TX0004446639	1/9/1997
Delta Education, Inc.	Weather forecasting : teacher’s guide / editing Editorial Services Plus ; ill./art production Nancy Schoefl.	TX0004446640	1/9/1997
Delta Education, Inc.	Weather instruments : teacher’s guide.	TX0004440861	1/9/1997
Delta Education, Inc.	Weather watching : teacher’s guide / editing Jill Farinelli ; ill./art production Nancy Schoefl.	TX0004446641	1/9/1997
Delta Education, Inc.	Whistles : Delta project cards / William R. Brown, Edwin P. White.	TX0000957854	8/11/1982
Delta Education, Inc.	You and your body : teacher’s guide.	TX0003830395	3/31/1994
Delta Education, LLC	About me.	TX0006236193	9/30/2005
Delta Education, LLC	Addition & subtraction student activity guide : no. 550-3530.	TX0005751741	5/8/2003
Delta Education, LLC	Addition & subtraction : teacher’s guide.	TX0005752801	5/8/2003
Delta Education, LLC	Algebra : grades 3-4, student activity guide.	TX0005698998	5/8/2003
Delta Education, LLC	Algebra : grades 5-6, student activity guide.	TX0005698994	5/8/2003
Delta Education, LLC	Algebra teacher’s guide : grades 3-4.	TX0005751730	5/8/2003
Delta Education, LLC	Algebra teacher’s guide : grades 5-6.	TX0005751729	5/8/2003


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, LLC	Animal observatory : activity guide.	TX0005827574	8/12/2003
Delta Education, LLC	Animal observatory : activity journal.	TX0005827531	8/23/2003
Delta Education, LLC	Animals.	TX0006203855	7/28/2005
Delta Education, LLC	Area and volume formulas teacher’s guide.	TX0005854001	11/21/2003
Delta Education, LLC	Base Ten Fries : math activities for Base Ten Fries.	TX0005866681	11/21/2003
Delta Education, LLC	Body basics : activity journal.	TX0005827635	8/13/2003
Delta Education, LLC	Breaking earth's hold : activity guide.	TX0005827561	8/12/2003
Delta Education, LLC	Breaking earth's hold : activity journal.	TX0005827540	8/12/2003
Delta Education, LLC	Bubble science : activity guide.	TX0005827624	8/12/2003
Delta Education, LLC	Bubble science : activity journal.	TX0005827633	8/12/2003
Delta Education, LLC	Butterflies and moths : teacher’s guide.	TX0005914936	2/10/2004
Delta Education, LLC	Charge it! static electricity : activity guide.	TX0005827625	8/12/2003
Delta Education, LLC	Charge it! static electricity : activity journal.	TX0005827636	8/12/2003
Delta Education, LLC	Clear View--graphing : grades 5-8, teacher's guide : overhead transparencies, activity masters.	TX0005876336	11/21/2003
Delta Education, LLC	Clear view of decimals : activities, masters, visuals, applications.	TX0005876337	11/21/2003
Delta Education, LLC	Clear view of fractions : activities, masters, visuals, applications.	TX0005866615	11/21/2003
Delta Education, LLC	Clear view of percent : activities, masters, visuals, applications.	TX0005876334	11/21/2003
Delta Education, LLC	Clear view of personal checking : simulations, activities, masters, visuals.	TX0005876338	11/21/2003
Delta Education, LLC	Clear view of tessellations : activities, masters, visuals.	TX0005866614	11/21/2003
Delta Education, LLC	Clear view ratio & proportion.	TX0005876330	11/21/2003


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, LLC	Clever levers : activity guide.	TX0005827580	8/12/2003
Delta Education, LLC	Clever levers : activity journal.	TX0005827583	8/12/2003
Delta Education, LLC	Color and light : teacher’s guide.	TX0005920199	2/10/2004
Delta Education, LLC	Crystal creations : activity guide.	TX0005827618	8/12/2003
Delta Education, LLC	Crystal creations : activity journal.	TX0005827616	8/12/2003
Delta Education, LLC	Data analysis and probability student activity guide / written by Eve Laubner Thibodeau ; editor, Kathryn S. Daniel ; graphic artist, Janis Rattet ; illustrator, Laurel Aiello.	TX0005748234	5/8/2003
Delta Education, LLC	Data analysis and probablilty teacher’s guide : no. 450-3563.	TX0005751739	5/8/2003
Delta Education, LLC	Decimal Dog : math activities for the Decimal Dog.	TX0005866680	11/21/2003
Delta Education, LLC	Delta science module / by Ana Costa.	TX0005808261	8/12/2003
Delta Education, LLC	Delta science module : from seed to plant.	TX0005808265	8/12/2003
Delta Education, LLC	Delta science module : plant and animla life cycles	TX0005808263	8/12/2003
Delta Education, LLC	Delta science module : properties.	TX0005808262	8/12/2003
Delta Education, LLC	Delta science module : simple machines.	TX0005808264	8/12/2003
Delta Education, LLC	Delta science module, third edition : matter and change.	TX0006236223	9/30/2005
Delta Education, LLC	Destination, moon : activity guide.	TX0005827581	8/12/2003
Delta Education, LLC	Destination moon : activity journal.	TX0005827524	8/12/2003
Delta Education, LLC	Detective lab : activity guide.	TX0005827634	8/12/2003
Delta Education, LLC	Detective lab : activity journal.	TX0005827638	8/12/2003
Delta Education, LLC	Dinosaurs and fossils : teacher’s guide.	TX0005920198	2/10/2004
Delta Education LLC	Discovery guide dinosaurs : pre-K.	TX0005752836	5/8/2003


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education LLC	Discovery guide : health and nutrition : pre-K.	TX0005752843	5/8/2003
Delta Education LLC	Discovery guide : insects and spiders : pre-K.	TX0005752839	5/8/2003
Delta Education LLC	Discovery guide : oceans : pre-K.	TX0005752838	5/8/2003
Delta Education LLC	Discovery guide : trees : pre-K.	TX0005752837	5/8/2003
Delta Education LLC	Discovery guide : weather : pre-K.	TX0005752842	5/8/2003
Delta Education, LLC	Earth.	TX0006226019	7/28/2005
Delta Education, LLC	Earth & sun : activity guide.	TX0005827549	8/12/2003
Delta Education, LLC	Earth & sun : activity journal.	TX0005827550	8/12/2003
Delta Education, LLC	Earth movements : teacher’s guide.	TX0005914938	2/10/2004
Delta Education, LLC	Earth processes.	TX0006203858	7/28/2005
Delta Education, LLC	Electrical connections : activity guide.	TX0005827564	8/12/2003
Delta Education, LLC	Electrical connections : activity journal.	TX0005827631	8/12/2003
Delta Education, LLC	Electromagnetism : activity guide.	TX0005827575	8/12/2003
Delta Education, LLC	Electromagnetism : activity journal.	TX0005827614	8/12/2003
Delta Education, LLC	Energy & motion : activity guide.	TX0005827563	8/12/2003
Delta Education, LLC	Energy & motion : activity journal.	TX0005827629	8/12/2003
Delta Education, LLC	Feast of fractions : math activities for the Fraction Burger.	TX0005866682	11/21/2003
Delta Education, LLC	Flight and rocketry : teacher’s guide.	TX0005914937	2/10/2004
Delta Education, LLC	Flight! gliders to jets : activity guide.	TX0005827578	8/12/2003
Delta Education, LLC	Flight! gliders to jets : activity journal.	TX0005827615	8/12/2003
Delta Education, LLC	Flowering plants : activity guide.	TX0005827528	8/12/2003
Delta Education, LLC	Flowering plants : activity journal.	TX0005827559	8/12/2003
Delta Education, LLC	Force and motion.	TX0005698992	5/8/2003
Delta Education, LLC	Fossil formations : activity guide.	TX0005827639	8/12/2003


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, LLC	Fossil formations : activity journal.	TX0005827619	8/12/2003
Delta Education, LLC	Fraction Burger : math activities for the Fraction Burger.	TX0005866683	11/21/2003
Delta Education, LLC	Fraction concepts : student activity guide.	TX0005698997	5/8/2003
Delta Education, LLC	Fraction concepts teacher’s guide : no. 450-3366.	TX0005751738	5/8/2003
Delta Education, LLC	Fractions and decimals student activity guide : no. 550-3541.	TX0005751743	5/8/2003
Delta Education, LLC	Fractions and decimals teacher’s guide : no. 450-3399.	TX0005751745	5/8/2003
Delta Education, LLC	From seed to plant.	TX0005752831	5/8/2003
Delta Education, LLC	Gases : activity journal.	TX0005827530	8/12/2003
Delta Education, LLC	Gasses : activity guide.	TX0005827573	8/23/2003
Delta Education, LLC	Gears at work : activity guide.	TX0005827626	8/12/2003
Delta Education, LLC	Gears at work : activity journal.	TX0005827623	8/12/2003
Delta Education, LLC	Geometry student activity guide : grades 3-4.	TX0005751725	5/8/2003
Delta Education, LLC	Geometry teacher’s guide : grades 3-4.	TX0005751726	5/8/2003
Delta Education, LLC	Geometry teacher’s guide : grades 5-6.	TX0005751734	5/8/2003
Delta Education, LLC	Graphing : grades 1-3, teacher’s guide.	TX0005876335	11/21/2003
Delta Education, LLC	Hexagonoes addition and subtraction : level 2, teacher guide.	TX0005867049	11/21/2003
Delta Education, LLC	Hexagonoes base ten : teacher guide.	TX0005867050	11/21/2003
Delta Education, LLC	Hexagonoes fractions with Delta’s Fraction Burger : teacher guide.	TX0005867054	11/21/2003
Delta Education, LLC	Hexagonoes money : teacher guide.	TX0005867052	11/21/2003
Delta Education, LLC	Hexagonoes multiplication : level 1, teacher guide.	TX0005867055	11/21/2003


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, LLC	Hexagonoes order of operations : teacher guide.	TX0005867053	11/21/2003
Delta Education, LLC	Hexagonoes patterns : teacher guide.	TX0005867057	11/21/2003
Delta Education, LLC	Hexagonoes percents : level 1, teacher guide.	TX0005867048	11/21/2003
Delta Education, LLC	Hexagonoes ratio & proportion : level 2, teacher guide.	TX0005867056	11/21/2003
Delta Education, LLC	Hexagonoes scientific notation : teacher guide.	TX0005867051	11/21/2003
Delta Education, LLC	How do we learn?	TX0006203857	7/28/2005
Delta Education, LLC	Human machine : activity guide.	TX0005827572	8/12/2003
Delta Education, LLC	Human machine : activity journal.	TX0005827558	8/12/2003
Delta Education, LLC	Interaction and systems : Delta Education SCIS 3+ : level 2 : teacher’s guide / Herbert D. Thier, Robert C. Knott.	TX0005832399	11/21/2003
Delta Education, LLC	Investigating water : teacher’s guide.	TX0005914935	2/10/2004
Delta Education, LLC	Is it alive? : activity guide	TX0005827525	8/12/2003
Delta Education, LLC	Is it alive? : activity journal.	TX0005827582	8/12/2003
Delta Education, LLC	Liquids : activity guide.	TX0005827584	8/12/2003
Delta Education, LLC	Liquids : activity journal.	TX0005827548	8/12/2003
Delta Education, LLC	Magnet magic : activity guide.	TX0005827576	8/12/2003
Delta Education, LLC	Magnet magic : activity journal.	TX0005827622	8/13/2003
Delta Education, LLC	Magnets : teacher’s guide.	TX0005914934	2/10/2004
Delta Education, LLC	Material objects : Delta Education SCIS 3+.	TX0005867363	11/21/2003
Delta Education, LLC	Math tune-ups : addition and subtraction : teacher’s guide : games specially created to practice and review basic facts and skills.	TX0005748060	5/8/2003


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, LLC	Math tune-ups : fractions : teacher’s guide : games specially created to practice and review basic facts and skills.	TX0005748061	5/8/2008
Delta Education, LLC	Math Tune-Ups : multiplication and division : teacher’s guide.	TX0005752847	5/8/2003
Delta Education, LLC	Measurement student activity guide / Eve Laubner Thibodeau, Lisa Lachance, John Prescott, and Mathew Bacon ; ill. by Coni Porter, Nancy Schoefl and Cheryl Wolf..	TX0005748238	5/8/2003
Delta Education, LLC	Measurement student activity guide / written and edited by Eve Laubner ; graphic artist, J. M. Rattet ; illustrator, Nancy Schoefl.	TX0005748235	5/8/2003
Delta Education, LLC	Measurement teacher’s guide : grades 1-3 : transparency teaching system.	TX0005853992	11/21/2003
Delta Education, LLC	Measurment teacher’s guide : grades 2-3.	TX0005751727	5/8/2003
Delta Education, LLC	Measurment teacher’s guide : grades 4-5.	TX0005751728	5/8/2003
Delta Education, LLC	Metric tools : student activity guide.	TX0005698993	5/8/2003
Delta Education, LLC	Metric tools teacher’s guide : no. 450-3552.	TX0005751736	5/8/2003
Delta Education, LLC	Microworlds : activity guide.	TX0005827586	8/12/2003
Delta Education, LLC	Microworlds : activity journal.	TX0005827539	8/12/2003
Delta Education, LLC	Money : student activity guide.	TX0005698996	5/8/2003
Delta Education, LLC	Money teacher’s guide : no. 450-3377.	TX0005751744	5/8/2003
Delta Education, LLC	Multiplication and division student activity guide : no. 550-3728.	TX0005751742	5/8/2003
Delta Education, LLC	Multiplication and division teacher’s guide : no. 450-3530.	TX0005751735	5/8/2003
Delta Education, LLC	Newton’s toy box.	TX0006203859	7/28/2005


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, LLC	Oceans alive! : activity guide.	TX0005827543	8/12/2003
Delta Education, LLC	Oceans alive! : activity journal.	TX0005827571	8/12/2003
Delta Education, LLC	Oceans in motion : activity guide.	TX0005827551	8/12/2003
Delta Education, LLC	Oceans in motion : activity journal.	TX0005827569	8/12/2003
Delta Education, LLC	One & only you : activity guide.	TX0005827557	8/12/2003
Delta Education, LLC	One & only you : activity journal.	TX0005827538	8/12/2003
Delta Education, LLC	Organisms : Delta Education SCIS 3+.	TX0005867362	11/21/2003
Delta Education, LLC	Our changing earth : activity guide.	TX0005827533	8/12/2003
Delta Education, LLC	Our changing earth : activity journal.	TX0005827545	8/12/2003
Delta Education, LLC	Peek inside you : activity guide.	TX0005827587	8/12/2003
Delta Education, LLC	Peek inside you : activity journal.	TX0005827532	8/12/2003
Delta Education, LLC	Physical and chemical changes : activity guide.	TX0005827585	8/12/2003
Delta Education, LLC	Physical and chemical changes : activity journal.	TX0005827526	8/12/2003
Delta Education, LLC	Planets & stars : activity guide.	TX0005827522	8/12/2003
Delta Education, LLC	Planets & stars : activity journal.	TX0005827570	8/12/2003
Delta Education, LLC	Plants.	TX0006203856	7/28/2005
Delta Education, LLC	Pollution : teacher’s guide.	TX0005805185	2/10/2004
Delta Education, LLC	Ponds & streams : activity guide.	TX0005827529	8/12/2003
Delta Education, LLC	Ponds & streams : activity journal.	TX0005827560	8/12/2003
Delta Education, LLC	Populations : level 3 : Delta Education SCIS 3+ teacher’s guide / Robert C. Knott, Herbert D. Thier.	TX0005876332	11/21/2003
Delta Education, LLC	Pre-algebra teacher’s guide : grades 5 to 8 : transparency teaching system.	TX0005853991	11/21/2003
Delta Education, LLC	Probability : student activity guide.	TX0005752846	5/8/2003


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, LLC	Probability teacher’s guide : no. 450-3421.	TX0005751733	5/8/2003
Delta Education, LLC	Problem solving student activity guide, grade 3-4 / written by Patti Vyzralek ; ill. by Nancy Schoefl.	TX0005748233	5/8/2003
Delta Education, LLC	Problem solving teacher’s guide : grades 3-4.	TX0005751732	5/8/2003
Delta Education, LLC	Problem solving teacher’s guide : grades 5-6.	TX0005751731	5/8/2003
Delta Education, LLC	Properties.	TX0005752832	5/8/2003
Delta Education, LLC	Pulley power : activity guide.	TX0005827562	8/12/2003
Delta Education, LLC	Pulley power : activity journal.	TX0005827547	8/12/2003
Delta Education, LLC	Ratio, proportion, and percent student activity guide / editor, Eve Laubner Thibodeau ; writer, Robert W. Smith ; graphic artist, J. M. Rattet ; illustrator, Nancy Schoefl.	TX0005748237	5/8/2003
Delta Education, LLC	Ratio, proportion, and percent student activity guide / editor, Eve Laubner Thibodeau ; writer, Robert W. Smith ; graphic artist, J. M. Rattet ; illustrator, Nancy Schoefl.	TX0005748236	5/8/2003
Delta Education, LLC	Ratio, proportion, and percent teacher’s guide : no. 450-3541.	TX0005751740	5/8/2003
Delta Education, LLC	Reasoning with patterns teacher’s guide : grades 1-3.	TX0005876333	11/21/2003
Delta Education, LLC	Rock origins : activity guide.	TX0005827577	8/12/2003
Delta Education, LLC	Rock origins : activity journal.	TX0005827568	8/12/2003
Delta Education, LLC	Rocks and minerals.	TX0005913101	2/10/2004
Delta Education, LLC	Rocks and minerals : teacher’s guide.	TX0005920197	2/10/2004
Delta Education, LLC	Science in a nutshell : weather wise activity guide.	TX0005806904	8/12/2003


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, LLC	Scientific theories : Delta Education SCIS 3+ : level 6 : teacher’s guide / Herbert D. Thier, Robert C. Knott.	TX0005832400	11/21/2003
Delta Education, LLC	SCIS 3+ communites : student journal.	TX0005876161	11/21/2003
Delta Education, LLC	SCIS 3+ ecosystems : student journal.	TX0005876166	11/21/2003
Delta Education, LLC	SCIS 3+ energy sources : student journal.	TX0005876165	11/21/2003
Delta Education, LLC	SCIS 3+ environments : student journal.	TX0005876168	11/21/2003
Delta Education, LLC	SCIS 3+ interaction and systems : student journal.	TX0005876160	11/21/2003
Delta Education, LLC	SCIS 3+ life cycles : student journal.	TX0005876162	11/21/2003
Delta Education, LLC	SCIS 3+ populations : student journal.	TX0005876163	11/21/2003
Delta Education, LLC	SCIS 3+ relative position and motion : student journal.	TX0005876164	11/21/2003
Delta Education, LLC	SCIS 3+ scientific theories : student journal.	TX0005876159	11/21/2003
Delta Education, LLC	SCIS 3+ subsystems and variables : student journal.	TX0005876167	11/21/2003
Delta Education, LLC	Seed mysteries : activity guide.	TX0005827627	8/12/2003
Delta Education, LLC	Seed mysteries : activity journal.	TX0005827617	8/12/2003
Delta Education, LLC	Sky.	TX0006236194	9/30/2005
Delta Education, LLC	Small wonders : activity guide.	TX0005827556	8/12/2003
Delta Education, LLC	Small wonders : activity journal.	TX0005827541	8/12/2003
Delta Education, LLC	Smell, taste, touch : activity guide.	TX0005827567	8/12/2003
Delta Education, LLC	Smell, taste, touch : activity journal.	TX0005827579	8/12/2003
Delta Education, LLC	Soil science : teacher’s guide.	TX0005914933	2/10/2004
Delta Education, LLC	Soil studies : activity guide.	TX0005827523	8/12/2003
Delta Education, LLC	Soil studies : activity journal.	TX0005827542	8/12/2003
Delta Education, LLC	Solids : activity guide.	TX0005827527	8/12/2003


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Education, LLC	Solids : activity journal.	TX0005827534	8/12/2003
Delta Education, LLC	Sorting.	TX0006203793	7/28/2005
Delta Education, LLC	Sound vibrations : activity guide.	TX0005827632	8/12/2003
Delta Education, LLC	Sound vibrations : activity journal.	TX0005827621	8/12/2003
Delta Education LLC	Student activity guide.	TX0005752834	5/8/2003
Delta Education, LLC	Subsystems and variables : Delta Education SCIS 3+ : level 3 : teacher’s guide / Herbert D. Thier, Robert C. Knott.	TX0005832401	11/21/2003
Delta Education, LLC	Sunshine and shadows : teacher’s guide.	TX0005805188	2/10/2004
Delta Education, LLC	Time : student activity guide.	TX0005698995	5/8/2003
Delta Education, LLC	Time teacher’s guide : no. 450-3355.	TX0005751737	5/8/2003
Delta Education, LLC	Vision & hearing : activity guide.	TX0005827566	8/12/2003
Delta Education, LLC	Vision & hearing : activity journal.	TX0005827637	8/12/2003
Delta Education, LLC	Water cycle : activity guide.	TX0005827535	8/12/2003
Delta Education, LLC	Water cycle : activity journal.	TX0005827536	8/12/2003
Delta Education, LLC	Water cycle : teacher’s guide.	TX0005805186	2/10/2004
Delta Education, LLC	Water physics : activity guide.	TX0005827537	8/12/2003
Delta Education, LLC	Water physics : activity journal.	TX0005827620	8/12/2003
Delta Education, LLC	Weather.	TX0006203792	7/28/2005
Delta Education, LLC	Weather watching : teacher’s guide.	TX0005810349	8/12/2003
Delta Education, LLC	Weather wise : activity journal.	TX0005827630	8/12/2003
Delta Education, LLC	Wheels at work : activity guide.	TX0005827546	8/12/2003
Delta Education, LLC	Wheels at work : activity journal.	TX0005827544	8/12/2003
Delta Education, LLC	Where is it? is it moving?	TX0006236195	9/30/2005
Delta Education, LLC	Work plane & simple : activity guide.	TX0005827565	8/12/2003
Delta Education, LLC	Work plane & simple : activity journal.	TX0005827628	8/12/2003


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Delta Educaion	Electromagnetism reader	TX0006403153	6/26/2006
Delta Educaion	Plant and animal population reader	TX0006403154	6/26/2006
Delta Educaion	Erosion reader	TX0006403155	6/26/2006
Delta Educaion	Plants reader	TX0006403156	6/26/2006
Delta Educaion	Matter	TX0006403157	6/26/2006
Delta Educaion	Sink or float? Reader	TX0006403158	6/26/2006
Delta Educaion	Earth, moon, and sun reader	TX0006403159	6/26/2006
Delta Educaion	DNA : from genes to protein reader	TX0006403160	6/26/2006
Rand McNally & Company	Subsystems and variables : (level 3), teacher’s guide	TX0000277639	7/10/1979
Rand McNally & Company	Ecosystems : (level 6), teacher’s guide	TX0000277640	7/10/1979
Rand McNally & Company	Communities : level 5 : teacher’s guide	TX0000279334	7/10/1979
Rand McNally & Company	Organisms : level 1 : teacher’s guide	TX0000279335	7/10/1979
Rand McNally & Company	Scientific theories : level 6 : teacher’s guide	TX0000279336	7/10/1979
Rand McNally & Company	Life cycles : level 2 :teacher’s guide	TX0000279337	7/10/1979
Rand McNally & Company	Energy sources : level 5 : teacher’s guide	TX0000285176	7/10/1979
Rand McNally & Company	Populations : level 3 : teacher’s guide	TX0000285177	7/10/1979
Rand McNally & Company	Interactions and systems : level 2 : teacher’s guide	TX0000285178	7/10/1979
Rand McNally & Company	Environments : level 4 : teacher’s guide	TX0000285179	7/10/1979
Rand McNally & Company	Material objects : level 1 : teacher’s guide	TX0000285180	7/10/1979
Rand McNally & Company	Relative position and motion : level 4 : teacher’s guide	TX0000285181	7/10/1979
Rand McNally & Company	Beginnings : kindergarten or preschool : teacher’s guide	TX0000285182	7/10/1979


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Rand McNally & Company	Energy sources	TX0000334304	9/17/1979
Rand McNally & Company	Scientific theories	TX0000334305	9/17/1979
Rand McNally & Company	Materials objects	TX0000334306	9/17/1979
Rand McNally & Company	Interaction and systems	TX0000334307	9/17/1979
Rand McNally & Company	Subsystems and variables	TX0000334308	9/17/1979
Rand McNally & Company	Relative position and motion	TX0000334309	9/17/1979
Rand McNally & Company	Ecosystems	TX0000334310	9/17/1979
Rand McNally & Company	Communities	TX0000334311	9/17/1979
Rand McNally & Company	Environments	TX0000334312	9/17/1979
Rand McNally & Company	Populations	TX0000334313	9/17/1979
Rand McNally & Company	Life cycles	TX0000334314	9/17/1979
Rand McNally & Company	Organisms	TX0000336509	9/17/1979

EDUCATORS PUBLISHING SERVICE


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Serivice [sic], Inc.	Challenge in phonic skills, Chips, a developmental phonics bingo game / Lenore Miller and Caroline Peck.	TX0000500978	6/2/1980
Educators Publishing Service	Activity book for Explode the code wall chart / Nancy M. Hall.	TX0005637555	10/24/2002
Educators Publishing Service	Alphabet series : vol. 3.	TX0006402188	6/30/2006
Educators Publishing Service	Alphabet song and dance.	TX0006358160	5/5/2006
Educators Publishing Service	Analogies 1 : 6 analogy and 6 vocabulary quizzes / Arthur Liebman.	TX0002771943	3/5/1990
Educators Publishing Service	Analogies : 2 / Arthur Liebman.	TX0002509439	2/14/1989


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Analogies 3 : problem-solving strategies, exercises for analysis, vocabulary study / Arthur Liebman.	TX0002250942	2/9/1988
Educators Publishing Service	Animals in disguise.	TX0006447433	6/12/2006
Educators Publishing Service	Ant's mitten.	TX0006358159	5/5/2006
Educators Publishing Service	Attack math : division 3.	TX0001867430	7/15/1986
Educators Publishing Service	Attack math : division 3 : arithmetic tasks to advance computational knowledge / Carol Greenes, George Immerzeel, Linda Schulman, Rika Spungin.	TX0002069178	2/11/1986
Educators Publishing Service	Attack math : multiplication book 2.	TX0001577746	5/21/1985
Educators Publishing Service	Attack math : subtraction book 2.	TX0001577743	5/21/1985
Educators Publishing Service	Beginning paragraph meaning / Joanne Carlisle.	TX0003989436	12/15/1994
Educators Publishing Service	Beginning reading with sight words / written by Betty Kracht Johnson ; illustrated by William M. Sheets 2nd	TX0005612967	9/9/2002
Educators Publishing Service	Beginning sentence meaning / Joanne Carlisle.	TX0003989435	12/15/1994
Educators Publishing Service	Beginning sentence meaning / Joanne Carlisle.	TX0002052658	4/27/1987
Educators Publishing Service	Beginning word meaning / Joanne Carlisle.	TX0002052659	4/27/1987
Educators Publishing Service	Big dreams / by Jackie Weisman ; illustrated by Wednesday Kirwan.	TX0006419315	8/16/2006
Educators Publishing Service	Bug and I.	TX0006420022	8/16/2006
Educators Publishing Service, Inc.	Capitalization and punctuation : rules and writing / Kim Anton, Maria Sweeney.	TX0005578774	6/26/2002
Educators Publishing Service, a division of School Specialty, Inc.	Chief and the Mouse et al.	TX0007038271	9/3/2009
Educators Publishing Service	Climb aboard! / by Theresa Trinder ; illustrated by Randy Chewning.	TX0006419313	8/16/2006


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Composition starters.	TX0001501245	1/30/1985
Educators Publishing Service	Cursive writing skills / Diana Hanbury King.	TX0002250989	2/9/1988
Educators Publishing Service	Cursive writing skills for left and right-handed students.	TX0006186011	3/14/2005
Educators Publishing Service	Duplicator masters for learning to use manuscript handwriting / Beth H. Slingerland, Marty S. Aho.	TX0001577649	5/21/1985
Educators Publishing Service, Inc.	Dyslexia over the lifespan : a fifty-five-year longitudinal study / Margaret B. Rawson.	TX0004050370	4/18/1995
Educators Publishing Service	Dyslexia training program / Patricia Bailey Beckham, Marietta Laing Biddle.	TX0002251474	2/9/1988
Educators Publishing Service,	Dyslexia training program : schedule IIIB / Patricia Bailey Beckham, Marietta Laing Biddle.	TX0002704371	12/11/1989
Educators Publishing Service	Early reading comprehension in varied subject matter : book D.	TX0001501246	1/30/1985
Educators Publishing Service	Egg.	TX0006402185	6/30/2006
Educators Publishing Service	Einstein's who, what, and where : bk. 3 / Carol Einstein.	TX0006083201	12/23/2004
Educators Publishing Service, Inc.	Elements of clear thinking : critical reading / by William F. McCart.	TX0004009354	1/26/1995
Educators Publishing Service, a division of School Specialty, Inc.	EPS Online Test Generator.	TX0007019706	8/31/2009
Educators Publishing Service	Explode the code 2 1/2.	TX0001867184	7/15/1986
Educators Publishing Service, Inc.	Explode the code : 3 / Nancy Hall, Rena Price ; [text ill. by Laura Price and Alan Price].	TX0002707533	10/30/1989
Educators Publishing Service, Inc.	Explode the code : 4 / Nancy Hall, Rena Price ; [text ill. by Laura Price and Alan Price].	TX0002707532	10/30/1989
Educators Publishing Service	Explode the code : [bk.] 3 / Nancy Hall, Rena Price.	TX0005696363	2/24/2003


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Explode the code book 6.	TX0001573686	5/21/1985
Educators Publishing Service	Explode the code : book 8.	TX0001501242	1/30/1985
Educators Publishing Service	Explode the code books 1 and 2 : teacher's guide and key / Nancy M. Hall.	TX0006085243	12/23/2004
Educators Publishing Service	Explode the code, books 5 and 6 : teacher's guide and key / Nancy M. Hall.	TX0006083198	12/23/2004
Educators Publishing Service	Explode the code books 7 and 8 : teacher's guide and key / Nancy M. Hall.	TX0006085244	12/23/2004
Educators Publishing Service	Explode the code for English language learners.	TX0006211703	4/1/2005
Educators Publishing Service	Explode the code : teacher's guide for bks. 3 & 4.	TX0006171190	3/4/2005
Educators Publishing Service	Explode the code : teacher's guide for books A, B, and C.	TX0006211705	4/1/2005
Educators Publishing Service	Explore the code : placement tests for books A-C and 1-8.	TX0006124499	3/4/2005
Educators Publishing Service	Fossil fun / by Elissa Gershowitz ; illustrated by James Noel Smith.	TX0006419312	8/16/2006
Educators Publishing Service	Game plan : building language skills with games : a sourcebook for teaching the sentence / by Joanna W. Kennedy.	TX0005915727	2/17/2004
Educators Publishing Service	Game plan : building language skills with games / by Joanna W. Kennedy.	TX0006018543	8/30/2004
Educators Publishing Service, Inc.	Game plan : building language skills with games / by Joanna W. Kennedy.	TX0005578778	5/17/2002
Educators Publishing Service	Gifts for Cecil.	TX0006332452	5/5/2006
Educators Publishing Service	Glen's clubhouse.	TX0006409227	6/30/2006
Educators Publishing Service	Grizzlies.	TX0006332458	5/5/2006
Educators Publishing Service	Gulmamadak the Great.	TX0006447431	6/30/2006
Educators Publishing Service	Hop for soup.	TX0006420021	8/16/2006
Educators Publishing Service	Hungry raccoons.	TX0006358158	5/5/2006


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Hurdles : MTA reader 4 / written and illustrated by Norma Jackson, Suzanne Brubaker, Joy Crouch.	TX0002725011	1/5/1990
Educators Publishing Service	Jump right into reading : a phonics-based reading and comprehension program / Jane Ervin ; ill. by Tatjana Mai-Wyss	TX0005989440	6/4/2004
Educators Publishing Service, Inc.	Just write : an elementary writing sourcebook : bk. 2 / Alexandra S. Bigelow, Elsie S. Wilmerding.	TX0005578779	5/17/2002
Educators Publishing Service	Just write : an elementary writing sourcebook : bk. 2, teacher's guide / Alexandra S. Bigelow, Elsie S. Wilmerding.	TX0005659317	12/23/2002
Educators Publishing Service	Just write : creativity and craft in writing : teacher's guide / Alexandra S. Bigelow, Elise S. Wilmerding.	TX0006083199	12/23/2004
Educators Publishing Service	Keyboarding skills.	TX0006211638	4/1/2005
Educators Publishing Service	Learning to listen : a program to improve classroom listening skills in a variety of situations / by William F. McCart.	TX0002680281	10/20/1989
Educators Publishing Service	Letters have fun.	TX0006402186	6/30/2006
Educators Publishing Service	Level 7, blackline master.	TX0006420241	8/16/2006
Educators Publishing Service	Level 7 workbook.	TX0006420242	8/16/2006
Educators Publishing Service, a division of School Specialty, Inc.	Literacy Leaders: 10-Minute Lessons for Phonological Awareness.	TX0007045512	9/8/2009
Educators Publishing Service	Loch Ness monster : fact or fiction?	TX0006332453	5/5/2006
Educators Publishing Service	Making connections : bk. 1.	TX0006491878	1/9/2007
Educators Publishing Service	Making connections : bk. 2.	TX0006420244	8/16/2006
Educators Publishing Service	Making connections : bk. 5.	TX0006420240	8/16/2006
Educators Publishing Service	Making connections : bk. 6.	TX0006491877	1/9/2007
Educators Publishing Service	Making connections : book 3.	TX0006421617	8/16/2006
Educators Publishing Service	Making connections : book 4.	TX0006421616	8/16/2006


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Making connections : book 5.	TX0006421615	8/16/2006
Educators Publishing Service	Max’s pigpen.	TX0006358157	5/5/2006
Educators Publishing Service, a division of School Specialty, Inc.	MCI Aqua Library.	TX0007397294	5/23/2011
Educators Publishing Service, a division of School Specialty, Inc.	MCI Comprehension Audio Recordings, Level Aqua.	SR0000654688	4/21/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Comprehension Audio Recordings, Level Crimson.	SR0000654689	4/21/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Comprehension Audio Recordings, Level Gold.	SR0000654690	4/21/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Comprehension, Level Aqua.	TX0007170146	5/5/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Comprehension, Level Crimson.	TX0007170159	5/5/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Comprehension, Level Gold.	TX0007192438	5/5/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Comprehension Video Introductions, Level Aqua.	PA0001702201	4/21/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Comprehension Video Introductions, Level Crimson.	PA0001702204	4/21/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Comprehension Video Introductions, Level Gold.	PA0001702207	4/21/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Crimson Library.	TX0007397310	5/23/2011
Educators Publishing Service, a division of School Specialty, Inc.	MCI Gold Library.	TX0007397326	5/23/2011
Educators Publishing Service, a division of School Specialty, Inc.	MCI Pre- and Post-Tests.	TX0007177727	5/5/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Program Implementation Guide.	TX0007177724	5/5/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Word Study, Level Aqua.	TX0007192403	5/5/2010


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, a division of School Specialty, Inc.	MCI Word Study, Level Crimson.	TX0007170119	5/5/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Word Study, Level Gold.	TX0007192429	5/5/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Writing, Level Aqua.	TX0007192433	5/5/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Writing, Level Crimson.	TX0007177723	5/5/2010
Educators Publishing Service, a division of School Specialty, Inc.	MCI Writing, Level Gold.	TX0007192408	5/5/2010
Educators Publishing Service	Megawords 1.	TX0001867425	7/15/1986
Educators Publishing Service	Megawords : 4.	TX0001451006	11/5/1984
Educators Publishing Service	Megawords 5 : multisyllabic words for reading, spelling, and vocabulary / Kristin Johnson, Polly Bayrd.	TX0001501256	1/30/1985
Educators Publishing Service	Megawords 7.	TX0001867429	7/15/1986
Educators Publishing Service	Megawords : assessment of decoding and encoding skills : a criterion-referenced test : test manual / Kristin Johnson.	TX0005755639	6/21/2003
Educators Publishing Service	More content words.	TX0006410178	5/5/2006
Educators Publishing Service	Mountain biking adventure.	TX0006447430	6/30/2006
Educators Publishing Service	MTA, multisensory teaching approach / Margaret Taylor Smith.	TX0002256034	2/9/1988
Educators Publishing Service	Multisensory teaching approach / by Margaret Taylor Smith.	TX0002258364	2/9/1988
Educators Publishing Service	Multisensory teaching approach program : 3[-5] / Margaret Taylor Smith.	TX0002622086	2/14/1989
Educators Publishing Service	Music shop bop.	TX0006402187	6/30/2006
Educators Publishing Service	My content words.	TX0006410177	5/5/2006
Educators Publishing Service	My special star.	TX0006332456	5/5/2006


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Paragraph book : bk. 1, Writing the how-to paragraph : teacher's guide. / Diane Tucker-LaFlount.	TX0005659316	12/23/2002
Educators Publishing Service	Paragraph book : bk. 2 : writing the paragraph that tells a story / Dianne Tucker-LaPlount.	TX0005782787	6/21/2003
Educators Publishing Service	Paragraph book : bk. 3, writing expo paragraphs : the paragraph that names things, the example paragraph, the paragraph that tells why / Dianne Tucker-LaPlount.	TX0005915229	2/10/2004
Educators Publishing Service	Paragraph meaning 1 / Joanne Carlisle.	TX0003989437	12/15/1994
Educators Publishing Service	Peeramid : examiner's manual.	TX0001604650	5/21/1985
Educators Publishing Service	Pen pals.	TX0006332460	5/5/2006
Educators Publishing Service	Pennies.	TX0006332454	5/5/2006
Educators Publishing Service	Phonics for thought : bk. A / Lorna C. Reed with Louise S. O'Rourke ; illustrated by Edith D. Wile.	TX0002509438	2/14/1989
Educators Publishing Service	Phonics Plus A : English language learners differentiated instruction guide.	TX0006304351	1/6/2006
Educators Publishing Service	Phonics plus A : learning differences differentiated instruction guide / Renee A. Greenfield.	TX0006308053	1/6/2006
Educators Publishing Service	Phonics Plus A : literature chart.	TX0006323706	3/23/2006
Educators Publishing Service	Phonics plus A literature chart.	TX0006355260	2/13/2006
Educators Publishing Service	Phonics plus A : reteach and practice differentiated instruction guide.	TX0006373495	1/6/2006
Educators Publishing Service	Phonics Plus B : English language learners differentiated instruction guide.	TX0006304353	1/6/2006
Educators Publishing Service	Phonics Plus B : learning differences differentiated instruction guide.	TX0006304350	1/6/2006
Educators Publishing Service	Phonics plus B : reteach and practice : differentiated instruction guide / Beth G. Davis.	TX0006308054	1/6/2003


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Phonics plus C.	TX0006420243	8/16/2006
Educators Publishing Service	Phonics Plus C : English language learners differentiated instruction guide.	TX0006304352	1/6/2006
Educators Publishing Service	Phonics Plus C : learning differences differentiated instruction guide.	TX0006299836	1/6/2006
Educators Publishing Service	Phonics plus decodable readers : level C.	TX0006496458	1/9/2007
Educators Publishing Service	Phonics Plus K.	TX0006299839	1/6/2006
Educators Publishing Service	Phonics Plus K.	TX0006299840	1/6/2006
Educators Publishing Service	Phonics plus picture glossary.	TX0006308264	1/6/2006
Educators Publishing Service	Piano lessons.	TX0006332455	5/5/2006
Educators Publishing Service	Pip and the snow cat.	TX0006358161	5/5/2006
Educators Publishing Service, Inc.	Poetry in three dimensions : reading, writing, and critical thinking through poetry : bk. 2 / by Carol Clark and Alison Draper.	TX0005578780	5/17/2002
Educators Publishing Service	Pop and the bug.	TX0006358162	5/5/2006
Educators Publishing Service	Quit it, Frank! / by John Porell ; illustrated by Jamie Smith.	TX0006419314	8/16/2006
Educators Publishing Service	Rainbows.	TX0006421027	8/16/2006
Educators Publishing Service, a division of School Specialty, Inc.	Rainbows et al.	TX0007038240	9/3/2009
Educators Publishing Service	Rat on the mat.	TX0006409226	1/30/2006
Educators Publishing Service	Reading from scratch : teacher's manual.	TX0001867424	7/15/1986
Educators Publishing Service	Reading from scratch : workbook 2.	TX0001867428	7/15/1986
Educators Publishing Service	Reading : the right start : a practical guide for teaching reading readiness and reading / Toni S. Guild.	TX0002250943	2/9/1988
Educators Publishing Service	Ready, set, go picture-letter cards / Nancy Hall.	TX0003071667	5/17/1991
Educators Publishing Service	Reasoning and reading : level 2 / Joanne Carlisle.	TX0002251471	2/9/1988


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Reasoning and reading : level 2 / Joanne Carlisle.	TX0002509457	2/14/1989
Educators Publishing Service	Reasoning skills, paragraph meaning, sentence meaning, word meaning : lvl. 1.	TX0001867423	7/15/1986
Educators Publishing Service	Recipe for reading / Frances Bloom and Nina Traub.	TX0005601629	9/11/2002
Educators Publishing Service	Recipe for reading : intervention strategies for struggling readers.	TX0006173001	3/4/2005
Educators Publishing Service	Recipe for reading sequence chart and sound cards.	TX0006242894	3/14/2005
Educators Publishing Service	Recipe for reading : workbook, 1.	TX0006118865	3/4/2005
Educators Publishing Service	Recipe for reading : workbook 2 / Connie Russo.	TX0006213853	3/4/2005
Educators Publishing Service	Recipe for reading, workbook 3 / by Connie Russo.	TX0006124475	3/4/2005
Educators Publishing Service	Recipe for reading, workbook 4 / Connie Russo.	TX0006124479	3/4/2005
Educators Publishing Service	Recipe for reading, workbook 5 / by Connie Russo ; illustrated by Mary M. Geiger.	TX0006124448	3/4/2005
Educators Publishing Service	Recipe for reading, workbook 6 / by Connie Russo ; illustrated by Mary M. Geiger.	TX0006124474	3/4/2005
Educators Publishing Service	Recipe for reading : workbook 7.	TX0006211637	4/1/2005
Educators Publishing Service	Recipe for reading : workbook 8.	TX0006211706	4/1/2005
Educators Publishing Service, a division of School Specialty, Inc.	Rescue dogs et al.	TX0007038300	9/3/2009
Educators Publishing Service	Right into reading : a phonics-based reading and comprehension program : bk. 3.	TX0006148033	12/23/2004
Educators Publishing Service	Right into reading : a phonics-based reading and comprehension program : teacher’s key, bk. 3.	TX0006211704	4/1/2005


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Roberto Clemente.	TX0006421026	8/16/2006
Educators Publishing Service	Search and sort : discovering patterns in sounds, letters and words / Katherine Scraper.	TX0005612966	9/9/2002
Educators Publishing Service	Senior precis practice pad : with examples taken from the essay type examinations formerly issued by the C. C. C. B., M. I. T., and Regents English examinations / by Paul W. Lehmann.	TX0002069179	2/11/1986
Educators Publishing Service	Shane.	TX0006332457	5/5/2006
Educators Publishing Service	Skating day.	TX0006332451	5/5/2006
Educators Publishing Service	Slingerland screening for identifying children with specific langage disability : form A, B, C and teacher’s manual.	TX0006173289	3/4/2004
Educators Publishing Service, a division of School Specialty, Inc.	SOME WORDS Are Often Confused Rebecca Sitton’s Vocabulary Mini-Course Series for Upper Grade Wordsmiths.	TX0007080673	5/14/2009
Educators Publishing Service, a division of School Specialty, Inc.	Some Words Have Greek Word Parts Rebecca Sitton’s Vocabulary Mini-Course Series for Upper Grade Wordsmiths.	TX0007080649	5/14/2009
Educators Publishing Service, a division of School Specialty, Inc.	SOME WORDS Have Latin Word Parts Rebecca Sitton’s Vocabulary Mini-Course Series for Upper Grade Wordsmiths.	TX0007080633	5/14/2009
Educators Publishing Service	Sound workbook : 1.	TX0001501243	1/30/1985
Educators Publishing Service	Specific dyslexia and other development problems in children : a synopsis / Lucius Waites.	TX0002724883	1/5/1990
Educators Publishing Service	Specific dyslexia and other developmental problems in children : a synopsis / Lucius Waites.	TX0002778894	2/22/1990
Educators Publishing Service, Inc.	Spellbound : phonic reading & spelling / Elsie T. Rak.	TX0005093910	11/16/1999
Educators Publishing Service	Spelling dictionary for beginning writers / by Gregory Hurray.	TX0002250994	2/9/1988
Educators Publishing Service, Inc.	Spellwell : book A / Nancy Hall.	TX0004051343	10/26/1995


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	SPIRE decodable readers : set 1A.	TX0006496459	1/9/2007
Educators Publishing Service	SPIRE decodable readers : set 2A.	TX0006496409	1/9/2007
Educators Publishing Service, a division of School Specialty, Inc.	SPIRE Decodable Readers Set 2B.	TX0007056957	9/3/2009
Educators Publishing Service	SPIRE decodable readers : set 3A.	TX0006496457	1/9/2007
Educators Publishing Service, a division of School Specialty, Inc.	SPIRE Decodable Readers Set 3B.	TX0007056302	9/3/2009
Educators Publishing Service	SPIRE decodable readers : set 4A.	TX0006496411	1/9/2007
Educators Publishing Service	SPIRE decodable readers : set 5A.	TX0006496412	1/9/2007
Educators Publishing Service	SPIRE decodable readers : set 6A.	TX0006496410	1/9/2007
Educators Publishing Service	SPIRE initial placement assessment.	TX0006491884	1/9/2007
Educators Publishing Service	SPIRE initial placement assessment.	TX0006491885	1/9/2007
Educators Publishing Service	SPIRE--level 1 blackline master.	TX0006173140	3/4/2005
Educators Publishing Service	SPIRE level 1 reader / Sheila Clark-Edmands.	TX0006124477	3/4/2005
Educators Publishing Service	SPIRE--level 1 teacher’s guide.	TX0006173141	3/4/2005
Educators Publishing Service	SPIRE level 2 blackline master.	TX0006149875	3/4/2005
Educators Publishing Service	SPIRE : level 2 teacher’s guide / Sheila Clark-Edmands.	TX0006173291	3/4/2005
Educators Publishing Service	SPIRE : level 2, workbook.	TX0006367773	3/4/2005
Educators Publishing Service	SPIRE level 3 blackline master. / Sheila Clark-Edmands.	TX0006124478	3/4/2005
Educators Publishing Service	SPIRE : level 3, reader.	TX0006118866	3/4/2005
Educators Publishing Service	SPIRE : level 3 teacher’s guide / Sheila Clark-Edmands.	TX0006173292	3/4/2005
Educators Publishing Service	SPIRE : level 3, workbook.	TX0006118864	3/4/2005
Educators Publishing Service	SPIRE : level 4 blackline master / Sheila Clark-Edmands.	TX0006173290	3/4/2005
Educators Publishing Service	SPIRE : level 4 : teacher’s guide.	TX0006118881	3/4/2005


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	SPIRE level 4 workbook / Sheila Clark-Edmands.	TX0006124476	3/4/2005
Educators Publishing Service	SPIRE : level 5 blackline master.	TX0006211690	4/1/2005
Educators Publishing Service	SPIRE : level 5 reader.	TX0006211693	4/1/2005
Educators Publishing Service	SPIRE : level 5 teacher’s guide.	TX0006211636	4/1/2005
Educators Publishing Service	SPIRE : level 5 workbook.	TX0006211691	4/1/2005
Educators Publishing Service	SPIRE : level 6 blackline master.	TX0006299838	1/6/2006
Educators Publishing Service	SPIRE : level 6 reader.	TX0006299841	1/6/2006
Educators Publishing Service	SPIRE : level 6 teacher’s guide.	TX0006299837	1/6/2006
Educators Publishing Service	SPIRE : level 6 workbook.	TX0006299842	1/6/2006
Educators Publishing Service	SPIRE : level 7 reader.	TX0006493326	1/9/2007
Educators Publishing Service	SPIRE : level 7 teacher’s guide.	TX0006493317	1/9/2007
Educators Publishing Service	SPIRE level 8 blackline master.	TX0006491880	1/9/2007
Educators Publishing Service	SPIRE level 8 reader.	TX0006491883	1/9/2007
Educators Publishing Service	SPIRE level 8 teacher’s guide.	TX0006491879	1/9/2007
Educators Publishing Service	SPIRE level 8 word cards : SPIRE.	TX0006378753	6/30/2006
Educators Publishing Service	SPIRE level 8 workbook.	TX0006491882	1/9/2007
Educators Publishing Service	SPIRE phonogram cards levels 1-5.	TX0006421025	8/16/2006
Educators Publishing Service	SPIRE : small letter cards : levels 1-5.	TX0006209169	8/3/2005
Educators Publishing Service	Starting comprehension : stories to advance reading & thinking / Ann L. Staman.	TX0002250531	2/9/1988
Educators Publishing Service	Starting comprehension : stories to advance reading & thinking / Ann L. Staman.	TX0002250532	2/9/1988
Educators Publishing Service	Starting comprehension--stories to advance reading & thinking : starting phonetically 4 / Ann L. Staman.	TX0002253169	2/9/1988


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Stepping stones : a path to critical thinking : bk. 1 / Vera Schneider ; illustrated by Ruth Linstromberg.	TX0005788692	4/9/2002
Educators Publishing Service	Stepping stones : a path to critical thinking : bk. 3 / by Vera Schneider ; illustrated by Ruth Linstromberg.	TX0005637567	10/24/2002
Educators Publishing Service	Stepping stones : a path to critical thinking : bk. 3 : teacher’s guide / by Vera Schneider ; ill. by Ruth Linstromberg.	TX0005696362	2/24/2003
Educators Publishing Service, Inc.	Story of the U. S. A. : book 2, A Young nation solves its problems / by Franklin Escher, Jr.	TX0000193865	8/31/1978
Educators Publishing Service	Story of western civilization : bk. IV, the Renaissance / by Alan W. Riese.	TX0003135672	6/26/1991
Educators Publishing Service	Success stories 2 : 60 phonetically structured stories / by Elizabeth H. Butcher, Nancy A. Simonetti.	TX0002253171	2/9/1988
Educators Publishing Service	Success stories 2 : teaching manual / by Elizabeth H. Butcher, Nancy A. Simonetti.	TX0002253170	2/9/1988
Educators Publishing Service	Supplementary reading practice to accompany MTA reading and spelling kit 6 / masters by wordcrafters Janna Adair, Jill Davidson, Beverly Graham ... [et al.] ; teaching instructions Karen Saint Amour.	TX0003159633	9/10/2001
Educators Publishing Service	Surveys of problem-solving & educational skills : record form / developed under the direction of Lynn J. Meltzer.	TX0002052660	4/27/1987
Educators Publishing Service	Syllable plus : a game to teach syllable types : teacher’s guide and answer key / Joan Mencke Stoner.	TX0001501982	1/30/1985
Educators Publishing Service	Teacher’s guide for the paragraph : bk 3, writing expo paragraphs / Dianne Tucker-LaPlount.	TX0006083200	12/23/2004
Educators Publishing Service, Inc.	Teacher's script to accompany Alphabetic phonics 2 : a basic language curriculum for phonics, reading, writing, and spelling.	TX0000659557	4/1/1981


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Ten essential vocabulary strategies, answer key for books 1-5.	TX0006261167	3/4/2005
Educators Publishing Service	Ten essential vocabulary strategies : bk. 1 : practice for success on standardized tests / Lee Mountain.	TX0005914660	2/17/2004
Educators Publishing Service	Ten essential vocabulary strategies : bk. 4 / Lee Mountain.	TX0006018744	8/30/2004
Educators Publishing Service	Ten essential vocabulary strategies : bk. 5.	TX0006261168	3/4/2005
Educators Publishing Service	Ten essential vocabulary strategies : practice for success on standardized tests : bk. 2 / Lee Mountain.	TX0005989439	6/4/2004
Educator's Publishing Service	Test book for Wordly wise 3000 : bk. 1.	TX0005612970	9/9/2002
Educators Publishing Service	Test book for wordly wise 3000 : bk. 2.	TX0005637568	10/24/2002
Educators Publishing Service	Test book for Wordly wise 3000 : bk. 3.	TX0005612971	9/9/2002
Educators Publishing Service	Test book for Wordly Wise 3000 : bk. 4.	TX0005560051	9/18/2002
Educators Publishing Service	Test book for wordly wise 3000 : bk. 5.	TX0005637569	10/24/2002
Educators Publishing Service	Test book for Wordly wise 3000 : bk. 6.	TX0005700461	2/24/2003
Educators Publishing Service	Test book for Wordly Wise 3000 : bk. 7.	TX0005744781	5/14/2003
Educators Publishing Service, Inc.	Test book for wordly wise 3000 : bk. A.	TX0005578773	6/26/2002
Educators Publishing Service	Test book for Wordly wise 3000 : book B.	TX0005612973	9/9/2002
Educators Publishing Service	Test book for Wordly wise 3000 : book C.	TX0005612974	9/9/2002
Educators Publishing Service	Test book for Worldly Wise 3000, book 8.	TX0005742334	6/21/2003
Educators Publishing Service	Test book for Worldly wise book 9 / written by Cynthia and Drew Johnson.	TX0005821902	10/24/2003
Educators Publishing Service	Test booklet for Wordly wise 3000 : bk. 1 / written by Robin Raymer ; editor, Theresa Trinder, managing editor, Sheila Neylon.	TX0005915230	2/10/2004


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Test booklet for Wordly wise 3000 : bk. 2 / written by Lorraine Sintetos ; editor, Theresa Trinder, managing editor, Sheila Neylon.	TX0005915231	2/10/2004
Educators Publishing Service	Test booklet for Wordly wise 3000 : bk. 3 / written by Lorraine Sintetos ; editor, Stacy L. Nichols, managing editor, Sheila Neylon.	TX0005915232	2/10/2004
Educators Publishing Service	Test booklet for Wordly wise 3000 : bk. 4 / written by Robin Raymer ; editor, Stacey L. Nichols, managing editor, Sheila Neylon.	TX0005915227	2/10/2004
Educators Publishing Service	Test booklet for Wordly wise 3000 : bk. 5 / written by Robin Raymer ; editor, Stacey L. Nichols, managing editor, Sheila Neylon.	TX0005915228	2/10/2004
Educators Publishing Service	Test booklet for Wordly wise 3000 : bk. 6 / written by Cynthia and Drew Johnson ; editor, Jen Noon, managing editor, Sheila Neylon.	TX0005895723	12/22/2003
Educators Publishing Service	Test booklet for Wordly wise 3000 : bk. 7 / written by Cynthia and Drew Johnson ; editor, Jen Noon, managing editor, Sheila Neylon.	TX0005895724	12/22/2003
Educators Publishing Service	Test booklet for Wordly wise 3000 : bk. A.	TX0005895727	12/22/2003
Educators Publishing Service	Test booklet for Wordly wise 3000 : bk. B.	TX0005895726	12/22/2003
Educators Publishing Service	Test booklet for Wordly wise 3000 : bk. C.	TX0005895725	12/22/2003
Educators Publishing Service	Test booklet for Wordly Wise 3000 book 8 / written by Cynthia and Drew Johnson.	TX0005887652	12/22/2003
Educators Publishing Service	Test booklet for Wordly Wise 3000 book 9 / written by Cynthia and Drew Johnson.	TX0005887651	12/22/2003
Educators Publishing Service	Uncle Paul’s cane.	TX0006332459	5/5/2006
Educators Publishing Service	Vocabulary from classical roots : bk. 4.	TX0006491881	1/9/2007
Educators Publishing Service	Vocabulary from classical roots : bk. 6 : teacher’s guide and answer key.	TX0006420239	8/16/2006


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Vocabulary from classical roots : C / Norma Fifer, Nancy Flowers.	TX0002707174	12/13/1989
Educators Publishing Service	Wallet in the woods.	TX0006447432	6/12/2006
Educators Publishing Service	When hens shop.	TX0006358156	5/5/2006
Educators Publishing Service, Inc.	Wilson expanded syntax program : teacher’s manual / Mary Sweig Wilson.	TX0000252292	4/16/1979
Educators Publishing Service	Wordly wise 3000 : bk. 1, concept cards and picture cards.	TX0006505577	1/9/2007
Educators Publishing Service, Inc.	Wordly wise 3000 : bk. 2 / Kenneth Hodkinson, Sandra Adams.	TX0004504280	3/7/1997
Educators Publishing Service	Wordly Wise 3000 Book 1 and Teacher’s Resource Book.	TX0006829412	9/28/2007
Educators Publishing Service, a division of School Specialty, Inc.	Wordly Wise 3000 Book 10 Audio Recordings.	SR0000645711	1/14/2010
Educators Publishing Service, a division of School Specialty, Inc.	Wordly Wise 3000 Book 2 Audio Recordings.	SR0000645710	1/14/2010
Educators Publishing Service, a division of School Specialty, Inc.	Wordly Wise 3000 Book 3 Audio Recordings.	SR0000645716	1/14/2010
Educators Publishing Service, a division of School Specialty, Inc.	Wordly Wise 3000 Book 4 Audio Recordings.	SR0000645714	1/14/2010
Educators Publishing Service, a division of School Specialty, Inc.	Wordly Wise 3000 Book 9 Audio Recordings.	SR0000645709	1/14/2010
Educators Publishing Service	Wordly Wise 3000 Book K and Teacher’s Resource Book.	TX0006829336	9/28/2007
Educators Publishing Service	Wordly Wise 3000.com.	TX0007128213	8/31/2009
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 10.	TX0006829337	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 10 Teacher’s Resource Book.	TX0006829505	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 11.	TX0006829341	9/28/2007


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 11 Teacher’s Resource Book.	TX0006829491	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 12.	TX0006829511	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 12 Teacher’s Resource Book.	TX0006829499	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 2.	TX0006829353	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 2 Teacher’s Resource Book.	TX0006829492	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 3.	TX0006829327	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 4.	TX0006829352	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 4 Teacher’s Resource Book.	TX0006829496	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 5.	TX0006829334	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 5 Teacher’s Resource Book.	TX0006829503	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 6.	TX0006829333	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 6 Teacher’s Resource Book.	TX0006829501	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 7.	TX0006829331	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 7 Teacher’s Resource Book.	TX0006829497	1/3/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 8.	TX0006829328	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 8 Teacher’s Resource Book.	TX0006829512	9/28/2007


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 9.	TX0006829355	9/28/2007
Educators Publishing Service	Wordly Wise 3000 Second Edition Book 9 Teacher's Resource Book.	TX0006829510	9/28/2007
Educators Publishing Service	Wordly wise quickquiz.	TX0002767827	3/2/1990
Educators Publishing Service	Wordly wise readers : series A.	TX0001504309	1/25/1985
Educators Publishing Service	Wordly wise reading with writing and comprehension exercises : bk. 1[-2] / Kenneth Hodkinson.	TX0002526176	3/15/1989
Educators Publishing Service	Words are wonderful, an interactive approach to vocabulary : bk. 1 tests / Dorothy Grant Hennings ; lesson test written by Mark Lyons.	TX0005713988	4/24/2003
Educators Publishing Service	Words are wonderful : an interactive approach to vocabulary : bk. 2 / Dorothy Grant Hennings ; ill. by John L. Garcia.	TX0005836551	10/24/2003
Educators Publishing Service	Words are wonderful : an interactive approach to vocabulary : bk. 3 / Dorothy Grant Hennings ; ill. by John L. Garcia.	TX0005989443	6/4/2004
Educators Publishing Service	Words are wonderful : an interactive approach to vocabulary : bk. 4 : teacher's guide.	TX0006289616	8/3/2005
Educators Publishing Service	Words are wonderful : an interactive approach to vocabulary : book 3 tests / Dorothy Grant Hennings.	TX0005989354	6/4/2004
Educators Publishing Service	Words are wonderful : an interactive approach to vocabulary : book 4.	TX0006289618	8/3/2005
Educators Publishing Service	Words are wonderful : an interactive approach to vocabulary tests for bk. 2 / Dorothy Grant Hennings.	TX0005821879	10/24/2003
Educators Publishing Service	Words are wonderful : an interactive approach to vocabulary tests for book 4.	TX0006289617	8/3/2005
Educators Publishing Service	Words are wonderful : bk. 1 : an interactive approach to vocabulary / Dorothy Grant Hennings.	TX0006211214	3/20/2003


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Words are wonderful : bk. 3 : an interactive approach to vocabulary / Dorothy Grant Hennings ; ill. by John L. Garcia.	TX0005914664	2/17/2004
Educators Publishing Service	Words are wonderful : bk. A and tests for bk. A.	TX0006420245	8/16/2006
Educators Publishing Service,	Worldly wise 3000 : bk. C / Kenneth Hodkinson & Sandra Adams.	TX0005578776	5/17/2002
Educators Publishing Service	Worldly Wise 3000 Second Edition Book 3 Teacher's Resource Book.	TX0006829490	9/28/2007
Educators Publishing Service	Worldly wise 3000 teacher’s guide for books 1-5.	TX0005821878	10/24/2003
Educators Publishing Service	Worldly wise 3000 teacher’s guide for books 6-9.	TX0005821876	10/24/2003
Educators Publishing Service	Worldly wise 3000 teacher’s guide for books A, B & C.	TX0005821877	10/24/2003
Educators Publishing Service	Worldy Wise 3000 book K concept cards and picture cards.	TX0006501087	1/9/2007
Educators Publishing Service	Write about me / Elsie S. Wilmerding ; ill. by George Ulrich.	TX0005914669	2/17/2004
Educators Publishing Service	Write about my world / Elsie S. Wilmerding ; ill. by George Ulrich.	TX0005914661	2/17/2004
Educators Publishing Service, Inc.	Writing skills : bk. 2 / Diana Hanbury King.	TX0006083206	12/23/2004
Educators Publishing Service, Inc.	Writing skills : bk. 3 / Diana Hanbury King.	TX0005578777	5/17/2002
Educators Publishing Service	Writing skills : teacher’s handbook / Diana Hanbury King.	TX0005989442	6/4/2004
Educators Publishing Service, a division of School Specialty, Inc.	A Red Sash, et al.	TX0007035790	9/3/2009
Educators Publishing Service, a division of School Specialty, Inc.	Handprints Audio Recordings, Storybook Set A.	SR0000651606	3/25/2010
Educators Publishing Service, a division of School Specialty, Inc.	Handprints Audio Recordings, Storybook Set B.	SR0000651605	3/25/2010


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, a division of School Specialty, Inc.	Handprints Audio Recordings, Storybook Set C.	SR0000651607	3/25/2010
Educators Publishing Service, a division of School Specialty, Inc.	Handprints Audio Recordings, Storybook Set D.	SR0000651608	3/25/2010
Educators Publishing Service, a division of School Specialty, Inc.	Primary Phonics Comprehension Workbook 6.	TX0007124841	1/11/2010
Educators Publishing Service, a division of School Specialty, Inc.	Primary Phonics Intervention Guide Levels 1-6 Blackline Masters.	TX0007019620	8/31/2009
Educators Publishing Service, a division of School Specialty, Inc.	Primary Phonics Set 6 Storybooks.	TX0007124783	1/11/2010
Educators Publishing Service, a division of School Specialty, Inc.	Sitton Kindergarten Literacy and Word Skills Practice Book.	TX0007166870	3/25/2010
Educators Publishing Service, a division of School Specialty, Inc.	Sitton Kindergarten Literacy and Word Skills Sourcebook for Teachers.	TX0007166891	3/25/2010
Educators Publishing Service, a division of School Specialty, Inc.	Storybooks 6.	SR0000647962	1/11/2010
Educators Publishing Service, a division of School Specialty, Inc.	Wordly Wise 3000 Book 11 Audio Recordings.	SR0000648553	1/11/2010
Educators Publishing Service, a division of School Specialty, Inc.	Wordly Wise 3000 Book 12.	SR0000648555	1/11/2010
Educators Publishing Service, a division of School Specialty, Inc.	Wordly Wise 3000 Book 5.	SR0000648554	1/11/2010
Educators Publishing Service, a division of School Specialty, Inc.	Wordly Wise 3000 Book 6.	SR0000649243	1/11/2010
Educators Publishing Service, a division of School Specialty, Inc.	Wordly Wise 3000 Book 7.	SR0000648552	1/11/2010
Educators Publishing Service, a division of School Specialty, Inc.	Wordly Wise 3000 Book 8.	SR0000648556	1/11/2010
Educators Publishing Service	30 roots to grow on : a teacher’s guide for the development of vocabulary / Carol Murray and Jenny Munro.	TX0002707275	12/13/1989
Educators Publishing Service, Inc.	Alphabet series.	SR0000311249	4/9/2002


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Alphabet series / compiled by Frances Bloom ; illustrated by Mary Geiger ; stories by Frances Bloom, Deborah Coates, Mary Geiger ... [et al.]	TX0005504305	4/9/2002
Educators Publishing Service, Inc.	Alphabetic phonics : workbook 1.	TX0004446500	12/16/1996
Educators Publishing Service, Inc.	Alphabetic phonics. Workbook 1. By Georgie Green.	RE0000701592	4/10/1995
Educators Publishing Service, Inc.	Alphadeck guide : 21 letter-card games in alphabetizing, phonics, and spelling skills / by Karen Barriere.	TX0001005848	10/15/1982
Educators Publishing Service, Inc.	America becomes a giant / by Franklin Escher, Jr.	TX0003444588	12/17/1992
Educators Publishing Service	Analogies : 1 / Arthur Liebman.	TX0002759193	2/23/1990
Educators Publishing Service	Analogies 2 / Arthur Liebman.	TX0002707212	12/13/1989
Educator's Publishing Service, Inc.	Analogies 3 : 8 vocabulary and 4 analogy quizzes / Arthur Liebman.	TX0002250609	2/9/1988
Educators Publishing Service, Inc.	Association method drop drill flip book : nonsense syllable practice based on selected Northampton symbols / contributors, Daphne Cornett, Maureen K. Martin.	TX0005504384	4/9/2002
Educators Publishing Service, Inc.	Attack math : addition 1 / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin.	TX0001440549	11/5/1984
Educators Publishing Service	Attack math : addition 2 / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin.	TX0001510858	1/30/1985
Educators Publishing Service	Attack math : arithmetic tasks to advance computational knowledge / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin.	TX0001681559	10/25/1985
Educators Publishing Service	Attack math : arithmetic tasks to advance computational knowledge / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin.	TX0001681562	10/25/1985


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Attack math : arithmetic tasks to advance computational knowledge / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin.	TX0001681563	10/25/1985
Educators Publishing Service	Attack math : arithmetic tasks to advance computational knowledge : division, [book] 2 / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin.	TX0001588498	5/21/1985
Educators Publishing Service	Attack math : division 1 / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin.	TX0001510860	1/30/1985
Educators Publishing Service	Attack math : multiplication 1 / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin.	TX0001510859	1/30/1985
Educators Publishing Service, Inc.	Attack math : subtraction 1 / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin.	TX0001440550	11/5/1984
Educators Publishing Serivice [sic]	Beginning paragraph meaning / Joanne Carlisle.	TX0002055602	4/27/1987
Educators Publishing Service, Inc.	Beginning reasoning & reading / Joanne Carlisle.	TX0005563746	6/17/2002
Educators Publishing Service	Beginning reasoning skills / Joanne Carlisle.	TX0002072302	4/27/1987
Educators Publishing Service, Inc.	Beyond the code : book 2 / Nancy M. Hall ; illustrated by Hugh Price.	TX0005418389	4/13/2001
Educators Publishing Service, Inc.	Beyond the code : comprehension and reasoning skills : bk. 3 / Nancy M. Hall ; illustrated by Hugh Pirce and Alan Price.	TX0005342658	8/2/2001
Educators Publishing Service, Inc.	Bird watch / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005989450	6/21/2004
Educators Publishing Service, Inc.	Bookwise : a literature guide [by] Barbara Moross, Sonia Landes, Molly Flender, The Phantom Tollbooth. / written by Norton Juster ; illustrated by Jules Feiffer.	TX0005091729	11/16/1999


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Building language skills : readiness for reading : book A / Lida Helson and Ahna Fiske.	TX0000168802	12/26/1978
Educators Publishing Service, Inc.	Building language skills : teacher’s guide / by Lida Helson and Ahna Fiske.	TX0000223233	3/16/1979
Educators Publishing Service, Inc.	Building mathematical thinking : bk. 3 : skinny concepts / Marsha Stanton.	TX0005505221	4/9/2002
Educators Publishing Service, Inc.	Building mathematical thinking : skinny concepts : bk. 1 / Marsha Stanton.	TX0005453838	9/4/2001
Educators Publishing Service, Inc.	Building mathematical thinking : skinny concepts, bk. 2 / Marsha Stanton.	TX0005204105	7/27/2000
Educators Publishing Service, Inc.	Charlotte's web : a literature guide / Sonia Landes, 1925-, and Molly Flender, 1935-.	TX0005093770	11/16/1999
Educators Publishing Service, Inc.	Clancy races / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005994319	6/21/2004
Educators Publishing Service, Inc.	Classroom strategies to aid the disabled learner : with glossary / Jean Abbott.	TX0000206533	3/16/1979
Educators Publishing Service, Inc.	Code cards : key word picture and letter cards for explode the code 1 to 3 1/2 / Nancy Hall, Dawn Towle.	TX0004030257	4/18/1995
Educators Publishing Service, Inc.	Colt for Jenny / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005989448	6/21/2004
Educators Publishing Service, Inc.	Composition 1 / Sara Hickman.	TX0001104556	1/13/1983
Educators Publishing Service, Inc.	Composition : book 3.	TX0001315807	4/4/1984
Educators Publishing Service, Inc.	Composition : book II / Sara Hickman.	TX0000223235	3/19/1979
Educators Publishing Service, Inc.	Composition : book III / Sara Hickman.	TX0000223236	3/19/1979
Educators Publishing Service, Inc.	Computation basics : book 1 / by Janet A. Alford and Lynda R. Solms.	TX0000584747	11/24/1980
Educators Publishing Service, Inc.	Computation basics : book 5 / by Janet A. Alford and Lynda R. Solms.	TX0001220396	10/6/1983


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Daily phonics lessons : folding mini workbooks / Lori Bloom, Norma Childs, Judith Erickson, Linda Gray.	TX0005476786	4/9/2002
Educators Publishing Service, Inc.	Daily supplement : activities for cross-curriculum review, grade 3 / Rob Frieske, Par Healy, Deborah Howe ... [et al.]	TX0005504336	4/9/2002
Educators Publishing Service, Inc.	Daily supplement : activities for cross-curriculum review, grade 4 / Rob Frieske, Par Healy, Deborah Howe ... [et al.]	TX0005504338	4/9/2002
Educators Publishing Service, Inc.	Daily supplement : activities for cross-curriculum review, grade 5 / Rob Frieske, Pat Healy, Deborah Howe, Jan Oberg, Judy Pavlicek, Pat Rainholt, Mike Smith.	TX0005612972	9/9/2002
Educators Publishing Service	Developmental variation and learning disorders / Melvin D. Levine ; with an appendix by Betty N. Gordon and Martha S. Reed.	TX0002249366	2/9/1988
Educators Publishing Service	Dyslexia training program / Patricia Bailey Beckham, Marietta Laing Biddle.	TX0002250528	2/9/1988
Educators Publishing Service, Inc.	Dyslexia training program--progress measurements, schedules I, II, and III : student's book / Mary Baertch Rumsey.	TX0003321738	5/20/1992
Educators Publishing Service	Dyslexia training program : the alphabet, spelling exercises, and review of schedule III / Patricia Bailey Beckham, Marietta Laing Biddle.	TX0002712008	12/11/1989
Educators Publishing Service, Inc.	Early reading comprehension in varied subject matter : bk. A / Jane Ervin.	TX0005563743	6/17/2002
Educators Publishing Service, Inc.	Early reading comprehension in varied subject matter : bk. B / Jane Ervin.	TX0005563776	6/17/2002
Educators Publishing Service, Inc.	Early reading comprehension in varied subject matter : bk. D / Jane Ervin ; illustrated by Anne Lord.	TX0005585784	6/17/2002
Educators Publishing Service, Inc.	Early reading comprehension in varied subject matter : book A / by Jane Ervin.	TX0000929727	5/13/1982


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Early reading comprehension in varied subject matter : book B[-C] : literature, the arts, social studies, science, general topics, logical thinking, mathematics / by Jane Ervin ; [illustrated by George Phillips]	TX0001004405	10/28/1982
Educators Publishing Service	Elements of clear thinking : accurate communication / by William F. McCart.	TX0001503606	1/25/1985
Educators Publishing Service, Inc.	Elements of clear thinking : critical reading.	TX0001453984	11/5/1984
Educators Publishing Service, Inc.	Elements of clear thinking : sound reasoning / by William F. McCart.	TX0001172898	8/8/1983
Educators Publishing Service, Inc.	Ella / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005995356	6/21/2004
Educators Publishing Service, Inc.	Energy horizons : book 1, Energy sources / by Christina G. Miller and Louise A. Berry ; [illustrated by Melinda Vinton].	TX0001063640	1/12/1983
Educators Publishing Service, Inc.	Energy horizons : book 2, electrical energy / by Christine G. Miller and Louise A. Berry ; [illustrated by Anne Lord]	TX0001375285	7/6/1984
Educators Publishing Service, Inc.	Energy horizons : teacher's guide / by Christina G. Miller and Louise A. Berry.	TX0001220397	10/6/1983
Educators Publishing Service, Inc.	English elements : bk. 1 / Arthur Liebman.	TX0004493516	3/7/1997
Educators Publishing Service, Inc.	English elements : bk. 1, quizzes / Arthur Leibman.	TX0004650123	10/17/1997
Educators Publishing Service, Inc.	English elements : bk. 2 / Arthur Liebman.	TX0005158382	3/9/2000
Educators Publishing Service	Experimenting with numbers : a guide for preschool, kindergarten, and first grade teachers / Margaret Stern ; illustrated by John Roberts.	TX0002277916	2/9/1988
Educators Publishing Service, Inc.	Explode the code : 1 1/2 / Nancy Hall, Rena Price.	TX0001364683	6/25/1984
Educators Publishing Service, Inc.	Explode the code 1 / Nancy Hall, Rena Price.	TX0003551080	5/11/1993


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Explode the code 1 / Nancy Hall, Rena Price ; [text ill. by Alan Price and Laura Price].	TX0001374905	7/6/1984
Educators Publishing Service, Inc.	Explode the code : 2.	TX0001454067	11/5/1984
Educators Publishing Service, Inc.	Explode the code 2 1/2 / Nancy Hall, Rena Price.	TX0003918334	10/20/1994
Educators Publishing Service, Inc.	Explode the code : 2 / Nancy Hall, Rena Price ; text ill. by Laura Price and Alan Price.	TX0003918305	10/20/1994
Educators Publishing Service, Inc.	Explode the code : 2 / Nancy Hall, Rena Price ; text ill. by Laura Price and Alan Price.	TX0002718356	10/30/1989
Educators Publishing Service, Inc.	Explode the code : 3.	TX0001454068	11/5/1984
Educators Publishing Service, Inc.	Explode the code 3 1/2 / Nancy Hall, Rena Price.	TX0005585782	6/17/2002
Educators Publishing Service, Inc.	Explode the code 3 1/2 / Nancy Hall, Rena Price.	TX0003585124	8/2/1993
Educators Publishing Service, Inc.	Explode the code 3 1/2 / Nancy Hall, Rena Price ; [text ill. by Andrew Mockler]	TX0000835245	12/7/1981
Educators Publishing Service, Inc.	Explode the code 3 / Nancy Hall, Rena Price.	TX0003918332	10/20/1994
Educators Publishing Service, Inc.	Explode the code : 4 1/2 / Nancy Hall, Rena Price ; [text ill. by Andrew Mockler].	TX0003345488	6/18/1992
Educators Publishing Service	Explode the code : 4 1/2 / Nancy Hall, Rena Price ; [text ill. by Andrew Mockler]	TX0001009218	11/4/1982
Educators Publishing Service, Inc.	Explode the code : 4 1/2 / Nancy M. Hall, Rena Price.	TX0005563777	6/17/2002
Educators Publishing Service, Inc.	Explode the code 4 / Nancy Hall, Rena Price.	TX0003918333	10/20/1994
Educators Publishing Service	Explode the code : 4 / Nancy Hall, Rena Price.	TX0001503573	1/25/1985
Educators Publishing Service, Inc.	Explode the code : 4 / Nancy M. Hall, Rena Price.	TX0005563775	6/17/2002


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Explode the code : 5 1/2 / Nancy M. Hall.	TX0005563779	6/17/2002
Educators Publishing Service, Inc.	Explode the code : 5 / Nancy Hall, Rena Price.	TX0005565755	6/17/2002
Educators Publishing Service	Explode the code : 5 / Nancy Hall, Rena Price ; [ill. by Laura Price and Alan Price]	TX0001503531	1/25/1985
Educators Publishing Service, Inc.	Explode the code 6 / Nancy Hall, Rena Price.	TX0003918331	10/20/1994
Educators Publishing Service, Inc.	Explode the code : 6 / Nancy M. Hall, Rena Price.	TX0005563778	6/17/2002
Educators Publishing Service, Inc.	Explode the code : 7 / Nancy Hall, Rena Price.	TX0005565754	6/17/2002
Educators Publishing Service, Inc.	Explode the code, 8 / Nancy Hall, Rena Price.	TX0005599906	6/17/2002
Educators Publishing Service, Inc.	Explode the code : [book] 5 / Nancy Hall, Rena Price ; [text ill. by Laura Price and Alan Price].	TX0000196155	8/31/1978
Educators Publishing Service, Inc.	Explode the code : [book] 6 / Nancy Hall, Rena Price.	TX0000196154	8/31/1978
Educators Publishing Service, Inc.	Explode the code : [book] 7 / Nancy Hall, Rena Price ; [text ill. by Alan Price, Laura Price, Andrew Mockler, and Meg Rosoff].	TX0000441345	3/11/1980
Educators Publishing Service, Inc.	Explode the code : [book] 8 / Nancy Hall, Rena Price.	TX0001364682	6/25/1984
Educators Publishing Service, Inc.	Fisher-Landau early childhood screening (FLECS)	TX0004242753	3/15/1996
Educators Publishing Service, Inc.	Fractions 1[-3] / Dawny Gershkowitz.	TX0001681567	10/25/1985
Educators Publishing Service, Inc.	Fractions 4 : multiplication and division / Dawny Gershkowitz.	TX0003069071	5/17/1991
Educators Publishing Service, Inc.	From the mixed-up files of Mrs. Basil E. Frankweiler, written and illustrated by E. L. Konigsburg / Christine Doyle Francis.	TX0005358475	4/13/2001
Educators Publishing Service, Inc.	Get Dad lost / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005995357	6/21/2004


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Gillingham manual : remedial training for students with specific disability in reading, spelling, and penmanship / Anna Gillingham, Bessie W. Stillman.	TX0005370833	4/13/2001
Educators Publishing Service, Inc.	Guide for teaching poetry in three dimensions : reading, writing and critical thinking through poetry : bk. 1 / by Carol Clark and Alison Draper.	TX0005505903	4/9/2002
Educators Publishing Service, Inc.	Hatchet [by] Gary Paulsen / Jon C. Stott.	TX0005358477	4/13/2001
Educators Publishing Service, Inc.	Helping kids write : a practical guide for teaching children to express themselves on paper : for grades 5-8 / by Sarah Bayne.	TX0000460212	4/10/1980
Educators Publishing Service, Inc.	Improving composition through a sentence study of grammar and usage : teaching guide and answer key / by Carol Compton.	TX0000137800	10/30/1978
Educators Publishing Service, Inc.	It’s elementary! : 230 math word problems : bk. A / M. J. Owen.	TX0005430358	8/2/2001
Educators Publishing Service, Inc.	It’s elementary! 275 math word problems : bk. 1 / M. J. Owen.	TX0005158383	3/9/2000
Educators Publishing Service, Inc.	It’s elementary! : 275 math word problems : bk. 2 / M. J. Owen.	TX0005370823	4/13/2001
Educators Publishing Service, Inc.	It’s elementary! : 275 math word problems : bk. 3 / M. J. Owen.	TX0005370822	4/13/2001
Educators Publishing Service, Inc.	It’s elementary! : reasoning, estimating, and rounding : a companion to It’s elementary! 275 math word problems / M. J. Owen.	TX0005370831	4/13/2001
Educators Publishing Service, Inc.	Josh, the collector / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005994320	6/21/2004
Educators Publishing Service, Inc.	Junior English review exercises. Bk. 1. By Earl F. Wood.	RE0000555486	12/6/1991


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Junior English review exercises. Bk. 1: teacher’s guide. Text: Earl F. Wood, -1960.	RE0000662207	1/10/1994
Educators Publishing Service, Inc.	Junior English review exercises. Bk. 2: teacher’s guide. Text: Earl F. Wood, -1960.	RE0000662206	1/10/1994
Educators Publishing Service, Inc.	Junior English review exercises : book 1 / by Earl F. Wood.	TX0000151565	10/30/1978
Educators Publishing Service, Inc.	Junior English review exercises : book II / by Earl F. Wood.	TX0001446524	11/5/1984
Educators Publishing Service, Inc.	Junior English review exercises : book II / by Earl F. Wood.	TX0000366871	11/19/1979
Educators Publishing Service, Inc.	Junior vocabulary builder. By Austin Melvin Works.	RE0000060027	12/5/1979
Educators Publishing Service, Inc.	Just write : an elementary writing sourcebook : bk. 1 / Elsie S. Wilmerding, Alexandra S. Bigelow ; ill. by George Ulrich.	TX0005509227	4/9/2002
Educators Publishing Service, Inc.	Just write : creativity and craft in writing : bk. 3 / Elsie S. Wilmerding, Alexandra S. Bigelow ; ill. by George Ulrich.	TX0006005940	8/10/2004
Educators Publishing Service, Inc.	Justin’s house / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005989446	6/21/2004
Educators Publishing Service, Inc.	Key word clues : the riddle deck / by Beverly Graham.	TX0003849249	9/9/1994
Educators Publishing Service, Inc.	Keyboarding skills : all grades / Diana Hanbury King.	TX0002072304	4/27/1987
Educators Publishing Service, Inc.	Kids and critters / written by Barbara Sokolski ; illustrated by Jeannie Donovan.	TX0003673261	12/3/1993
Educators Publishing Service, Inc.	King Hank / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005995353	6/21/2004
Educators Publishing Service	Language activities to accompany A Multi-sensory approach to language arts : bk. 2 / Eldra O'Neal, Beverly Wolf.	TX0002052647	4/27/1987


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Language activities to accompany A Multi-sensory approach to language arts, book 2 : teaching manual / Eldra O'Neal, Beverly Wolf.	TX0002052994	5/1/1987
Educators Publishing Service, Inc.	Language tool kit / by Paula D. Rome and Jean S. Osman.	TX0000752150	8/6/1981
Educators Publishing Service, Inc.	Learning grammar through writing / by Sandra M. Bell, James I. Wheeler.	TX0001374904	7/6/1984
Educators Publishing Service, Inc.	Learning to listen.	SR0000310561	4/13/2001
Educators Publishing Service, Inc.	Legends and other tales / written by Tanya Hayes Lee ; illustrated by Jeannie Donovan.	TX0003673257	12/3/1993
Educators Publishing Service, Inc.	Literacy program : Texas Scottish Rite Hospital, Dallas, Texas : student book 3-4, lessons 61-160 / Joan Keagy, Ann Sanders.	TX0003346422	6/16/1992
Educators Publishing Service, Inc.	Literature guide to Bridge to Terabithia, written by Katherine Paterson, illustrated by Donna Diamond / by Sonia Landes and Molly Flender.	TX0005148642	11/16/1999
Educators Publishing Service, Inc.	Looking into math : bk. 3 / Susan Gardner and Silvia Acosta.	TX0005872761	6/17/2002
Educators Publishing Service, Inc.	Looking into math / Cathy Feldman and Barbara Peckham.	TX0005563780	6/17/2002
Educators Publishing Service, Inc.	Looking into math : Ridgewood, New Jersey public schools : bk. 2 / Cathy Feldman and Barbara Peckham.	TX0005565757	6/17/2002
Educators Publishing Service, Inc.	Lunch on a raft / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005995354	6/21/2004
Educators Publishing Service, Inc.	Mandy / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005995352	6/21/2004
Educators Publishing Service, Inc.	Manual de ensenanza del lenguaje / by Paula D. Rome and Jean S. Osman.	TX0003526550	12/17/1992
Educators Publishing Service, Inc.	Math & writing : fourteen language arts lessons for students who like math.	TX0001315809	4/4/1984


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Math and writing 2 : paragraphing skills for students who like math / Robert A. Pauker.	TX0002250533	2/9/1988
Educators Publishing Service, Inc.	Math investigations : bk. 1 : Ridgewood, New Jersey, Public Schools / Cathy Feldman and Barbara Peckham.	TX0004749016	4/10/1998
Educators Publishing Service, Inc.	Math investigations Ridgewood, New Jersey public schools : bk. 2 / Cathy Feldman and Barbara Peckham.	TX0004771868	4/10/1998
Educators Publishing Service, Inc.	Megawords 1 : multisyllabic words for reading, spelling, and vocabulary / Kristin Johnson, Polly Bayrd.	TX0001063639	1/12/1983
Educators Publishing Service, Inc.	Megawords 2 : multisyllabic words for reading, spelling, and vocabulary / Kristin Johnson, Polly Bayrd.	TX0001172899	8/8/1983
Educators Publishing Service, Inc.	Megawords : 3 : multisyllabic words for reading, spelling, and vocabulary / Kristin Johnson, Polly Bayrd.	TX0001364686	6/25/1984
Educators Publishing Service, Inc.	Megawords 4.	TX0003853927	12/8/1994
Educators Publishing Service	Megawords 6 : multisyllabic words for reading, spelling, and vocabulary / Kristin Johnson, Polly Bayrd.	TX0001588499	5/21/1985
Educators Publishing Service	Megawords 8 : multisyllabic words for reading, spelling, and vocabulary / Kristin Johnson, Polly Bayrd.	TX0002250530	2/9/1988
Educators Publishing Service, Inc.	Modern America / by Franklin Escher, Jr.	TX0003551906	5/11/1993
Educators Publishing Service, Inc.	Modern America / by Franklin Escher, Jr.	TX0000873198	2/23/1982
Educators Publishing Service, Inc.	Moon zoo / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005995351	6/21/2004
Educators Publishing Service, Inc.	More reading comprehensive in varied subject matter / Jane Ervin.	TX0005370824	4/13/2001
Educators Publishing Service, Inc.	More reading comprehensive in varied subject matter : level 2 / Jane Ervin.	TX0005370825	4/13/2001


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	More reading comprehensive in varied subject matter : level 3 / Jane Ervin.	TX0005370827	4/13/2001
Educators Publishing Service, Inc.	More reading comprehensive in varied subject matter : level 4 / Jane Ervin.	TX0005370826	4/13/2001
Educators Publishing Service, Inc.	MTA, multisensory teaching approach : 4.	TX0003551957	5/11/1993
Educators Publishing Service, Inc.	MTA : Multisensory teaching approach : reading and spelling : 6 / Margaret Taylor Smith.	TX0002931492	9/7/1990
Educators Publishing Service, Inc.	MTA program introduction / Margaret Taylor Smith.	TX0002987791	1/14/1991
Educators Publishing Service, Inc.	Multi-sensory approach to language arts for specific language disability children : bk. 1 : a guide for primary teachers / Beth H. Slingerland.	TX0004675765	10/17/1997
Educators Publsihing [sic] Service	Multisensory teaching approach : alphabet and dictionary skills guide / by Edith A. Hogan and Margaret Taylor Smith.	TX0002250529	2/9/1988
Educators Publishing Service, Inc.	Multisensory teaching approach : kit 7.	TX0003574976	5/11/1993
Educators Publishing Service, Inc.	Multisensory teaching approach / Margaret Taylor Smith.	TX0002638355	2/14/1989
Educators Publishing Service, Inc.	Mystery of the missing marble / written by Tanya Auger ; illustrated by Andrew Kuan.	TX0005285009	1/18/2001
Educators Publishing Service, Inc.	Number the stars [by] Lois Lowry / Joel D. Chaston.	TX0005358476	4/13/2001
Educators Publishing Service, Inc.	Pediatric examination of educational readiness at middle childhood : Peeramid 2 : examiner's manual / developed under the direction of Melvin D. Levine.	TX0004191215	1/18/1996
Educators Publishing Service, Inc.	Peeramid 2, examiner's manual / Melvin D. Levine.	TX0004491668	3/5/1997
Educators Publishing Service, Inc.	PEEX 2 (pediatric early elementary examination) / developed under the direction of Melvin D. Levine.	TX0004170509	12/13/1995


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	PEEX 2--pediatric early elementary examination : examiner’s manual / developed under the direction of Melvin D. Levine, further developed by Melvin D. Levine and Adrian D. Sandler.	TX0004760199	4/10/1998
Educators Publishing Service, Inc.	PEEX II : the pediatric early elementary examination : examiner’s guidelines.	TX0003280801	3/20/1992
Educators Publishing Service, Inc.	Phil the flea / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005989453	6/21/2004
Educators Publishing Service, Inc.	Phonetic primers / by Carolyn Smith ; [illustrated by Suzanne Sugar].	TX0000379636	12/6/1979
Educators Publishing Service, Inc.	Phonics drill cards update deck.	TX0004817023	4/10/1998
Educators Publishing Service, Inc.	Phonics drill cards with pictures for reading and spelling.	TX0004766616	4/10/1998
Educators Publishing Service, Inc.	Phonogram, suffix, and prefix strips for classroom use.	TX0003685823	12/3/1993
Educators Publishing Service, Inc.	Plain talk about KIDS, Kids inclined toward difficulty in school / Alice P. Thomas, editor.	TX0004193513	1/18/1996
Educators Publishing Service, Inc.	Poetry in six dimensions : teacher’s guide / Carol Clark and Norma Fifer.	TX0005204036	3/9/2000
Educators Publishing Service, Inc.	Poetry in six dimentions ; 20th century voices / Carol Clark and Norma Fifer.	TX0005174978	3/9/2000
Educators Publishing Service, Inc.	Poetry in three dimensions : reading, writing, and critical thinking through poetry : bk. 1 / Carol Clark and Alison Draper.	TX0005430359	8/2/2001
Educators Publishing Service, Inc.	Pragmatic approach to the evaluation of children’s performances on pre-reading screening procedures to identify first grade academic needs / Beth H. Slingerland.	TX0000379635	12/6/1979
Educators Publishing Service, Inc.	Pre-reading screening procedures and Slingerland screening tests for identifying children with specific language disability : technical manual / by Susanne P. Fulmer.	TX0000575574	10/27/1980


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Primary analogies : bk. 2, critical and creative thinking / Gae Brunner, Jean Schoenlank, Marianne Williams, Terri Wiss.	TX0004663192	11/10/1997
Educators Publishing Service, Inc.	Primary analogies : critical and creative thinking.	TX0004771869	4/10/1998
Educators Publishing Service, Inc.	Primary analogies : critical and creative thinking : bk. 1 / Gae Brunner, Jean Schoenlank, Marianne Williams, Terri Wiss.	TX0004446499	12/16/1996
Educators Publishing Service, Inc.	Primary analogies--critical and creative thinking : bk. 2 : teacher’s guide and answer key.	TX0004760200	4/10/1998
Educators Publishing Service, Inc.	Reading comprehension : book 8 : in varied subject matter / by Jane Ervin.	TX0000537203	8/18/1980
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : bk. 1 / by Jane Ervin.	TX0004772040	4/10/1998
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : bk. 1 / Jane Ervin.	TX0005563742	6/17/2002
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : bk. 1 / Jane Ervin.	TX0004660250	10/31/1997
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : bk. 2 / by Jane Ervin.	TX0003952637	12/8/1994
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : bk. 2 / Jane Ervin.	TX0005563738	6/17/2002
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : bk. 2 : social studies, literature, mathematics et al. / Jane Ervin.	TX0004752261	4/10/1998
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : bk. 3 / by Jane Ervin.	TX0004760201	4/10/1998
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : bk. 4 : social studies, literature, mathematics et al. / Jane Ervin.	TX0004752262	4/10/1998
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : bk. 9 / by Jane Ervin.	TX0003952635	12/8/1994


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : book 1 / Jane Ervin.	TX0001503659	1/25/1985
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : book 1 / Jane Ervin.	TX0000486511	6/2/1980
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : book 10 : literature, combined subjects, social studies, science, the arts, philosophy, logic and language, mathematics / by Jane Ervin.	TX0001004406	10/28/1982
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : book 4 / Jane Ervin.	TX0000486512	6/2/1980
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : book 5 / Jane Ervin.	TX0000486514	6/2/1980
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : book 6 / by Jane Ervin.	TX0000738155	7/20/1981
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : book 6 / Jane Ervin.	TX0004474444	1/2/1997
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : book 7 / by Jane Ervin.	TX0000738153	7/20/1981
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : book 9 / by Jane Ervin.	TX0000826211	12/7/1981
Educators Publishing Service, Inc.	Reading comprehension in varied subject matter : book[s] 2 [& 3] / Jane Ervin.	TX0000486513	6/2/1980
Educators Publishing Service, Inc.	Reading for content : bk. 2 / Carol Einstein.	TX0004446347	1/2/1997
Educators Publishing Service, Inc.	Reading from scratch/R F S phonics.	TX0001449034	11/5/1984
Educators Publishing Service, Inc.	Reading from scratch/RfS : RfS/workbook 1 / Dorothy VanDenHonert.	TX0001440547	11/5/1984
Educators Publishing Service, Inc.	Reading from scratch/RfS : workbook 1.	TX0004084426	8/11/1995
Educators Publishing Service	Reading from scratch : word lists and sentences for dictation / Dorothy VanDenHonert.	TX0001503572	1/25/1985
Educators Publishing Service, Inc.	Reasoning & reading : level 2 / Joanne Carlisle.	TX0005563744	6/17/2002


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Reasoning and reading : level 1 / by Joanne Carlisle.	TX0001040488	1/12/1983
Educators Publishing Service, Inc.	Reasoning and reading : level 1 / Joanne Carlisle.	TX0005585781	6/17/2002
Educators Publishing Service, Inc.	Reasoning and reading : level 1 : teacher's guide and answer key / by Joanne Carlisle.	TX0001172897	8/8/1983
Educators Publishing Service, Inc.	Reasoning and reading : level 2 / by Joanne Carlisle.	TX0001315796	4/4/1984
Educators Publishing Service, Inc.	Recipe for reading : bk. 4-6 / Connie Russo, Shirli Kohn.	TX0003453668	12/30/1992
Educators Publishing Service, Inc.	Recipe for reading workbook 2 / Connie Russo, Shirli Kohn.	TX0005495737	4/13/2001
Educators Publishing Service	Recipe for reading : workbook 3 / Connie Russo, Shirli Kohn.	TX0003071671	5/17/1991
Educators Publishing Service, Inc.	Recipe for reading : workbook 7 / Connie Russo, Shirli Kohn.	TX0003458075	12/30/1992
Educators Publishing Service	Recipe for reading workbooks : 1 / Connie Russo, Shirli Kohn.	TX0002817251	5/3/1990
Educators Publishing Service, Inc.	Return to Aztlan : a history of the Mexican American experience / by Alan Riese and Beverley W. Rodgers.	TX0000366872	11/19/1979
Educators Publishing Service, Inc.	Ridgewood analogies : bk. 2 : answer key.	TX0004129993	11/30/1995
Educators Publishing Service, Inc.	Ridgewood analogies : bk. 2 / by George Libonate, Jr., with Gae Brunner, Deborah Burde, Marianne Williams, Terri Wiss.	TX0004048746	5/30/1995
Educators Publishing Service, Inc.	Ridgewood analogies : critical and creative thinking across the curriculum : bk. 1 / George Libonate, Jr., with Geraldine Brunner, Deborah Burde, Marianne Williams, Theresa Wiss.	TX0003873693	8/19/1994


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Ridgewood analogies : critical and creative thinking across the curriculum : bk. 3 / George Libonate, Jr. with Gae Brunner, Deborah Burde, Marianne Williams, Terri Wiss.	TX0004303545	5/22/1996
Educators Publishing Service, Inc.	Ridgewood analogies : critical and creative thinking across the curriculum : bk. 3 / George Libonate, Jr. with Gae Brunner, Deborah Burde, Marianne Williams, Terri Wiss.	TX0004504568	3/7/1997
Educators Publishing Service, Inc.	Ridgewood analogies : critical and creative thinking across the curriculum : bk. 4 / Gae Brunner, Jean Schoenlank, Marianne Williams, Terri Wiss.	TX0005370829	4/13/2001
Educators Publishing Service, Inc.	Ridgewood analogies : critical and creative thinking across the curriculum : bk. 5 / Gae Brunner, Jean Schoenlank, Marianne Williams, Terri Wiss.	TX0005370830	4/13/2001
Educators Publishing Service, Inc.	Ridgewood grammar : the language connection : bk. 1 / Nancy Bison and Terri Wiss.	TX0005370819	4/13/2000
Educators Publishing Service, Inc.	Ridgewood grammar : the language connection : bk. 2 / Nancy Bison and Terri Wiss.	TX0005370815	4/13/2001
Educators Publishing Service, Inc.	Ridgewood grammar : the language connection : bk. 3 / Nancy Bison and Terri Wiss.	TX0005510275	4/9/2002
Educators Publishing Service, Inc.	Right into reading : bk. 1 : a phonics-based reading comprehension program / Jane Ervin.	TX0005348540	2/9/2001
Educators Publishing Service, Inc.	Right into reading : bk. 1 : a phonics-based reading comprehension program : teacher’s key / Jane Ervin.	TX0005348541	2/9/2001
Educators Publishing Service, Inc.	Rights of parents and responsibilities of schools / compiled by James G. Meade.	TX0000223234	3/16/1979
Educators Publishing Service	Rules of the game : 2 / Mary Page, Peter Guthrie, Sloan Sable.	TX0002707208	12/13/1989


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Rules of the game, 3 / Mary Page, Peter Guthrie, Sloan Sable.	TX0003979276	2/23/1995
Educator’s Publishing Service, Inc.	Rules of the game : bk. 3, taacher’s key / Mary Page, Peter Guthrie, Sloan Sable.	TX0003069072	5/17/1991
Educators Publishing Service	Rules of the game : grammar through discovery : 1 / Mary Page, Peter Guthrie, Sloan Sable.	TX0002709084	12/13/1989
Educators Publishing Service	Rules of the game : grammar through discovery : 2 : teacher’s key / Mary Page, Peter Guthrie, Sloan Sable.	TX0002759191	2/23/1990
Educators Publishing Service, Inc.	Sarah, plain and tall / by Patricia MacLachlan.	TX0005086472	11/16/1999
Educators Publishing Service, Inc.	Senior English review exercises / by Earl F. Wood.	TX0000538125	8/19/1980
Educators Publishing Service, Inc.	Senior English review exercises. By Earl F. Wood.	RE0000555487	12/6/1991
Educators Publishing Service, Inc.	Senior English review exercises; teacher’s guide. Text: Earl F. Wood, -1960.	RE0000662205	1/10/1994
Educators Publishing Service, Inc.	Sentence power : an approach to beginning reading / by Francee R. Sugar, Jeanette Jefferson Jansky, Martin J. Hoffman, Joan Layton, Catherine Lipkin ; edited by Virginia V. James Hlavsa.	TX0004084033	8/11/1995
Educators Publishing Service, Inc.	Sequential seasonal activities : book 2 / Eldra O'Neal, Bev Wolf.	TX0001009217	11/4/1982
Educators Publishing Service, Inc.	Situation learning : schedule I.	TX0001444214	11/5/1984
Educators Publishing Service, Inc.	Skinny concepts : teacher’s journal, bk. 2 / Marsha Stanton.	TX0005200138	7/27/2000
Educators Publishing Service	Slingerland approach : an effective strategy for teaching spelling / Nancy Cushen White.	TX0002707214	12/13/1989
Educators Publishing Service, Inc.	Snake for Jake / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005989452	6/21/2004


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	So many bridges / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005994318	6/21/2004
Educators Publishing Service, Inc.	Solving language difficulties : remedial routines / Amey Steere, Caroline Z. Peck, Linda Kahn.	TX0001364687	6/25/1984
Educators Publishing Service, Inc.	Solving language difficulties, remedial routines : answer key / Amey Steere, Caroline Z. Peck, Linda Kahn.	TX0004775832	4/10/1998
Educators Publishing Service, Inc.	Solving language difficulties--remedial routines. By Amey Steere, Caroline Z. Peck & Linda Kahn.	RE0000649394	1/10/1994
Educators Publishing Service, Inc.	Spell of words : teacher’s manual / by Elsie T. Rak.	TX0000513996	7/14/1980
Educators Publishing Service, Inc.	Spellbinding 1, workbook of spelling exercises ; Spellbinding 2, workbook of spelling exercises / by Elsie T. Rak.	TX0000151566	5/23/1978
Educators Publishing Service, Inc.	Spelling dictionary for writers : a resource for independent writing: bk. 2 / by Gregory Hurray.	TX0005584921	5/17/2002
Educators Publishing Service, Inc.	Spelling practice guide : 1-2.	TX0003369705	8/6/1992
Educators Publishing Service, Inc.	Spellwell : bk. A / Nancy Hall.	TX0005563745	6/17/2002
Educators Publishing Service, Inc.	Spellwell : bk. Aa / Nancy Hall.	TX0005563741	6/17/2002
Educators Publishing Service, Inc.	Spellwell : bk. AA / Nancy Hall.	TX0004191219	1/18/1996
Educators Publishing Service, Inc.	Spellwell : bk. B / Nancy Hall.	TX0005563763	6/17/2002
Educators Publishing Service, Inc.	Spellwell : bk. B / Nancy Hall.	TX0004049471	1/9/1995
Educators Publishing Service, Inc.	Spellwell : bk. BB / Nancy Hall.	TX0005585780	6/17/2002
Educators Publishing Service, Inc.	Spellwell : bk. Bb / Nancy Hall.	TX0003974732	1/9/1995
Educators Publishing Service, Inc.	Spellwell : bk. C, CC : teacher’s guide and answer key / Nancy M. Hall.	TX0004761367	4/10/1998
Educators Publishing Service, Inc.	Spellwell : bk. C / Nancy Hall.	TX0005563737	6/17/2002
Educators Publishing Service, Inc.	Spellwell : bk. C / Nancy Hall.	TX0005276407	9/29/2000


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Spellwell : bk. Cc / Nancy Hall.	TX0005563740	6/17/2002
Educators Publishing Service, Inc.	Spellwell : bk. Cc / Nancy M. Hall.	TX0004756099	4/10/1998
Educators Publishing Service, Inc.	Spellwell : bk. D[-DD] / Nancy Hall.	TX0005370820	4/13/2001
Educators Publishing Service, Inc.	Spellwell : bks. B Bb : teacher's guide and answer key / Nancy Hall.	TX0004048747	5/30/1995
Educators Publishing Service, Inc.	Spotless house / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005995355	6/21/2004
Educators Publishing Service	Starting over--a literacy program : a combined teaching manual and student textbook for reading, writing, spelling, vocabulary, and handwriting / Joan Knight.	TX0002057007	4/27/1987
Educators Publishing Service, Inc.	Stewart English program : bk. 1, principles plus .... : teacher’s guide / Donald S. Stewart.	TX0004649165	10/17/1997
Educators Publishing Service, Inc.	Stewart English program : bk. 2, Grammar plus ... / Donald S. Stewart.	TX0004504195	3/7/1997
Educators Publishing Service, Inc.	Stewart English program : bk. 3, Writing plus ... / Donald S. Stewart.	TX0004455737	1/2/1997
Educators Publishing Service, Inc.	Stories, skills & drills in phonetic reading, comprehension, and pattern spelling : book 1 / Mary Chrismas Writer.	TX0001063642	1/12/1983
Educators Publishing Service, Inc.	Stories, skills & drills : teacher’s resource manual, book 1 / Mary Chrismas Writer.	TX0001001519	10/15/1982
Educators Publishing Service, Inc.	Story notebook, a writer’s workshop organizer : bk. 1 / Karen Smith ; ill. by Julia Smith.	TX0005358479	4/13/2001
Educators Publishing Service, Inc.	Story notebook, a writer’s workshop organizer : teacher’s guide / Karen Smith ; ill. by Julia Smith.	TX0005358480	4/13/2001
Educators Publishing Service	Story of the U. S. A., book 1, Explorers and settlers / by Franklin Escher, Jr.	TX0001503602	1/25/1985


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Story of the U. S. A. : book 2, A Young nation solves its problems / by Franklin Escher, Jr.	TX0001440548	11/5/1994
Educators Publishing Service, Inc.	Story of the U. S. A. : book 3, America becomes a giant / by Franklin Escher, Jr.	TX0001364684	6/25/1984
Educators Publishing Service, Inc.	Story of the U. S. A. : book 3, America becomes a giant / by Franklin Escher, Jr.	TX0000168803	12/26/1978
Educators Publishing Service, Inc.	Story of the USA : bk. 1, explorers and settlers : teacher’s guide / Franklin Escher, Jr.	TX0003369702	8/6/1992
Educators Publishing Service, Inc.	Story of the USA : bk. 2, A young nation solves its problems / by Franklin Escher, Jr.	TX0003724004	3/21/1994
Educators Publishing Service, Inc.	Story of the USA : bk. 2, A young nation solves its problems : teacher’s guide and answer key / by Franklin Escher, Jr.	TX0004026845	1/26/1995
Educators Publishing Service, Inc.	Story of western civilization : bk. 2, Greece and Rome build great civilizations / Alan W. Riese and Herbert J. LaSalle.	TX0003993141	1/23/1995
Educators Publishing Service, Inc.	Story of western civilization : the Middle Ages : bk. 3 / by Alan W. Riese and Herbert J. LaSalle.	TX0005370817	4/13/2001
Educators Publishing Service, Inc.	Structural arithmethic III : teacher’s guide and answer key / Margaret Stern, Toni S. Gould.	TX0003369701	8/6/1992
Educators Publishing Service	Structural arithmetic II / Margaret Stern, Toni S. Gould.	TX0002707213	12/13/1989
Educators Publishing Service	Structural arithmetic : II : teacher’s guide and answer key / Margaret Stern, Toni S. Gould.	TX0002763549	2/22/1990
Educators Publishing Service, Inc.	Success stories 1 / by Elizabeth H. Butcher, Nancy A. Simonetti.	TX0000826209	12/7/1981
Educators Publishing Service, Inc.	Success stories : teacher’s manual.	TX0001315808	4/4/1984
Educators Publishing Service, Inc.	Sugar scoring system for the Bender-Gestalt / Francee R. Sugar.	TX0004752052	4/10/1998


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Surveys of problem-solving & educational skills / developed under the direction of Lynn J. Meltzer.	TX0002052648	4/27/1987
Educators Publishing Service, Inc.	Teacher’s manual, Spellbound : phonic, reading & spelling / Elsie T. Rak.	TX0000738152	7/20/1981
Educators Publishing Service, Inc.	Teacher’s manual to accompany Slingerland college-level screening for the identification of language learning strengths and weaknesses / Carol Murray.	TX0003121844	7/18/1991
Educators Publishing Service, Inc.	Teacher’s manual to accompany the Slingerland high school level screening for the identification of language learning strengths and weaknesses / Carol Murray and Patricia Beis.	TX0003557278	5/11/1993
Educators Publishing Service, Inc.	Teaching and assessing phonics : why, what, when, how : a guide for teachers / Jeanne S. Chall, Helen M. Popp.	TX0004757457	4/10/1998
Educators Publishing Service, Inc.	Teaching and learning at home : a curriculum resource / Dorothy Burrows Johnson.	TX0004050333	4/18/1995
Educators Publishing Service, Inc.	Teaching language-deficient children : theory and application of the association method for multisensory teaching / N. Etoile DuBard, Maureen K. Martin.	TX0004028515	3/31/1995
Educators Publishing Service, Inc.	Ten essential vocabulary strategies : bk. 3 / Lee Mountain.	TX0006011205	8/10/2004
Educators Publishing Service Inc.	Test booklet for vocabulary from classical roots : E : teacher’s guide and answer key.	TX0006227600	3/14/2005
Educators Publishing Service, Inc.	Tests to accompany Word attack manual / Josephine Rudd.	TX0003100467	6/28/1991
Educators Publishing Service, Inc.	Texas Scottish Rite Hospital literacy program / Joan Keagy and Ann Sanders.	TX0003208941	12/9/1991
Educators Publishing Service, Inc.	Text book for vocabulary from classical roots D.	TX0006186031	3/14/2005


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Text book for vocabulary from classical roots E.	TX0006186029	3/14/2005
Educators Publishing Service, Inc.	Text booklet for vocabulary from classical roots D.	TX0006186028	3/14/2005
Educators Publishing Service, Inc.	Text booklet for vocabulary from classical roots E.	TX0006186030	3/14/2005
Educators Publishing Service, Inc.	Thinking about Mac and Tab : primary phonics comprehension : workbook 1.	TX0005383654	4/13/2001
Educators Publishing Service, Inc.	Thinking about Mac and Tab : teacher’s guide and answer key / Karen L. Smith.	TX0005358478	4/13/2001
Educators Publishing Service, Inc.	Thinking about Mac and Tab. / text by Karen L. Smith ; ill. by Anslie G. Philpot.	TX0005358474	4/13/2001
Educators Publishing Service, Inc.	Thinking about Mac and Tab / text by Karen L. Smith ; ill. by Anslie G. Philpot.	TX0005358484	4/13/2001
Educators Publishing Service, Inc.	Thinking about Mac and Tab. / text by Karen L. Smith ; ill. by Anslie G. Philpot.	TX0005358487	4/13/2001
Educators Publishing Service, Inc.	Up in the clouds / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005989449	6/21/2004
Educators Publishing Service, Inc.	VAK tasks for vocabulary and spelling / by C. Wilson Anderson, Jr.	TX0003704764	12/27/1993
Educators Publishing Service, Inc.	VAK tasks for vocabulary and spelling / by C. Wilson Anderson, Jr.	TX0000738154	7/20/1981
Educators Publishing Service, Inc.	VAK tasks for vocabulary and spelling : [visual, auditory, kinesthetic] : teacher’s manual and answer key / by C. Wilson Anderson.	TX0000928731	5/13/1982
Educators Publishing Service, Inc.	Vocabulary builder. Bk. 1. By Austin M. Works.	RE0000555488	12/6/1991
Educators Publishing Service, Inc.	Vocabulary builder : bk. 2 / Austin M. Works.	TX0003895703	9/29/1994
Educators Publishing Service, Inc.	Vocabulary builder. Bk. 3. By Austin M. Works, author of renewable matter: Educators Publishing Service, Inc.	RE0000594107	3/23/1992


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Vocabulary builder. Bk. 4. By Austin M. Works, author of renewable matter: Educators Publishing Service, Inc.	RE0000594105	3/23/1992
Educators Publishing Service, Inc.	Vocabulary builder : bk. 5 / by Austin M. Works.	TX0003895601	9/29/1994
Educators Publishing Service, Inc.	Vocabulary builder. Bk. 5. By Austin M. Works, author of renewable matter: Educators Publishing Service, Inc.	RE0000594106	3/23/1992
Educators Publishing Service, Inc.	Vocabulary builder : bk. 5 : teacher's key / Austin M. Works.	TX0004129949	11/30/1995
Educators Publishing Service, Inc.	Vocabulary builder : bk. 6 / by Austin M. Works.	TX0003895598	9/29/1994
Educators Publishing Service, Inc.	Vocabulary builder. Bk. 6. By Austin M. Works, author of renewable matter: Educators Publishing Service, Inc.	RE0000594108	3/23/1992
Educators Publishing Service, Inc.	Vocabulary builder : bk. 7.	TX0003945782	11/21/1994
Educators Publishing Service, Inc.	Vocabulary builder. Bk. 7. By Austin M. Works, author of renewable matter: Educators Publishing Service, Inc.	RE0000594109	3/23/1992
Educators Publishing Service, Inc.	Vocabulary builder : book 1.	TX0001449264	6/25/1984
Educators Publishing Service, Inc.	Vocabulary builder : book 2.	TX0001375224	7/6/1984
Educators Publishing Service, Inc.	Vocabulary builder : book 4.	TX0001375223	7/6/1984
Educators Publishing Service, Inc.	Vocabulary builder ; book five [& six] / by Austin M. Works.	TX0000321073	8/8/1979
Educators Publishing Service	Vocabulary builder : book five / by Austin M. Works.	TX0001503599	1/25/1985
Educators Publishing Service, Inc.	Vocabulary builder : book four / by Austin M. Works.	TX0000406363	2/11/1980
Educators Publishing Service, Inc.	Vocabulary builder ; book one [& three] / by Austin M. Works.	TX0000321072	8/8/1979
Educators Publishing Service, Inc.	Vocabulary builder : book seven / by Austin M. Works.	TX0000406364	2/11/1980


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Vocabulary builder : book six / by Austin M. Works.	TX0001440544	11/5/1984
Educators Publishing Service, Inc.	Vocabulary builder : book three / by Austin M. Works.	TX0001364681	6/25/1984
Educators Publishing Service, Inc.	Vocabulary builder : book two / by Austin M. Works.	TX0000410503	2/11/1980
Educators Publishing Service, Inc.	Vocabulary from classical roots : B : teacher’s guide and answer key / Norma Fifer, Nancy Flowers.	TX0003091507	6/26/1991
Educators Publishing Service, Inc.	Vocabulary from classical roots, B : tests / Norma Fifer, Stephen Weislogel.	TX0005085641	11/16/1999
Educators Publishing Service, Inc.	Vocabulary from Classical roots : bk. A : teacher’s guide and answer key / Norma Fifer, Nancy Flowers.	TX0006180054	3/14/2005
Educators Publishing Service, Inc.	Vocabulary from classical roots : bk. A : tests / Norma Fifer, Stephen Weislogel.	TX0005093772	11/16/1999
Educators Publishing Service, Inc.	Vocabulary from Classical roots : bk. B : teacher’s guide and answer key / Norma Fifer, Nancy Flowers.	TX0006180052	3/14/2005
Educators Publishing Service, Inc.	Vocabulary from Classical roots : bk. C : teacher’s guide and answer key / Norma Fifer, Nancy Flowers.	TX0006180055	3/14/2005
Educators Publishing Service, Inc.	Vocabulary from classical roots : bk. C : tests / Norma Fifer, Stephen Weislogel.	TX0005093768	11/16/1999
Educators Publishing Service, Inc.	Vocabulary from Classical roots : bk. D : teacher’s guide and answer key / Norma Fifer, Nancy Flowers.	TX0006180053	3/14/2005
Educators Publishing Service, Inc.	Vocabulary from classical roots : bk. D : tests / Norma Fifer, Stephen Weislogel.	TX0005093771	11/16/1999
Educators Publishing Service, Inc.	Vocabulary from classical roots, book A answer key.	TX0006166577	3/14/2005
Educators Publishing Service, Inc.	Vocabulary from classical roots, book C answer key.	TX0006166576	3/14/2005
Educators Publishing Service, Inc.	Vocabulary from classical roots, book E answer key.	TX0006166578	3/4/2005


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Vocabulary from classical roots : C : teacher’s guide and answer key / Norma Fifer, Nancy Flowers.	TX0002759192	2/23/1990
Educators Publishing Service, Inc.	Vocabulary from classical roots, D / Norma Fifer, Nancy Flowers.	TX0003979275	1/23/1995
Educators Publishing Service, Inc.	Vocabulary from classical roots : E / Norma Fifer, Nancy Flowers.	TX0003872481	6/23/1994
Educators Publishing Service, Inc.	Vocabulary from classical roots : E : teacher’s guide and answer key / Norma Fifer, Nancy Flowers.	TX0004048753	5/30/1995
Educators Publishing Service, Inc.	Vocabulary from classical roots E : tests / Norma Fifer, Stephen Weislogel.	TX0005089410	11/16/1999
Educators Publishing Service, Inc.	Vocabulary from classical roots / Norma Fifer, Nancy Flowers.	TX0005563739	6/17/2002
Educators Publishing Service, Inc.	Vocabulary from classical roots / Norma Fifer, Nancy Flowers.	TX0003407946	9/18/1992
Educators Publishing Service, Inc.	Wally Walrus / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005989447	6/21/2004
Educators Publishing Service, Inc.	Well-told tales : distinguished children’s books with activities for reading and language development / Carolyn Henderson.	TX0003558440	5/25/1993
Educators Publishing Service, Inc.	Winston grammar program : basic level : student’s workbook / Paul R. Erwin.	TX0003282007	3/30/1992
Educators Publishing Service, Inc.	Witty word play / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger.	TX0005989451	6/21/2004
Educators Publishing Service, Inc.	Word elements : how they work together / by Alan W. Riese and Herbert J. LaSalle.	TX0004084032	8/11/1995
Educators Publishing Service, Inc.	Word elements--how they work together / by Alan W. Riese and Herbert J. LaSalle.	TX0000929560	5/13/1982
Educators Publishing Service, Inc.	Word elements : how they work together : teacher’s manual / by Alan W. Riese and Herbert J. LaSalle.	TX0001037216	1/12/1983


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Wordly wise 3000 : bk. 1 / Kenneth Hodkinson, Sandra Adams.	TX0004504193	3/7/1997
Educators Publishing Service, Inc.	Wordly wise 3000 : bk. 3 / Kenneth Hodkinson, Sandra Adams.	TX0004236757	3/15/1996
Educators Publishing Service, Inc.	Wordly wise 3000 : bk. 3 / Kenneth Hodkinson, Sandra Adams.	TX0004504194	3/7/1997
Educators Publishing Service, Inc.	Wordly wise 3000 : bk. 4 / Kenneth Hodkinson, Sandra Adams.	TX0004217315	3/15/1996
Educators Publishing Service, Inc.	Wordly wise 3000 : bk. 4 / Kenneth Hodkinson, Sandra Adams.	TX0004493517	3/7/1997
Educators Publishing Service, Inc.	Wordly wise 3000 : bk. 7 / Kenneth Hodkinson, Sandra Adams.	TX0005364311	4/13/2001
Educators Publishing Service, Inc.	Wordly wise 3000 : bk. 8 / Kenneth Hodkinson, Sandra Adams.	TX0005364312	4/13/2001
Educators Publishing Service, Inc.	Wordly wise 3000 : bk. 9 / Kenneth Hodkinson, Sandra Adams.	TX0005370821	4/13/2001
Educators Publishing Service, Inc.	Wordly wise 3000 : bk. A / by Kenneth Hodkinson and Sandra Adams.	TX0005370832	4/13/2001
Educators Publishing Service, Inc.	Wordly wise 3000 : vocabulary workbooks for grades 4-12, sample lessons for grades 4-8 / Kenneth Hodkinson, Sandra Adams.	TX0004772045	4/10/1998
Educators Publishing Service, Inc.	Wordly wise. Bk. 1-2. By Kenneth Hodkinson and Joseph Ornato.	RE0000701594	4/10/1995
Educators Publishing Service, Inc.	Wordly wise : bk. 1 / Kenneth Hodkinson & Joseph G. Ornato.	TX0003952634	12/8/1994
Educators Publishing Service, Inc.	Wordly wise : book 1 [& 2] : teacher’s key / by Kenneth Hodkinson & Joseph G. Ornato.	TX0000321074	8/2/1979
Educators Publishing Service, Inc.	Wordly wise : book 1, [4 & 6] / Kenneth Hodkinson & Joseph G. Ornato.	TX0001210393	10/6/1983
Educators Publishing Service, Inc.	Wordly wise : book 2.	TX0001315805	4/4/1984
Educators Publishing Service, Inc.	Wordly wise : book 3.	TX0001315806	4/4/1984


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Wordly wise : book 5 / Kenneth Hodkinson & Joseph G. Ornato.	TX0001232317	9/2/1983
Educators Publishing Service	Wordly wise : book 8 / Kenneth Hodkinson.	TX0001457946	9/2/1983
Educators Publishing Service, Inc.	Wordly wise : book 8 / Kenneth Hodkinson.	TX0000250249	4/16/1979
Educators Publishing Service, Inc.	Wordly wise : book 9.	TX0001481826	9/2/1983
Educators Publishing Service, Inc.	Wordly wise : book 9 / Kenneth Hodkinson.	TX0000379638	12/6/1979
Educators Publishing Service, Inc.	Wordly wise : book A[-C] : answer key / Kenneth Hodkinson.	TX0000859475	2/23/1982
Educators Publishing Service, Inc.	Wordly wise : book A[-C] / Kenneth Hodkinson.	TX0000813520	9/9/1981
Educators Publishing Service, Inc.	Wordly wise books / [book [1-7] Kenneth Hodkinson & [book 1-4] Joseph G. Ornato.	TX0000168804	12/26/1978
Educators Publishing Service	Wordly wise readers : series A, book 1 [-6] / Kenneth Hodkinson ; [ill. and cover design by Dana Franzen]	TX0001531206	1/25/1985
Educators Publishing Service	Wordly wise readers : workbook A / Kenneth Hodkinson ; [ill. and cover design by Dana Franzen].	TX0001503601	1/25/1985
Educators Publishing Service	Wordly wise reading : bk. 1-2, with writing and comprehension exercises / Kenneth Hodkinson.	TX0002707215	12/13/1989
Educators Publishing Service, Inc.	Wordly wise teacher’s key : bk. 5 / Kenneth Hodkinson.	TX0004446503	12/16/1996
Educators Publishing Service, Inc.	Wordly wise : teacher’s key, book 3 / Kenneth Hodkinson & Joseph G. Ornato.	TX0000250248	4/16/1979
Educators Publishing Service, Inc.	Wordly wise : teacher’s key, book 4 / Kenneth Hodkinson & Joseph G. Ornato.	TX0000250247	4/16/1979
Educators Publishing Service, Inc.	Wordly wise : teacher’s key, book 5 / Kenneth Hodkinson.	TX0000250246	4/16/1979


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Wordly wise : teacher’s key, book 6 / Kenneth Hodkinson.	TX0000231865	4/16/1979
Educators Publishing Service, Inc.	Wordly wise : teacher’s key, book 7 / Kenneth Hodkinson.	TX0000231864	4/16/1979
Educators Publishing Service, Inc.	Wordly wise : teacher’s key, book 8 / Kenneth Hodkinson.	TX0000231863	4/16/1979
Educators Publishing Service, Inc.	Words I use when I write : teacher's guide / by Alana Trisler and Patrice Howe Cardiel.	TX0006271527	11/22/2005
Educators Publishing Service, Inc.	Workbook of resource words for phonetic reading : bk. 3 / by C. Wilson Anderson.	TX0002077959	4/27/1987
Educators Publishing Service, Inc.	Workbook of resource words for phonetic reading : book 1[-2] / by C. Wilson Anderson.	TX0000584746	11/24/1980
Educators Publishing Service, Inc.	Worldly wise 3000 : bk. 1, Kenneth Hodkinson, Sandra Adams.	TX0004303546	5/22/1996
Educators Publishing Service, Inc.	Worldly wise 3000 : bk. 2 / Kenneth Hodkinson, Sandra Adams.	TX0004565025	4/10/1998
Educators Publishing Service, Inc.	Worldly wise 3000 / by Kenneth Hodkinson and Sandra Adams ; text ill. by Anne Lord ; cover art by Carol Maglitta.	TX0005445918	9/24/2001
Educators Publishing Service, Inc.	Worldly wise : bk. 9 / Kenneth Hodkinson.	TX0003100430	7/1/1991
Educators Publishing Service, Inc.	Write about me, write about my world : teacher’s guide / by Elsie S. Wilmerding.	TX0006008035	8/10/2004
Educators Publishing Service	Writing skills 1-2 / Diana Hanbury King.	TX0002707274	12/13/1989
Educators Publishing Service, Inc.	Writing skills 2 / Diana Hanbury King.	TX0004084040	8/11/1995
Educators Publishing Service, Inc.	Writing skills : bk. 1 / Diana Hanbury King.	TX0006011206	8/10/2004
Educators Publishing Service, Inc.	Writing skills for the adolescent / Diana Hanbury King.	TX0001681558	10/25/1985
Educators Publishing Service, Inc.	Writing with a point / Ann Harper, Jeanne B. Stephens.	TX0003979277	1/23/1995


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Writing with a point / Ann Harper, Jeanne B. Stephens.	TX0002072303	4/27/1987
Educators Publishing Service, Inc.	Written basic English for dyslexic students : transition to the classroom / Marietta Laing Biddle.	TX0004748814	4/10/1998
Educators Publishing Services, Inc.	Attack math teacher’s resource book / Carole Greenes, Linda Schulman, Rika Spungin, George Immerzeel.	TX0005358305	4/13/2001
Educators Publishing Services, Inc.	Beyond the code : bk. 1 / Nancy M. Hall.	TX0005358310	4/13/2001
Educators Publishing Services, Inc.	Beyond the code : comprehension and reasoning skills : bk. 4 / Nancy M. Hall ; illustrated by Hugh Price an Alan Price.	TX0005504580	4/9/2002
Educators Publishing Services, Inc.	Bookwise : a literature guide, roll of thunder, hear my cry / Anita Moss.	TX0005358318	4/13/2001
Educators Publishing Services, Inc.	Bookwise : a literature guide, stone fox / Edith Baxter.	TX0005358317	4/13/2001
Educators Publishing Services, Inc.	Bookwise : a literature guide, the witch of Blackbird Pond / Molly Flender & Sonia Landes.	TX0005358311	4/13/2001
Educators Publishing Services, Inc.	Bookwise : a literature guide, tuck everlasting / Molly Flender & Sonia Landes.	TX0005358314	4/13/2001
Educators Publishing Services, Inc.	Dyslexia training program : schedule 1 student's book / Patricia Bailey Beckham, Marietta Laing Biddle.	TX0005358315	4/13/2001
Educators Publishing Services, Inc.	Multi-sensory approach to language arts, book 2 : teaching manual	TX0005358308	4/13/2001
Educators Publishing Services, Inc.	Stepping stones : a path to critical thinking : bk. 2 / Vera Schneider ; illustrated by Ruth Linstromberg.	TX0005504581	4/9/2002
Educators Publishing Services, Inc.	Story notebook : a writer’s workshop organizer, bk. 2 / Karen L. Smith.	TX0005358316	4/13/2001
Educators Publishing Services, Inc.	Thinking about Mac and Tab : primary phonics comprehension workbook 5 / by Karen L. Smith.	TX0005358307	4/13/2001


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Services, Inc.	Voculary builder : bk. 1 / Austin M. Works.	TX0003895590	9/29/1994
Educators Publishing Services, Inc.	Voculary builder : bk. 3 / Austin M. Works.	TX0003895591	9/29/1994
Educators Publishing Services, Inc.	Voculary builder : bk. 4 / Austin M. Works.	TX0003895589	9/29/1994
Educators Publishing Service, a division of School Specialty, Inc.	Primary Phonics Intervention Guide Levels 1-6.	TX0007039394	8/31/2009
Educators Publishing Service, a division of School Specialty, Inc.	Primary Phonics Teacher’s Guide 1-2-3.	TX0007039363	8/31/2009
Educators Publishing Service, a division of School Specialty, Inc.	Primary Phonics Teacher’s Guide 4-5-6.	TX0007039405	8/31/2009
Educators Publishng Services, Inc.	Explode the code 5	TX0003700928	12/17/1993
Educators Publishing Service	Screening Tests for identifying Children with Specific Language Disability: Teacher’s Manual	A 135391	1970
Educators Publishing Service	Screening Tests for identifying Children with Specific Language Disability (Form A)	A 146679	1970
Educators Publishing Service	Screening Tests for identifying Children with Specific Language Disability (Form A, B, C)	A 146681	1970
Educators Publishing Service	Screening Tests for identifying Children with Specific Language Disability (Form B and C)	A 176670	1970
Educators Publishing Service	Screening Tests for identifying Children with Specific Language Disability: Teacher’s Manual	A 208864	1971
Educators Publishing Service	A First Course in Phonic Reading Teacher’s Manual	A 221464	1971
Educators Publishing Service	Second English Review	A 288862	1971
Educators Publishing Service	A Second Course in Phonic Reading Book 1 and Teacher’s Manual	A 301523	1971
Educators Publishing Service	A First Course in Phonic Reading	A 301524	1971
Educators Publishing Service	A First Course in Phonic Reading	A 390375	1972


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	First English Review	A 390378	1972
Educators Publishing Service	First English Review	A 576535	1962
Educators Publishing Service	Word Attack Manual and Test Booklet	A 576558	1962
Educators Publishing Service	Junior English review Exercises Book II	A 576560	1960
Educators Publishing Service	Second English Review	A 592196	1962
Educators Publishing Service	College Entrance Review in English Aptitude, Supplement	A 593201	1947
Educators Publishing Service	College Entrance Review in English Aptitude	A 600551	1962
Educators Publishing Service	Composition Book 2	A 624005	1963
Educators Publishing Service	Composition Book 1	A 624007	1963
Educators Publishing Service	A First Course in Remedial Reading (Student Workbook and TM)	A 631830	1963
Educators Publishing Service	Junior English Review Exercises Book I	A 656806	1963
Educators Publishing Service	College Entrance Review in English Aptitude	A 669316	1975
Educators Publishing Service	Basic Language Principles with Language Background	A 680788	1964
Educators Publishing Service	First English Review	A 718331	1964
Educators Publishing Service	Second English Review	A 718332	1964
Educators Publishing Service	A Second Course in Phonetic Reading Book 1	A 722585	1964
Educators Publishing Service	A Second Course in Phonetic Reading	A 722586	1964
Educators Publishing Service	A First Course in Phonic Reading and Teacher’s Manual	A 788984	1965
Educators Publishing Service	A Childs Spelling System: The Rules	A 792458	1965
Educators Publishing Service	Structures and Techniques: Remedial Language Training	A 79987	1969


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service	Screening Tests for Identifying Children with Specific Language Disability (Form A, B, and C, and Teacher’s Manual)	A 811863	1966
Educators Publishing Service	Junior English Review	A 823303	1965
Educators Publishing Service	Mac	A 847404	1966
Educators Publishing Service	Ted	A 847409	1966
Educators Publishing Service	The Wig	A 847410	1966
Educators Publishing Service	Teacher’s guide Senior English Review Exercises	A 866656	1966
Educators Publishing Service	Solving Language Difficulties	A 875 259	1966
Educators Publishing Service	Screening Tests for Identifying Children with Specific Language Disability: Teacher’s Manual	A 896 250	1967
Educators Publishing Service	Preparing the Research Paper	A 935 498	1967
Educators Publishing Service	Alphabetic Phonics: Structures and Procedures, Coding and Terminology, Formulas for Diving Words into Syllables, Formulas for Spelling Words	A 935500	1967
Educators Publishing Service	Alphabetic Phonics Workbook1	A 935502	1927
Educators Publishing Service	Alphabetic Phonics Alphabet Cards	A 942771	1967
Educators Publishing Service	Wordly Wise Book 1 and 2	A 950553	1967
Ann Staman	Handprints : an early reading program : book C	TX0005320058	11/7/2000
Barbara W. Maker and Sons, Inc., revisions: Educators Publishing Service, Inc., employer for hire	More primary phonics storybooks : bk 1-10	TX0004523410	1/2/1997
Barbara W. Maker and Sons, Inc., rev materials: Educators Publishing Service, Inc., employer for hire	Primary Phonics Set 4	TX0004756906	4/10/1998
Educators Publishing Service, Inc.	Vocabulary from classical roots : bk. 5	TX0006320456	1/6/2006
Educators Publishing Service, Inc.	Vocabulary from classical roots : bk. 5 : teacher’s guide and answer key	TX0006320457	1/6/2006


*Claimant*	*Title*	*Reg Number*	*Reg Date*
Educators Publishing Service, Inc.	Vocabulary from classical roots : bk. 6	TX0006320458	1/6/2006
Educators Publishing Service, Inc.	Phonics plus C : reteach and practice differentiated instruction guide	TX0006320459	1/6/2006
Education Publishing Service	SPIRE level 6 word cards	TX0006409208	6/30/2006
Educators Publishing Service	Phonics plus K	TX0006320455	1/6/2006
Ann Staman	Handprints teacher’s guide for book A	TX0005144929	2/14/2000
Ann Staman	Handprints, book A	TX0005144930	2/14/2000
Ann Staman	Handprints storybook B	TX0005155890	2/14/2000
Ann Staman	Handprints : bk. B: an early reading program	TX0005169444	3/14/2000
Ann Staman	Handprints : storybooks C, set 1	TX0005266984	4/20/2000
Ann Staman	Handprints : an early reading program : teacher’s guide for book C	TX0005253117	12/26/2000
Ann Staman	Handprints : an early reading program : teacher’s guide for storybooks B	TX0005266879	4/20/2000
Ann Staman	Handprints : an early reading program : teacher’s guide for book B	TX0005266880	4/20/2000
Ann Staman	Handprints : an early reading program, set 2	TX0005375592	4/13/2001
Ann Staman	Handprints: an early reading program, storybooks D, set 1	TX0005613024	9/9/2002
Ann Staman	Handprints : an early reading program, teacher’s guide for storybooks C, set .	TX0005309367	11/7/2000
Ann Staman	Handprints : an early reading program :bk. D.	TX0005504579	4/9/2002
Ann Staman	Handprints : an early reading program : storybooks B, set 2	TX0006123207	3/4/2005
Ann Staman	Handprints: Storybooks A, Set 3	TX0006829408	9/28/2007
Ann Staman	Handprints: Storybooks B, Sets 3	TX0006829409	9/28/2007

FREY SCIENTIFIC


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Frey Scientific Company	Frey Scientific Company : [catalog] : high school and college science materials.	TX0000446751	4/4/1980
Frey Scientific Company	Frey Scientific Company : [catalog] : high school and college science materials.	TX0000228899	4/16/1979
Frey Scientific Company	Leaves of North America.	TX0002020336	1/16/1987
Frey Scientific Company	Optical illusion.	TXu000476194	4/8/1991
Frey Scientific Company	Periodic table and atomic data.	TX0001410039	7/30/1984
Frey Scientific Company	Periodic table and atomic data : with illustrated text of nuclear terms.	TX0000685984	5/11/1981
Frey Scientific Company	Profile map showing oceanic features.	TX0003146858	4/18/1991
Frey Scientific Company, Inc.	Animal tissues : structure of skin, bone, muscle, and nerve.	TX0000770919	8/31/1981
Frey Scientific Company, Inc.	Bacteria and virus : structure of bacteria and virus.	TX0000770922	8/31/1981
Frey Scientific Company, Inc.	DNA--the basis of life : structure and nature of hereditary material.	TX0000770921	8/31/1981
Frey Scientific Company, Inc.	Ecology : carbon and nitrogen cycles.	TX0000770923	8/31/1981
Frey Scientific Company, Inc.	Evolution : four elements of modern synthetic theory.	TX0000770913	8/31/1981
Frey Scientific Company, Inc.	Frey biology charts : origin, composition, and evolution of living matter : [no.] 1.	TX0000770912	8/31/1981
Frey Scientific Company, Inc.	Frey Scientific Company : [catalog] : high school and college science materials.	TX0001555051 TX0001552319 TX0001555048	4/5/1985 4/5/1985 4/5/1985
Frey Scientific Company, Inc.	Frey Scientific Company : [catalog] : high school and college science materials.	TX0001289581 TX0001289583	2/24/1984 2/24/1984


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Frey Scientific Company, Inc.	Frey Scientific Company : [catalog] : high school and college science materials.	TX0001089635 TX0001089718	3/25/1983 3/25/1983
Frey Scientific Company, Inc.	Frey Scientific Company : [catalog] : high school and college science materials.	TX0000947371 TX0000926359	3/18/1982 3/18/1982
Frey Scientific Company, Inc.	Frey Scientific Company : [catalog] : high school and college science materials.	TX0000651650 TX0000657272	3/16/81 3/3/81
Frey Scientific Company	Frey Scientific Company elementary science : catalog no. 384.	TX0001473941	3/22/1984
Frey Scientific Company, Inc.	Generalized cell : structure of a typical cell.	TX0000770914	8/31/1981
Frey Scientific Company, Inc.	Meiosis : sexual reproduction of cells.	TX0000770916	8/31/1981
Frey Scientific Company, Inc.	Mitosis : asexual reproduction of cells.	TX0000770915	8/31/1981
Frey Scientific Company, Inc.	Monohybrid cross : Mendel's classic pea plant cross.	TX0000770920	8/31/1981
Frey Scientific Company, Inc.	Photosynthesis : cyclic and noncyclic light reaction and carbon fixation.	TX0000770917	8/31/1981
Frey Scientific Company, Inc.	Plant tissues : structure of leaf, stem, and root.	TX0000770918	8/31/1981

HAMMOND & STEPHENS


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Hammond & Stephens Company	Hammond & Stephens Company--Agriculture award : Agriculture award.	VA0000171217	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Art award : Art award.	VA0000171239	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Athletic award : Athletic award.	VA0000171232	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Attendance award : Attendance award.	VA0000171225	11/5/1984


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Hammond & Stephens Company	Hammond & Stephens Company--Band award : Band award.	VA0000171233	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Business award : Business award.	VA0000171224	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Cheerleading award : Cheerleading award.	VA0000171226	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Choir award : Choir award.	VA0000171218	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Citizenship award : Citizenship award.	VA0000171240	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Computer award : Computer award.	VA0000171241	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Dance award : Dance award.	VA0000171242	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Debate award : Debate award.	VA0000171219	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Drama award : Drama award.	VA0000171237	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Driver education award : Driver education award.	VA0000171236	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Foreign language award : Foreign language award.	VA0000171235	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Gymnastics award : Gymnastics award.	VA0000171234	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Handwriting award : Handwriting award.	VA0000171238	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Health award : Health award.	VA0000171243	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Home economics award : Home economics award.	VA0000171244	11/5/1984


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Hammond & Stephens Company	Hammond & Stephens Company--Honor award : Honor award.	VA0000171245	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Honor roll award : Honor roll award.	VA0000171220	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Honor Society award : Honor Society award.	VA0000171221	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Industrial arts award : Industrial arts award.	VA0000171246	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Journalism award : Journalism award.	VA0000171247	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Language arts award : Language arts award.	VA0000171248	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Mathematics award : Mathematics award.	VA0000171249	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Outstanding achievement award : Outstanding achievement award.	VA0000171222	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Physical education award : Physical education award.	VA0000171250	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Principal award : Principal award.	VA0000171223	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Reading award : Reading award.	VA0000171251	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Safety award : Safety award.	VA0000171227	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Science award : Science award.	VA0000171228	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Social studies award : Social studies award.	VA0000171229	11/5/1984


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Hammond & Stephens Company	Hammond & Stephens Company--Spelling award : Spelling award.	VA0000171230	11/5/1984
Hammond & Stephens Company	Hammond & Stephens Company--Student Council award : Student Council award.	VA0000171231	11/5/1984
Hammond & Stephens Company	S.C.O.B.I. program for lesson planning : Lesson planning.	TX0001544708	3/15/1985

NEO/SCI


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Neosci Corporation	IntelPlay QX3 computer microscope, school edition : curriculum guide.	TX0005663722	10/25/2002

PREMIER AGENDAS, INC.


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Premier Agendas, Inc.	Discover book log.	TX0005691112	2/26/2003
Premier Agendas, Inc.	2003 family in focus calendar.	TX0005691113	2/26/2003
Premier Agendas, Inc.	94/95.	TX0004485973	8/29/1996
Premier Agendas, Inc.	Academic 2001/2002 : student planner.	TX0005579875	6/21/2002
Premier Agendas, Inc.	Agenda 1994/1995.	TX0004485971	8/29/1996
Premier Agendas, Inc.	Agenda program manual for educators to help maximize school effectiveness.	TX0004962448	4/12/1999
Premier Agendas, Inc.	American High School student handbook 2001-2002.	TX0005579851	6/21/2002
Premier Agendas, Inc.	American middle school student handbook, 2001-2002.	TX0005575743	6/21/2002
Premier Agendas, Inc.	Building character.	TX0005578425	6/21/2002
Premier Agendas, Inc.	Building Good Character.	TX0007232365	9/24/2008


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Premier Agendas, Inc.	Catholic Resource Supplement- Elementary.	TX0007232569	10/7/2008
Premier Agendas, Inc.	Catholic Resource Supplement- Middle and High School.	TX0007219036	9/24/2008
Premier Agendas, Inc.	Central High School school agenda ‘93-94.	TX0004346836	8/29/1996
Premier Agendas, Inc.	Conflict resolution.	TX0005706279	2/26/2003
Premier Agendas, Inc.	D. Russell Parks Junior High School : student handbook ‘90-‘91 : sample : Premier middle school reminder ‘90-‘91.	TX0004485975	8/29/1996
Premier Agendas, Inc.	Destination--character / material written by Ann C. Dotson & Karen D. Wisont.	TX0005579855	6/21/2002
Betty Ford Center, Premier Agendas, Inc.	Drug and Alcohol Prevention.	TX0007232377	9/24/2008
Premier Agendas, Inc.	Elementary Study Skills and Test Preparation.	TX0007232280	9/24/2008
Premier Agendas, Inc.	Enter the Premier circle of success and develop a community of learners : Premier school agenda.	TX0004485974	8/29/1996
Premier Agendas, Inc.	Eudora Senior High School : Premier School Agendas ‘92-93.	TX0004360229	8/29/1996
Premier Agendas, Inc.	Fiesta Lincoln-Mercury auto agenda ‘96.	TX0004482039	8/29/1996
Premier Agendas, Inc.	Financial Planning.	TX0007232283	9/24/2008
Premier Agendas, Inc.	Franklin collegiate events planner/agenda.	TX0005123385	1/11/2000
Premier Agendas, Inc.	Franklin compass agenda : 1998/99.	TX0004962461	4/12/1999
Premier Agendas, Inc.	George Washington Carver Magnet School : student handbook 93-94.	TX0004485972	8/29/1996
Premier Agendas, Inc.	Health and Wellness.	TX0007146365	9/30/2008
Premier Agendas, Inc.	If I plan to learn, I must learn to plan.	TX0004797072	6/12/1998
Premier Agendas, Inc.	Journeying in our faith.	TX0005837200	6/21/2003


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Premier Agendas, Inc.	Kaimuki High School student handbook 2001-2002.	TX0005811847	6/21/2003
Premier Agendas, Inc.	Lincoln Elementary School student handbook, 2002-2003.	TX0005575742	6/21/2002
Premier Agendas, Inc.	Loda Grade School student handbook, 2001-2002.	TX0005575747	6/21/2002
Premier Agendas, Inc.	Making Character Count.	TX0007144213	9/30/2008
Premier Agendas, Inc.	My journal.	TX0004791781	6/12/1998
Premier Agendas, Inc.	My journal.	TX0004346838	8/29/1996
Premier Agendas, Inc.	Online Safety.	TX0007146220	9/30/2008
Premier Agendas, Inc.	Personal planning & study resource guide.	TX0004341561	7/15/1996
Premier Agendas, Inc.	Plan for success 2002-2003 planner.	TX0005579866	6/21/2002
Premier Agendas, Inc., The College Board	Premier Agenda for CollegeEd - Freshman Edition 2008-2009.	TX0007215645	10/24/2008
The College Board, Premier Agendas Inc.	Premier Agenda for CollegeEd - Middle School Edition 2008-2009.	TX0007224294	11/3/2008
The College Board, Premier Agendas Inc.,	Premier Agenda for CollegeEd - Senior Edition 2008-2009.	TX0007201590	10/16/2008
The College Board, Premier Agendas Inc.	Premier Agenda for CollegeEd Sophomore Edition 2008-2009.	TX0007161603	10/16/2008
Premier Agendas, Inc.	Premier auto agenda.	TX0004482038	8/29/1996
Premier Agendas, Inc.	Premier Bilingual Spanish-English Agenda Middle Level Edition 2008-2009.	TX0007190057	9/12/2008
Premier Agendas, Inc.	Premier binder reminder, 1994-1995.	TX0004346839	8/29/1996
Premier Agendas, Inc.	Premier binder reminder ‘90-91.	TX0003745173	6/17/1994
Premier Agendas, Inc.	Premier binder reminder 91/92.	TX0003745067	4/26/1994
Premier Agendas, Inc.	Premier Character Development Agenda Elementary Edition 2008-2009.	TX0007233192	10/6/2008


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Premier Agendas, Inc.	Premier Character Development Agenda - Primary Edition 2008-2009.	TX0007234888	10/7/2008
Premier Agendas, Inc.	Premier compass agenda, 2000-2001.	TX0005241010	7/5/2000
Premier Agendas, Inc	Premier compass agenda : PCA : millennium : agenda 1999-2000.	TX0005126817	1/11/2000
Premier Agendas, Inc.	Premier Compass Planner 2008-2009.	TX0007161589	10/10/2008
Premier Agendas, Inc.	Premier discover agenda.	TX0005579838	6/21/2002
Premier Agendas, Inc.	Premier discover agenda, 2002-03.	TX0005575744	6/21/2002
Premier Agendas, Inc.	Premier discover agenda, 2002-03.	TX0005575746	6/21/2002
Premier Agendas, Inc.	Premier discover agenda, 2002-03.	TX0005914302	2/13/2004
Premier Agendas, Inc.	Premier Early Learning Agenda.	TX0007187707	9/30/2008
Premier Agendas, Inc.	Premier elementary agenda 1996-1997.	TX0004346837	8/29/1996
Premier Agendas, Inc.	Premier elementary agenda, 1998-1999.	TX0004960012	4/12/1999
Premier Agendas, Inc.	Premier elementary agenda, 2000-2001.	TX0005241011	7/5/2000
Premier Agendas, Inc.	Premier elementary agenda, 2001-2002.	TX0005420297	7/27/2001
Premier Agendas, Inc.	Premier Elementary Agenda : class act : 1997-1998.	TX0004791748	6/12/1998
Premier Agendas, Inc.	Premier elementary level agenda.	TX0005125329	1/11/2000
Premier Agendas, Inc.	Premier Faith and Life Agenda Elementary Edition 2008-2009.	TX0007252989	10/7/2008
Premier Agendas, Inc.	Premier Faith and Life Agenda High School Edition, 2008-2009.	TX0007135172	10/10/2008
Premier Agendas, Inc.	Premier Faith and Life Agenda Middle Level Edition 2008-2009.	TX0007207637	10/2/2008
Premier Agendas, Inc.	Premier Foundations Agenda - Elementary Edition 2008-2009.	TX0007189233	9/30/2008
Premier Agendas, Inc.	Premier Foundations Agenda - High School Edition, 2008-2009.	TX0007224016	10/7/2008


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Premier Agendas, Inc.	Premier Foundations Agenda Middle School 2008-2009.	TX0007189266	9/30/2008
Premier Agendas, Inc.	Premier Foundations Agenda - Primary Edition 2008-2009.	TX0007219308	10/24/2008
Premier Agendas, Inc.	Premier Health and Wellness Agenda - Elementary Edition 2008-2009.	TX0007221680	11/28/2008
Premier Agendas, Inc.	Premier Kaplan Test Prep Agenda 2008-2009.	TX0007261150	11/24/2008
Premier Agendas, Inc.	Premier Legacy Educator Planner 2008-2009.	TX0007189189	9/30/2008
Premier Agendas, Inc.	Premier middle level agenda.	TX0005125327	1/11/2000
Premier Agendas, Inc.	Premier middle level agenda, 1998-1999.	TX0004960011	4/12/1999
Premier Agendas, Inc.	Premier middle level agenda, 2000-2001.	TX0005241013	7/5/2000
Premier Agendas, Inc.	Premier middle level agenda, 2001-2002.	TX0005420295	7/27/2001
Premier Agendas, Inc.	Premier middle level plan-it, 2001-2002.	TX0005420296	7/27/2001
Premier Agendas, Inc.	Premier middle level plan-it, 2002-2003.	TX0005900935	6/21/2002
Premier Agendas, Inc.	Premier middle school reminder ’91-92.	TX0003745175	6/17/1994
Premier Agendas, Inc.	Premier Plan-It.	TX0005575745	6/21/2002
Premier Agendas, Inc.	Premier Plan-it 1996.	TX0004360227	8/29/1996
Premier Agendas, Inc.	Premier plan-it : agenda 2001-2002.	TX0005420316	7/27/2001
Premier Agendas, Inc.	Premier primary agenda, 2000-2001.	TX0005241014	7/5/2000
Premier Agendas, Inc.	Premier primary journal.	TX0005125328	1/11/2000
Premier Agendas, Inc.	Premier primary journal, 1998-1999.	TX0004960010	4/12/1999
Premier Agendas, Inc.	Premier primary journal, 2001-2002.	TX0005420294	7/27/2001
Premier Agendas, Inc.	Premier school agenda 1995/96.	TX0004485977	8/29/1996
Premier Agendas, Inc.	Premier school agenda 1995/96.	TX0004486867	8/29/1996


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Premier Agendas, Inc.	Premier School Agenda, 1996/97.	TX0004360228	8/29/1996
Premier Agendas, Inc.	Premier school agenda 1996/97.	TX0004485978	8/29/1996
Premier Agendas, Inc.	Premier School Agenda, 1998-1999.	TX0004962462	4/12/1999
Premier Agendas, Inc.	Premier school agenda, 2000-2001.	TX0005240771	7/5/2000
Premier Agendas, Inc.	Premier school agenda 88/89.	TX0003745064	4/26/1994
Premier Agendas, Inc.	Premier school agenda 89/90.	TX0003745065	4/26/1994
Premier Agendas, Inc.	Premier school agenda 90/91.	TX0003745066	4/26/1994
Premier Agendas, Inc.	Premier school agenda 92/93.	TX0003745068	4/26/1994
Premier Agendas, Inc.	Premier school agenda 93/94.	TX0003745069	4/26/1994
Premier Agendas, Inc.	Premier school agendas.	TX0005123384	1/11/2000
Premier Agendas, Inc.	Premier School Agendas.	TX0004791749	6/12/1998
Premier Agendas, Inc.	Premier School Agendas.	TX0004797071	6/12/1998
Premier Agendas, Inc.	Premier School Agendas 1996-1997.	TX0004485976	8/29/1996
Premier Agendas Inc.	Premier Spanish/English Bilingual Agenda Elementary Edition 2008-2009.	TX0007189331	9/30/2008
Premier Agendas Inc.	Premier Spanish/English Bilingual Agenda Primary Edition 2008-2009.	TX0007189306	9/30/2008
Premier Agendas Inc.	Premier TimeTracker Agenda - Elementary Edition 2008-2009.	TX0007173009	10/31/2008
Premier Agendas Inc.	Premier TimeTracker Agenda High School Edition 2008-2009.	TX0007156686	10/8/2008
Premier Agendas Inc.	Premier TimeTracker Agenda- Middle Level Edition 2008-2009.	TX0007207395	10/9/2008
Premier Agendas Inc.	Premier TimeTracker Agenda Primary Edition 2008-2009.	TX0007189874	9/30/2008
Premier Agendas, Inc.	Premiere compass : agenda 2001-2002.	TX0005420318	7/27/2001
Premier Agendas, Inc.	Premiere discover agenda.	TX0005580041	6/21/2002
Premier Agendas, Inc.	Premiere school agenda 2001-2002.	TX0005420317	7/27/2001


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Premier Agendas, Inc.	School agenda 85/86.	TX0003745061	4/26/1994
Premier Agendas, Inc.	School agenda 86/87.	TX0003745062	4/26/1994
Premier Agendas, Inc.	School Smart Agenda - Middle Level Edition 2008-2009.	TX0007149089	10/9/2008
Premier Agendas, Inc.	School Smart Agenda Primary Edition 2008 - 2009.	TX0007189829	9/12/2008
Premier Agendas Inc.	Stand Up ... Against Bullying!	TX0007146378	9/30/2008
Premier Agendas Inc.	Stand Up! Speak Out!	TX0007144224	9/30/2008
Premier Agendas, Inc.	Student handbook and student planning calendar 1992-1993.	TX0003745174	6/17/1994
Premier Agendas, Inc.	Student handbook study guide and assignment calendar, 1987-88.	TX0003745063	4/26/1994
Premier Agendas Inc.	Study Skills and Test Preparation.	TX0007139359	10/31/2008
Premier Agendas, Inc.	Summit survival guide.	TX0005704343	2/26/2003
Premier Agendas, Inc.	Taft Junior High School student handbook assignment organizer.	TX0003745176	6/17/1994
Premier Agendas Inc.	Take Action...Against Bullying!	TX0007159107	10/10/2008
Premier Agendas, Inc.	Tate High School : student handbook 91-92.	TX0004482036	8/29/1996
Premier Agendas, Inc.	Utah Association of Secondary School Principals.	TX0004094588	9/27/1995
Premier Agendas, Inc.	What is character? / Anne C. Dotson and Karen D. Wisont, 1963-.	TX0005241012	7/5/2000
Premier Agendas, Inc.	Premier Smart Pack.	TX0005567371	2/26/2003
Premier School Agendas, Inc.	Compass for Campus : facilitator guide.	TX0005122076	1/11/2000
Premier School Agendas, Ltd.	Premier elementary reminder 1989-90.	TX0004334250	7/15/1996
Premier School Agendas, Ltd	Premier elementary reminder ‘90-91.	TX0004334249	7/15/1996
Premier School Agendas, Ltd	Premier elementary reminder ‘91-92.	TX0004334248	7/15/1996
Premier School Agendas, Ltd.	Saltar’s point, Steilacoom, Premier School Agenda ‘92-93.	TX0004471116	7/15/1996

SAX ARTS & CRAFTS


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Sax Arts and Crafts	Sax Arts and Crafts	TX0000015409	2/13/1978

SCHOOL SPECIALTY, INC.


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
School Specialty, Inc.	Making Connections Audio Recordings Book 1.	SR0000675433	5/23/2011
School Specialty, Inc.	Making Connections Audio Recordings Book 2.	SR0000675442	5/23/2011
School Specialty, Inc.	Making Connections Audio Recordings Book 3.	SR0000675443	5/23/2011
School Specialty, Inc.	Making Connections Audio Recordings Book 4.	SR0000675444	5/23/2011
School Specialty, Inc.	Making Connections Audio Recordings Book 5.	SR0000675445	5/23/2011
School Specialty, Inc.	Making Connections Audio Recordings Book 6.	SR0000675441	5/23/2011
School Specialty, Inc.	MCI Progress-Monitoring Assessments: Maze Tests for Comprehension, Level Aqua.	TX0007262706	8/12/2010
School Specialty, Inc.	MCI Progress-Monitoring Assessments: Maze Tests for Comprehension, Level Crimson.	TX0007262688	8/12/2010
School Specialty, Inc.	MCI Progress-Monitoring Assessments: Maze Tests for Comprehension, Level Gold.	TX0007262704	8/12/2010
School Specialty, Inc., Transfer: By written agreement	Megawords 1, 2nd edition.	TX0007246501	8/16/2010
School Specialty, Inc., Transfer: By written agreement	Megawords 2, 2nd edition.	TX0007246491	8/16/2010


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
School Specialty, Inc., Transfer: By written agreement	Megawords 3, 2nd edition.	TX0007293223	8/16/2010
School Specialty, Inc., Transfer: By written agreement	Megawords 4, 2nd edition.	TX0007246289	8/16/2010
School Specialty, Inc., Transfer: By written agreement	Megawords 5, 2nd edition.	TX0007246486	8/16/2010
School Specialty, Inc., Transfer: By written agreement	Megawords 6, 2nd edition.	TX0007246051	8/16/2010
School Specialty, Inc., Transfer: By written agreement	Megawords 7, 2nd edition.	TX0007293320	8/16/2010
School Specialty, Inc., Transfer: By written agreement	Megawords 8, 2nd edition.	TX0007293235	8/16/2010
School Specialty, Inc., Transfer: By written agreement	Megawords Test Manual, 2nd edition.	TX0007293326	8/16/2010
School Specialty, Inc.	North Dakota: its place in region & 2 other titles.	V3418D016	6/23/1998
School Specialty, Inc.	North Dakota: its place in the region & 1 other title.	V3406D464	10/31/1997
School Specialty Supply, Inc.	Ad Astra : Kansas capitol dome sculpture 1992.	VA0000486477	11/4/1991
School Specialty Supply, Inc.	AD Astra; poster.	V3078P214	2/13/1995
ClassroomDirect.com, LLC	ClassroomDirect.com Web Site	TX0006125383	4/14/2005
School Specialty, Inc.	S.P.I.R.E. Teacher’s Guide Level 1		Pending
School Specialty, Inc.	S.P.I.R.E. Teacher’s Guide Level 4		Pending
School Specialty, Inc.	S.P.I.R.E. Teacher’s Guide Level 5		Pending
School Specialty, Inc.	S.P.I.R.E. Teacher’s Guide Level 6		Pending
School Specialty, Inc.	S.P.I.R.E. Teacher’s Guide Level 8		Pending
School Specialty, Inc.	S.P.I.R.E. Blackline Masters for Instruction and Assessment Level 1		Pending
School Specialty, Inc.	S.P.I.R.E. Blackline Masters for Instruction and Assessment Level 5	TX0007545764	4/23/2012


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
School Specialty, Inc.	S.P.I.R.E. Blackline Masters for Instruction and Assessment Level 6		Pending
School Specialty, Inc.	S.P.I.R.E. Blackline Masters for Instruction and Assessment Level 8	TX0007545773	4/23/2012
School Specialty, Inc.	S.P.I.R.E. Workbook Level 1		Pending
School Specialty, Inc.	S.P.I.R.E. Workbook Level 2		Pending
School Specialty, Inc.	S.P.I.R.E. Workbook Level 3		Pending
School Specialty, Inc.	S.P.I.R.E. Workbook Level 4	TX0007545781	4/23/2012
School Specialty, Inc.	S.P.I.R.E. Workbook Level 5	TX0007545782	4/23/2012
School Specialty, Inc.	S.P.I.R.E. Workbook Level 6	TX0007545750	4/23/2012
School Specialty, Inc.	S.P.I.R.E. Workbook Level 8	TX0007545779	4/23/2012
School Specialty, Inc.	S.P.I.R.E. Reader Level 1		Pending
School Specialty, Inc.	S.P.I.R.E. Reader Level 2		Pending
School Specialty, Inc.	S.P.I.R.E. Reader Level 3		Pending
School Specialty, Inc.	S.P.I.R.E. Reader Level 4		Pending
School Specialty, Inc.	S.P.I.R.E. Reader Level 5		Pending
School Specialty, Inc.	S.P.I.R.E. Reader Level 6		Pending
School Specialty, Inc.	S.P.I.R.E. Reader Level 7		Pending
School Specialty, Inc.	S.P.I.R.E. Reader Level 8		Pending
School Specialty, Inc.	S.P.I.R.E. Initial Placement Assessment		Pending
School Specialty, Inc.	S.P.I.R.E. Teacher’s Guide Level 2	TX0007561190	6/13/2012
School Specialty, Inc.	S.P.I.R.E. Teacher’s Guide Level 3	TX0007561196	6/13/2012
School Specialty, Inc.	S.P.I.R.E. Teacher’s Guide Level 7	TX0007561202	6/13/2012
School Specialty, Inc.	S.P.I.R.E. Blackline Masters for Instruction and Assessment Level 2	TX0007561188	6/13/2012
School Specialty, Inc.	S.P.I.R.E. Blackline Masters for Instruction and Assessment Level 3	TX0007561189	6/13/2012


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
School Specialty, Inc.	S.P.I.R.E. Blackline Masters for Instruction and Assessment Level 4	TX0007561187	6/13/2012
School Specialty, Inc.	S.P.I.R.E. Workbook Level 7	TX0007561206	6/13/2012
School Specialty, Inc.	S.P.I.R.E. Blackline Masters for Instruction and Assessment Level 7		Pending
School Specialty, Inc.	Content-Area Vocabulary Builder	TX0007561276	5/23/2011

SPEECH BIN


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Speech Bin, Inc.	Lilac : Lessons for inclusive language activities in the classroom / Gail Raymond & Aileen C. Lau-Dickinson.	TX0004450525	1/23/1997
Speech Bin, Inc.	Living skills for the brain-injured child & adolescent / Julie M. Buxton and Kelly B. Godfrey.	TX0005027304	8/9/1999
Speech Bin, Inc.	Plaid : Practical lessons for apraxia with illustrated drills / Brenda Dell Lark Whisonant ; Robert Whisonant, illustrator.	TX0004450530	1/23/1997
Speech Bin, Inc.	RAD : Remediation of articulation disorders : a pragmatic approach / Jan Bieniosek.	TX0004450526	1/23/1997
Speech Bin, Inc.	Sound connections : emerging rules for the young child : a phonological awareness, development, and remediation program / Jane C. Webb and Barbara Duckett.	TX0004450529	1/23/1997
the Speech Bin	Sounds plus s + r : Sounds plus sibilants.	TX0001895398	8/6/1986
the Speech Bin	Speech beans.	TX0001879656	8/7/1986
Speech Bin, Inc.	Stuttering : helping the disfluent preschool child / Julie A. Blonigen.	TX0004292208	5/22/1996


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Speech Bin, Inc.	Tips for teaching infants & toddlers : early intervention program / Carol Weil, Ellen D’Amato, Dorothy Benson, Fern Cagan.	TX0004730295	4/7/1998
Speech Bin, Inc.	TRAP : Testing & remediating auditory processing / Lynn V. Baron Berk.	TX0004693615	12/11/1997
Speech Bin, Inc.	Warmups & workouts : exercises for learning “r” / Jane Folk ; Sara Folk, illustrator.	TX0004292198	5/22/1996
the Speech Bin	Who gets on jets?	TX0001884107	8/7/1986
Speech Bin, Inc.	Workbook for memory skills / Beth M. Kennedy.	TX0004450527	1/23/1997
Speech Bin, Inc.	Workbook for verbal expression / Beth M. Kennedy.	TX0004292196	5/22/1996
Speech Bin, Inc.	Artic-pic : a show ‘n’ tell book about [r] ; Artic-pic : a show ‘n’ tell book about [s] / Denise Grigas.	TX0005027145	8/9/1999
Speech Bin, Inc.	Blonigen fluency program / Julie A. Blonigen.	TX0005375899	1/4/2001
Speech Bin, Inc.	Breakfast club : enhancing the communication ability of Alzheimer's patients.	PA0000865729	7/10/1997
Speech Bin, Inc.	Breakfast club : program training guide / Mary Jo Santo Pietro & Faerella Boczko.	TX0004562853	7/10/1997
Speech Bin, Inc.	COMFI scale : communication outcome measure of functional independence / Mary Jo Santo Pietro & Faerella Boczko.	TX0004562852	7/10/1997
Speech Bin, Inc.	Effective conversations--techniques for talking together / Darlene Lengel.	TX0004294307	5/20/1996
Speech Bin, Inc.	Effective listening / Darlene Lengel.	TX0005027144	8/9/1999
Speech Bin, Inc.	I can say R.	TX0005539440	5/21/2002
Speech Bin, Inc.	I can say S.	TX0005539439	5/21/2002


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Speech Bin, Inc.	Is the child really stuttering? : Questions & answers about preschool disfluency / Julie A. Blonigen.	TX0005377337	1/4/2001
Speech Bin, Inc.	MCLA : Measure of cognitive-linguistic abilities / Wendy J. Ellmo, Jill M. Graser, Elizabeth A. Krchnavek, Deborah B. Calabrese, Kimberly Hauck.	TX0004314064	5/20/1996
Speech Bin, Inc.	Paths : phonological awareness training and help for students / Jane Webb.	TX0005375900	1/4/2001
the Speech Bin, Inc.	Sound advice.	TX0002233302	9/14/1987
Speech-Bin, Inc.	Speech & language & voice & more / Julie A. Blonigen.	TX0005377149	1/4/2001
Speech-Bin, Inc.	Speechcrafts / Marcia French Gilmore ; Muriel French, illustrator.	TX0004298536	5/21/1996
Speech Bin, Inc.	Stepping up to fluency / Janice Pechter Ellis.	TX0005027146	8/9/1999
Speech Bin, Inc.	Take a chance / Gary J. Cooper.	TX0003740044	2/1/1994
Speech Bin, Inc.	What is auditory processing? / Susan Bell.	TX0003721616	2/1/1994
Speech Bin, Inc.	What is dementia? / Mary Jo Santo Pietro.	TX0005027090	8/9/1999

SPORTIME


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Select Service & Supply d.b.a Sportime International	Bean bag bears.	VAu000425885	3/5/1998
Select Service & Supply d.b.a Sportime International	Bean bag bunnies.	VA0000884346	10/21/1997
Select Service & Supply d.b.a Sportime International	Bean bag frogs.	VA0000875777	10/6/1997
Select Service & Supply d.b.a Sportime International	Bean bag gorillas.	VA0000875779	10/6/1997


*Claimant*	*Title*	*Reg. Number*	*Reg. Date*
Select Service & Supply d.b.a Sportime International	Bean bag hippo.	VA0000875780	10/6/1997
Select Service & Supply d.b.a Sportime International	Bean bag pig.	VA0000875778	10/6/1997
Select Service & Supply d.b.a Sportime International	Bean bag triceratops.	VAu000425884	3/5/1998
Select Service & Supply d.b.a Sportime International	Bean bag turtles.	VA0000908300	10/24/1997
Select Service & Supply d.b.a Sportime International	Bean bag tyrannosaurus.	VAu000425886	3/5/1998
Sportime, LLC	Hands-On basketball.	VA0000932992	6/12/1998

Schedule 4.19 – Ownership


Institutional Ownership		Held		S/O
1	Stadium Capital Management LLC		1,806,692		9.4	%
2	Robotti & Co., Inc.		1,647,290		8.6	%
3	Dimensional Fund Advisors, Inc.		1,440,434		7.5	%
4	LaGrange Capital Management LLC		1,275,861		6.7	%
5	Metropolitan West Capital Management LLC		1,262,238		6.6	%
6	Lee Munder Capital Group LLC		949,069		4.9	%
7	Davis Selected Advisers LP		594,117		3.1	%
8	Portolan Capital Management LLC		493,759		2.6	%
9	BlackRock Fund Advisors		445,487		2.3	%
10	Eagle Boston Investment Management, Inc.		417,406		2.2	%
11	Credit Suisse Securities (USA) LLC (Broker)		383,736		2.0	%
12	Raffles Capital Management LLC		380,700		2.0	%
13	The Vanguard Group, Inc.		363,939		1.9	%
14	Renaissance Technologies LLC		326,901		1.7	%
15	Perritt Capital Management, Inc.		200,000		1.0	%
16	Perkins Capital Management, Inc.		194,000		1.0	%
17	The California Public Employees Retirement System		174,500		0.9	%
18	BMO Asset Management Corp.		128,123		0.7	%
19	RBF Capital LLC		125,040		0.7	%
20	Columbia Management Investment Advisers LLC		108,484		0.6	%

Top 20 Institutional Ownership			12,717,776		66.3	%

Other Institutional Ownership			1,164,808		6.1	%

Total Institutional Ownership			13,882,584		72.4	%


Insider Ownership		Shares Held		% of S/O
1	Msd Capital Lp		2,884,499		15.0	%
2	Ledecky Jonathan J		516,017		2.7	%
3	Lavelle Michael P		159,339		0.8	%
4	Vander Zanden David J		134,623		0.7	%
5	Collins Patrick Timothy		87,500		0.5	%

Top 5 Insider Ownership			3,781,978		19.7	%

Other Insider Ownership			261,294		1.4	%

Total Insider Ownership			4,043,272		21.1	%

Implied Retail Ownership			1,253,093		6.5	%

Total Ownership			19,178,949		100.0	%

Schedule 4.21 Insurance


Insurer	Policy Type	Coverage		Deductibles		Policy #
Affiliated FM	Property/Equipment	$	435,000,000	$	100,000	EM 732
Endurance American Specialty Insurance Company	Excess California Earthquake	$	10,000,000	$	100,000	CPN10003743000
AGCS Marine Insurance Company (Allianz)	Ocean Cargo	$	1,500,000	$	2,000	OC 96019100
Admiral Insurance Company	General Liability	$	2,000,000	$	50,000	CA 000005586-09
Sentry Insurance Company	Commercial Auto	$	1,000,000	$	1,000	90-04547-03
Sentry Insurance Company	Workers Compensation	$	1,000,000	$	350,000	90-04547-02 H& & WI
						90-04547-01 All Other
ACE American Insurance Company	Foreign Liability	$	2,000,000	$	1,000	PHFD37930659
National Union Fire Insurance Co. of Pittsburgh (Chartis)	Umbrella Liability	$	25,000,000	$	25,000	13273329
Federal Insurance Company (Chubb)	Excess Liability	$	25,000,000	$	—	7976-73-69
Illinois National Insurance Company (Chartis)	Directors & Officers Liability	$	10,000,000	$	0 Non indmenifiable	01-166-65-19
				$	500,000 Securities
				$	350,000 All Other
Federal Insurance Company (Chubb)	1st Excess Directors & Officers Liability	$	10,000,000	$	—	8157-7351
Axis Insurance Company	2nd Excess Directors & Officers Liability	$	5,000,000	$	—	MCN762576/01/2012
Beazley Insurance Company	3rd Excess Directors & Officers Liability	$	5,000,000	$	—	V15VK8120401
Travelers Casualty and Surety Company of America	Employment Practices Liability	$	3,000,000	$	250,000	105673447
Lloyds of London	Media Professional Liability	$	5,000,000	$	50,000	B0180C121619
Federal Insurance Company (Chubb)	Fiduciary Liability	$	10,000,000	$	0 Non indmenifiable	6803-3234
				$	50,000 Securities
				$	10,000 All Other
Federal Insurance Company (Chubb)	Crime	$	5,000,000	$	100,000	8151-9737
U.S. Specialty Ins. Co. (PIA)	Special Crime	$	5,000,000	$	—	U712-85722
Berkley Regional Insurance	Surety Bonds	$	30,000,000	$	—	N/A

Schedule 4.26 – Brokers

Fees payable to Perella Weinberg Partners

Schedule 4.27 – Restrictive Agreements

None

Schedule 4.30 – Criminal Charges

None

Schedule 5.12 – Cash Management System

See attached

Schedule 6.1 – Permitted Liens

UCC SEARCH RESULTS

Premier Agendas, Inc.


DEBTOR NAME	FILE NUMBER	DATE FILED	SECURED PARTY	COLLATERAL
Premier Agendas, Inc. 2000 Kentucky Street Bellingham WA 98226	2009-091-5951 Washington Department of Licensing	4/1/2009	Fujifilm Graphic Systems USA, Inc. 350 Central AVE Hanover Park, IL 60133	All debtor’s right, title now owned or hereafter acquired in lithographic plates, film, prepressed proofing materials and miscellaneous lithographic supplies provided by Enovation Graphic Systems Inc. or credited from Enovation Graphic Systems, Inc. regardless of the deliver but does not constitute any security interest in any of the assets of the company listed on this filing.

School Specialty, Inc.	120007074826 Wisconsin Department of Financial Institutions	5/24/2012	NMHG Financial Services, Inc.	All of the equipment now or hereafter leased by Lessor to Lessee; and all accessions, additions, replacements, and substitutions thereto and therefore; and all proceeds including insurance proceeds thereof.

School Specialty, Inc.

120004986734

Wisconsin

Department of

Financial Institutions

4/13/2012

IKON Financial SVCS

All equipment now or hereafter leased in an equipment leasing transaction in

connection with that certain Master Agreement No. see below, Product Schedule No./Agreement No. see below

(“Lease”), as amended from time to time, between IOS Capital, LLC as lessor, and the above referenced Lessee/Debtor,

including, without limit, the equipment listed below, and all additions, improvements, attachments, accessories,

accessions, upgrades and replacements related thereto, and any and all substitutions or exchanges, and any and all

products, insurance and/or other proceeds (cash and non-cash) there from: The equipment location is as identified in

the Lease. This IS intended to be a true lease transaction. Neither the execution nor filing of this financing statement

shall in any manner imply that the relationship between the parties to which this document applies IS other than lessor

and lessee, respectively. This financing statement is filed solely to protect the interests of the parties In the event of

unwarranted assertions by any third party. This statement is filed in connection with a lease transaction and is filed for

precautionary purposes only. Product Schedule No./Agreement No. 2907845, Master Agreement/Lease No.

CUSTOMER: 1418270 RIPROC901 CI0071478

Schedule 6.2 – Permitted Debt

Part A

2011 Subordinated Convertible Debentures in the initial principal amount of $157,500,000 and accreted through January 28, 2013 $169,768,391.00.

Sale Leaseback Debt of $12,020,528.00 remaining principal owed to GE Capital BAF as of December 31, 2012

Letters of Credit – See Schedule 4.9

As of January 28, 2013 there are approximately $9,700,000 in accounts payable past due by more than 60 days.

Part B

Intercompany balances as of 12/31/12


	Due from Entity
	SSI		PAI		Select		Delta
Due to Entity:
Classroom Direct		67,210,127
Sportime		79,204,718
Bird in Hand		7,082,596
Childcraft		57,802,393
Delta Education LLC		143,211,633
Califone		33,156,965
PSA		11,300,763		9,923,557		746,291		1,036
PAI		220,349,294

In addition, PSA has a note receivable from SSI in the amount of $4,500,000 CAD. The company’s intention is to not have this note repaid. Thus, it is accounted for as equity.

Schedule 6.3 – Permitted Investments

35% equity ownership interest in Carson- Dellosa Publishing, LLC

Schedule 6.14 – Permitted Sale-Leasebacks

Property Address:

101 Almgren Drive

Agawam, MA 01001

Owner / Landlord:

Mesirow Realty Sale-Leaseback, Inc.

Sublet to:

Vaupell Holdings

101 Almgren Drive

Agawam, MA 01001

Property Address:

100 Paragon Parkway

Mansfield, OH 44903

Owner / Landlord:

SSI Mansfield, LLC

c/o Mesirow Realty Sale-Leaseback, Inc.

350 North Clark Street

Chicago, IL 60610

Both Assigned to:

General Electric Capital Business Asset Funding Corporation

10900 NE 4 ^th Street, Suite 500

Bellevue, WA 98004

Schedule 10.3 – Addresses for Notices

School Specialty, Inc.

c/o Chief Financial Officer

W6316 Design Drive

Greenville, WI 54942

Mailing Address:

School Specialty, Inc.

c/o Chief Financial Officer

PO Box 1579

Appleton, WI 54912-1579

Administrative Agent:

Bayside Finance, LLC

c/o Bayside Capital, Inc.

600 Fifth Avenue, 24 ^th Floor

New York, NY 10020

Attention: Sean Britain

Exhibit 10.25

SECURITY AND PLEDGE AGREEMENT

This SECURITY AND PLEDGE AGREEMENT (this “ Agreement ”) is dated as of January 31, 2013 and entered into by and among SCHOOL SPECIALTY, INC. , a Wisconsin corporation (“ School Specialty ” or the “ Administrative Borrower ”), which is a debtor and debtor-in-possession in a case pending in the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, each of CLASSROOMDIRECT.COM, LLC , a Delaware limited liability company, DELTA EDUCATION, LLC , a Delaware limited liability company, SPORTIME, LLC , a Delaware limited liability company, CHILDCRAFT EDUCATION CORP. , a New York corporation, BIRD-IN-HAND WOODWORKS, INC. , a New Jersey corporation, CALIFONE INTERNATIONAL, INC. , a Delaware corporation, and PREMIER AGENDAS, INC. , a Washington corporation (collectively, the “ Subsidiary Borrowers ” and, together with the Administrative Borrower, the “ Borrowers ”), each of which is a debtor and debtor-in-possession in a case pending in the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, SELECT AGENDAS, CORP., a Nova Scotia unlimited liability company (“ Select Agendas ”), as a Guarantor, FREY SCIENTIFIC, INC. and SAX ARTS & CRAFTS, INC., each a Delaware corporation, each as a Guarantor, each of which is a debtor and debtor-in-possession in a case pending in the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, each Subsidiary of the Administrative Borrower (other than the Borrowers) that becomes a Guarantor under the Credit Agreement (as defined below) (the Guarantors and the Borrowers each individually referred to herein as a “ Grantor ” and collectively as “ Grantors ”), and BAYSIDE FINANCE, LLC , a Delaware limited liability company (“ Bayside ”), as agent for the Lenders and the other Secured Parties (in such capacity, “ Agent ”) under the Credit Agreement (defined below) and the other Loan Documents (as defined therein).

PRELIMINARY STATEMENTS

A. WHEREAS, certain Grantors have commenced a case under Chapter 11 of Title 11 of the Bankruptcy Code for the District of Delaware, and have retained possession of their respective assets and are authorized under the Bankruptcy Code to continue the operation of their business as debtors-in-possession;

B. WHEREAS , pursuant to that certain Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) among the Grantors, the Lenders from time to time party thereto and Bayside, as Agent, and the DIP Order, as applicable, the Agent and the Lenders are willing to make available to the Borrowers a $50,000,000 debtor-in-possession revolving loan facility and a roll up of all loans and obligations under the Prepetition Term Loan Agreement, upon the satisfaction (or waiver) of certain conditions;

C. WHEREAS, pursuant to the Credit Agreement, the Agent and the Lenders have agreed to make post-petition loans and advances and provide other financial accommodations to the Borrowers, subject to the terms and conditions contained therein;

D. WHEREAS, the Borrowers are members of an affiliated group of companies that includes each other Grantor;

E. WHEREAS, Grantors desire that Agent and Lenders consummate the financing transactions contemplated by the Credit Agreement on the terms and conditions contained therein as Grantors will derive substantial direct and indirect economic benefits from the making of the loans, advances and other financial accommodations provided to Borrowers by Agent and Lenders pursuant to the Credit Agreement and the documents executed in connection therewith;

F. WHEREAS, it is a condition precedent to effectiveness of the Credit Agreement and each of the transactions contemplated thereby that Grantors shall have entered into this Agreement and granted the security interests and undertaken the obligations contemplated by this Agreement;

G. WHEREAS, the Agent and the ABL DIP Agent have entered into an Intercreditor Agreement (as defined in the Credit Agreement), and the provisions of this Agreement are subject to the provisions of the Intercreditor Agreement as provided in Section 31 hereof; and

H. WHEREAS, to supplement the DIP Order without in any way diminishing or limiting the effect of the DIP Order or the DIP Liens granted thereunder, the parties hereto desire to more fully set forth their respective rights in connection with the DIP Liens.

NOW, THEREFORE , in consideration of the agreements set forth herein and in order to induce Lenders to undertake the Revolving Commitment and to make the Term Loans under the Credit Agreement and to make and maintain loans, advances and other financial accommodations under the Credit Agreement, and for other good and valuable consideration the receipt of which is hereby acknowledged, each Grantor hereby agrees with Agent as follows:

SECTION 1. Grant of Security.

Each Grantor hereby pledges, mortgages, hypothecates and (except in the case of ULC Shares) assigns to Agent, and hereby grants to Agent, for the benefit of Secured Parties, a security interest in all of such Grantor’s right, title and interest in and to all of the property of such Grantor, in each case whether now or hereafter existing, whether tangible or intangible, whether now owned or hereafter acquired, wherever the same may be located and whether or not subject to the Uniform Commercial Code as it exists on the date of this Agreement, or as it may hereafter be amended in, the State of New York (the “ UCC ”), including all of the following (the “ Collateral ”):

(a) all Accounts;

(b) all Chattel Paper;

(c) all Money, Securities Accounts and all Deposit Accounts, together with all amounts on deposit from time to time in such Deposit Accounts;

(d) all Documents;

(e) all Farm Products;

(f) all General Intangibles, and all Intellectual Property, Payment Intangibles and Software;

(g) all Goods, including Inventory, Equipment and Fixtures;

(h) all Instruments;

(i) all Investment Property;

(j) all Letter-of-Credit Rights and other Supporting Obligations;

(k) all Records;

(l) all Assigned Contracts;

(m) all Commercial Tort Claims, including those set forth on Schedule 1 annexed hereto; and

(n) all Proceeds and Accessions with respect to any of the foregoing Collateral, including all insurance proceeds on or in respect of any of the foregoing Collateral.

Each term set forth above shall have the meaning set forth in the UCC (to the extent such term is defined in the UCC or elsewhere herein), it being the intention of Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets.

Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in any of such Grantor’s rights or interests in or under: (i) voting Equity Interests of any CFC, solely to the extent (y) such Equity Interests represent an excess over 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by the Agent in consultation with the Administrative Borrower) in relation to the benefits to Agent and the other Secured Parties of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); (ii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the applicable IP Filing Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; and (iii) any license, contract, permit, Instrument, security or franchise to which such Grantor is a party as of the date hereof or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract, permit, Instrument, security or franchise, result in a breach of the terms of, or constitute a default under, such license, contract, permit, Instrument, security or franchise (other

than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that, immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall, without any further action by any party hereto, include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; and provided, further, that the foregoing exclusion shall in no way be construed to limit, impair or otherwise affect any of Agent’s or any other Secured Party’s continuing security interests in and liens upon any rights or interests of any Grantor in or to monies due or to become due under or in connection with any described such license, contract, permit, Instrument, security or franchise, or any proceeds from the sale, license, lease or other dispositions of any such license, contract, permit, Instrument, security or franchise. In the event that any asset of a Grantor is excluded from the Collateral by virtue of clause (iii) of the foregoing sentence (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity), such Grantor agrees to use its reasonable best efforts to obtain all requisite consents to enable such Grantor to provide a security interest in such asset pursuant hereto as promptly as practicable. The security interests granted hereunder shall not extend to (i) any consumer goods (as defined in the PPSA) of Select Agendas; or (ii) the last day of any real property lease, or any agreement to lease to which Select Agendas is now or becomes a party as lessee, provided that any such last day shall be held in trust by Select Agendas for the Agent and, on the exercise by the Agent of its rights and remedies hereunder, shall be assigned by Select Agendas as directed by the Agent. Notwithstanding the foregoing, Agent shall have a security interest in, and a pledge and collateral assignment of (but not a present assignment of) any Canadian trademarks or ULC Shares forming part of the Collateral.

SECTION 2. Security for Obligations.

This Agreement secures, and the Collateral is collateral security for, the prompt payment and performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with the Credit Agreement, or otherwise, of all obligations of each Grantor to each Secured Party, including the Obligations (as defined in the Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitation, interest and other amounts that, but for the filing of a petition in bankruptcy with respect to any Grantor, would accrue on such obligations, whether or not a claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), together with all extensions or renewals thereof, whether for principal, interest, fees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Agent or any other Secured Party as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Grantors now or hereafter existing under this Agreement (collectively, the “ Secured Obligations ”). Each Grantor confirms that value has been given by the Secured Parties or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment of the Security Interest in any of the Collateral of such Grantor.

SECTION 3. Grantors Remain Liable.

Anything contained herein to the contrary notwithstanding, (a) each Grantor shall remain liable under any contracts and agreements included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, (c) Agent shall not have any obligation or liability under any contracts, licenses, and agreements included in the Collateral by reason of this Agreement, nor shall Agent be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder and (d) neither Agent nor any other Secured Party shall have any custodial or ministerial duties to perform with respect to the Collateral pledged except as expressly set forth herein; and by way of explanation and not by way of limitation, neither Agent nor any other Secured Party shall incur liability for any of the following: (i) defects in title to or ownership of Collateral, (ii) loss or depreciation of, or any decline in the value of, Collateral, or (iii) failure to present any paper for payment or protest, to protest or give notice of nonpayment or any other notice with respect to any paper or Collateral.

SECTION 4. Representations and Warranties.

Each Grantor represents and warrants to the Agent, for the benefit of Secured Parties, as follows:

(a) Ownership of Collateral. Except as expressly permitted by the Credit Agreement and the DIP Order, (i) such Grantor owns its interests in the Collateral free and clear of any Lien and (ii) except as set forth on Schedule 16 hereto, no effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office, including any IP Filing Office. Each Grantor has full power and authority to grant to Agent for the benefit of the Secured Parties the security interest in all Collateral pursuant to this Agreement and to execute, deliver and perform its obligations in accordance with the terms hereof, without the consent or approval of any other Person.

(b) Perfection. Upon entry of the DIP Order by the Bankruptcy Court, the security interests in the Collateral granted to Agent for the benefit of Secured Parties hereunder shall constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of UCC financing statements naming each Grantor as “debtor”, naming Agent as “Secured Party” and describing the Collateral in the filing offices with respect to such Grantor set forth on Schedule 2 annexed hereto, (ii) the entry of the DIP Order by the Bankruptcy Court, (iii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Agent, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iv) in the case of the Intellectual Property Collateral constituting Copyrights and Copyright Rights, in addition to the filing of such UCC financing statements, the recordation

of a Grant with the United States Copyright Office, (v) in the case of Equipment that is covered by a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, and (vi) in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to Agent of an agreement providing for control by Agent thereof or the filing of a PPSA financing statement in Canada, the security interests in the Collateral granted by each Grantor to Agent for the benefit of Secured Parties will constitute perfected security interests therein prior to all other Liens (except for Permitted Senior Liens), and all filings and other actions necessary or desirable to perfect and protect such security interests will have been duly made or taken. Upon the recordation of a Grant with respect to the Intellectual Property Collateral with the applicable IP Filing Office, no subsequent purchaser or mortgagee for value may obtain claim in or title to any Intellectual Property Collateral having priority or seniority over the security interests in such Intellectual Property Collateral granted by each Grantor to Agent for the benefit of Secured Parties pursuant hereto.

(c) Office Locations; Type and Jurisdiction of Organization; Locations of Equipment and Inventory. Each Grantor’s name as it appears in official filings in the jurisdiction of its organization, type of organization (i.e. corporation, limited liability company, etc.), jurisdiction of organization, principal place of business, chief executive office, office where such Grantor keeps its Records regarding the Accounts, Intellectual Property and originals of Chattel Paper, and organization number, if any, provided by the applicable Government Authority of the jurisdiction of organization are set forth on Schedule 3 annexed hereto. All of the Equipment and Inventory is located at the places set forth on Schedule 4 annexed hereto, except for Inventory which, in the ordinary course of business, is in transit either (i) from a supplier to a Grantor, (ii) between the locations set forth on Schedule 4 annexed hereto, or (iii) to customers of a Grantor. Schedule 4A sets forth each state in which each Grantor maintains any assets, operates any portion of its business or is authorized to do business.

(d) Names . No Grantor (or predecessor by merger or otherwise of such Grantor) has, within the five-year period preceding the date hereof, or, in the case of an Additional Grantor, the date of the applicable Supplement, had a different name from the name of such Grantor listed on the signature pages hereof or of the applicable Supplement, except the names set forth on Schedule 5 annexed hereto (as amended by Agent pursuant to any such Supplement).

(e) Delivery of Certain Collateral . All certificates or Instruments (excluding checks) evidencing, comprising or representing the Collateral have been delivered to Agent duly endorsed or accompanied by duly executed instruments of transfer or assignment in blank.

obligation of the issuers thereof and is not in default; there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Subsidiary Equity; Schedule 6 annexed hereto sets forth all of the Pledged Subsidiary Equity (identified as such) and all other Pledged Equity (identified as such) owned by each Grantor, and the percentage ownership in each issuer thereof; and Schedule 7 annexed hereto sets forth all of the Pledged Debt owned by such Grantor.

(g) Intellectual Property Collateral. A true and complete list of all Trademark Registrations and applications for any Trademark that are owned or licensed by such Grantor, in whole or in part, is set forth on Schedule 8 annexed hereto; a true and complete list of all Patents owned or licensed by such Grantor, in whole or in part, is set forth on Schedule 9 annexed hereto; a true and complete list of all Copyright Registrations and applications for Copyright Registrations held (whether pursuant to a license or otherwise) by such Grantor, in whole or in part, is set forth on Schedule 10 annexed hereto; and such Grantor is not aware of any pending or, to its knowledge, threatened claim by any third party that any of the Intellectual Property Collateral owned, held or used by such Grantor is invalid or unenforceable or violates or infringes on any rights of other Persons.

(h) Deposit Accounts, Securities Accounts, Commodity Accounts. Schedule 11 annexed hereto lists all Deposit Accounts, Securities Accounts and Commodity Accounts (separately identified as such) owned by each Grantor, and in each case, indicates the institution or intermediary at which the account is held and the account name and number.

(i) Chattel Paper. Such Grantor has no interest in any Chattel Paper, except as set forth in Schedule 12 annexed hereto.

(j) Letter-of-Credit Rights . Such Grantor has no interest in any Letter-of-Credit Rights, except as set forth on Schedule 13 annexed hereto.

(k) Documents. No negotiable Documents are outstanding with respect to any of the Inventory or other Collateral, except as set forth on Schedule 14 annexed hereto.

(l) Assigned Agreements . Each Assigned Agreement is in full force and effect and is enforceable against the parties thereto in accordance with its terms.

(m) Collateral Condition and Lawful Use. The Collateral is in good repair and condition in all material respects and each Grantor shall use reasonable care to prevent any of the Collateral from being damaged or depreciating, normal wear and tear excepted.

(n) Chattel Paper, Accounts, General Intangibles. Collateral consisting of Chattel Paper, Accounts or General Intangibles is (i) with respect to Chattel Paper and General Intangibles, to the best of its knowledge, genuine and enforceable in accordance with its terms, (ii) to the best of its knowledge, not subject to any defense, set-off, claim, or counterclaim of a material nature against a Grantor except as to which a Grantor has notified Agent in writing, and (iii) to the best of its knowledge, not subject to any other circumstances that would impair the validity, enforceability, value or amount of such Collateral except as to which a Grantor has notified Agent in writing. With respect to its Accounts, except as is specifically disclosed in

writing to the Agent, such Accounts (i) represent bona fide sales of Inventory or rendering of services to Account debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper, (ii) are and will be the legal, valid and binding obligation of the Account debtors in respect thereof, representing unsatisfied obligations of such Account debtor and (iii) to the best of such Grantor’s knowledge after due inquiry, are and will be enforceable in accordance with their terms.

In addition to the representations and warranties set forth in the Credit Agreement, the representations and warranties as to the information set forth in Schedules referred to herein are made as to each Grantor (other than Additional Grantors) as of the date hereof and as to each Additional Grantor as of the date of the applicable Supplement, except that, in the case of a Pledge Supplement, IP Supplement or notice delivered pursuant to Section 5(d) hereof, such representations and warranties are made as of the date of such supplement or notice.

SECTION 5. Further Assurances.

(a) Generally. Each Grantor agrees that from time to time, at the expense of Grantors, such Grantor will promptly execute and deliver all further instruments and documents, and take any and all further action, that may be necessary or desirable, or that Agent may reasonably request, in order to perfect and protect any security interest or other Lien granted or purported to be granted hereby or under the DIP Order or to enable Agent to exercise and enforce its rights and remedies hereunder or under applicable law with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor will: (i) notify Agent in writing of receipt by such Grantor of any interest in Chattel Paper and at the request of Agent, mark conspicuously each item of Chattel Paper and each of its records pertaining to the Collateral, with a legend, in form and substance satisfactory to Agent, indicating that such Collateral is subject to the security interest granted hereby, (ii) deliver to Agent all promissory notes and other Instruments (other than, unless requested by the Agent as provided below, promissory notes and other Instruments individually in a principal amount less than $10,000 and in an aggregate principal amount not in excess of $250,000 from time to time), and, at the request of Agent, all other promissory notes and instruments and original counterparts of Chattel Paper, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Agent, (iii) (A) execute (if necessary) and file such financing statements and other filings or continuation statements, or amendments thereto, (B) subject to the terms and conditions set forth in the Credit Agreement, execute and deliver, and cause to be executed and delivered, agreements establishing that Agent has control of Deposit Accounts (other than Excluded Accounts) to the extent necessary or desirable for perfection, and Investment Property of such Grantor, (C) deliver such documents, instruments, notices, records and consents, and take such other actions, necessary to establish that Agent has control over electronic Chattel Paper (other than electronic Chattel Paper the aggregate value or face amount of which does not at any one time exceed $250,000) and Letter-of-Credit Rights (to the extent the Grantors (or any of them) are or become beneficiary of letters of credit, other than letters of credit having a face amount or value of no more than $250,000 in the aggregate) of such Grantor, (D) promptly notify Agent (and in any event within five (5) Business Days) of any Account or Chattel Paper arising out of a contract or contracts with the United States of America, Canada or any department, agency, or instrumentality thereof (other than Accounts and Chattel Paper (x) the aggregate value of which does not at any one time exceed $500,000 or (y) which are based upon

purchase orders which are fully satisfied within sixty (60) days of acceptance of the same by any Grantor) and, subject to Section 31, promptly (and in any event within five (5) Business Days) after request by Agent, execute any instruments or take any steps reasonably required by Agent in order that all moneys due or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the Secured Parties, and shall provide written notice thereof under the Federal Assignment of Claims Act of 1940 or other applicable law, and (E) deliver such other instruments or notices, in each case, as may be necessary or desirable, or as Agent may reasonably request, in order to perfect and preserve the security interests or other Liens granted or purported to be granted hereby and under the DIP Order, (iv) furnish to Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Agent may reasonably request, all in reasonable detail, (v) subject to the limitations set forth in the Credit Agreement, at any reasonable time upon request by Agent, exhibit the Collateral to and allow inspection, examination and audit of the Collateral by Agent, or persons designated by Agent, (vi) at Agent’s request and upon reasonable prior notice, appear in and defend any action or proceeding that may affect such Grantor’s title to or Agent’s security interest in or other Liens on all or any part of the Collateral, and (vii) use commercially reasonable efforts to obtain any necessary consents of third parties to the creation and perfection of a security interest or other Lien in favor of Agent with respect to any Collateral. Each Grantor hereby authorizes Agent to file one or more financing statements or similar documents or continuation statements, and amendments thereto, relative to all or any part of the Collateral (including any financing statement indicating that it covers “all assets”, “all present and after-acquired personal property” or “all personal property” of such Grantor) without the signature of any Grantor. Each Grantor hereby waives, to the greatest extent permitted under applicable law, notice or receipt of copies of any such statements or amendments or any verification statements in respect thereof.

(b) Securities Collateral. Without limiting the generality of the foregoing Section 5(a), each Grantor agrees that (i) all certificates or Instruments representing or evidencing the Securities Collateral shall be delivered to and held by or on behalf of Agent pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank, all in form and substance reasonably satisfactory to Agent and (ii) it will, upon obtaining any additional Equity Interests or Debt, promptly (and in any event within three (3) Business Days for any such Equity Interests and within five (5) days for any such Debt) deliver to Agent a Pledge Supplement, duly executed by such Grantor, in respect of such additional Pledged Equity or Pledged Debt; provided , that the failure of any Grantor to execute a Pledge Supplement with respect to any additional Pledged Equity or Pledged Debt shall not impair the security interest of Agent therein or otherwise adversely affect the rights and remedies of Agent hereunder and under the DIP Order with respect thereto. Upon each such acquisition, the representations and warranties contained in Section 4(f) hereof shall be deemed to have been made by such Grantor as to such Pledged Equity or Pledged Debt, whether or not such Pledge Supplement is delivered.

(c) Intellectual Property Collateral. Within thirty (30) days after the end of each calendar month, each Grantor shall notify Agent in writing of any rights to Intellectual Property Collateral acquired or created (and any additions of new tradenames or changes to existing tradenames) by such Grantor after the date hereof during such month and shall execute

and deliver to Agent an IP Supplement, and a Grant for recordation in the applicable IP Filing Office with respect to each Trademark Registration, Patent or Copyright Registration (or application with respect thereto) filed during such month; provided , the failure of any Grantor to execute and deliver an IP Supplement or such Grant for recordation with respect to any additional Intellectual Property Collateral shall not impair the security interest of Agent therein or otherwise adversely affect the rights and remedies of Agent hereunder or under the DIP Order with respect thereto. Upon delivery to Agent of an IP Supplement, Schedules 8, 9 and 10 annexed hereto and Schedule A to each Grant, as applicable, shall be deemed modified to include a reference to any right, title or interest in any existing Intellectual Property Collateral or any such Intellectual Property Collateral set forth on Schedule A to such IP Supplement (and the representations and warranties contained in Section 4(g) hereof shall be deemed to have been made by such Grantor as of the end of such calendar month with respect to which such IP Supplement is delivered).

(d) Commercial Tort Claims. Grantors have no Commercial Tort Claims as of the date hereof, except as set forth on Schedule 1 annexed hereto. In the event that a Grantor shall at any time after the date hereof have any Commercial Tort Claims (other than Commercial Tort Claims the amount of which does not exceed $250,000 in the aggregate), such Grantor shall promptly (but in any event within five (5) Business Days) notify Agent thereof in writing, which notice shall (i) set forth in reasonable detail the basis for and nature of such Commercial Tort Claim, (ii) constitute an amendment to this Agreement by which such Commercial Tort Claim shall constitute part of the Collateral and (iii) constitute authorization to file any additional financing statements describing such Commercial Tort Claim to give Agent a perfected security interest in such Commercial Tort Claim.

SECTION 6. Certain Covenants of Grantors.

Each Grantor shall:

(a) not use any Collateral, or permit any Collateral to be used, unlawfully or in violation of any provision of this Agreement, the DIP Order or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;

(b) give Agent at least 30 days’ prior written notice of (i) any change in such Grantor’s legal name (including adopting a French or combined form of name), identity or corporate structure and (ii) any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of such Grantor;

(c) if Agent gives value to enable such Grantor to acquire rights in or the use of any Collateral, use such value for such purposes and in accordance with the DIP Order;

(d) keep correct and accurate Records of Collateral at the locations described in Schedule 3 annexed hereto;

(e) subject to the limitations set forth in the Credit Agreement, permit representatives of Agent at any time during normal business hours to inspect and make abstracts from such Records, and each Grantor agrees to render to Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto;

(f) not permit any item of Collateral to become a fixture to real estate or an accession to other personal collateral property unless such real estate or other property is also Collateral hereunder or under another Security Document; and

(g) at Agent’s request, provide Agent with schedules describing all accounts, including customer’s addresses, created or acquired by a Grantor and at Agent’s request shall execute and deliver written assignments of contracts and other documents evidencing such accounts to Agent. Together with each schedule, Grantors shall, if requested by Agent, furnish Agent with copies of each Grantor’s sales, journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all good sold, and each Grantor warrants the genuineness thereof.

SECTION 7. Special Covenants With Respect to Equipment and Inventory.

Each Grantor shall:

(a) if any Inventory is in possession or control of any of such Grantor’s agents or processors, upon the occurrence and during the continuation of an Event of Default at the request of Agent, instruct such agent or processor to hold all such Inventory for the account of Agent and subject to the instructions of Agent;

(b) if any Inventory is, or becomes, subject to consignment, bill and hold, sale or return, sale on approval, or other conditional terms of sale, promptly file UCC financing statements listing the Grantor owning such Inventory as the “Secured Party” and the consignee of such Inventory as the “Debtor” and properly identifying the Inventory subject to such consignment; provided that the foregoing obligation shall not apply to consignment or similar transactions if the Inventory related thereto is less than $10,000 in value in the aggregate;

(c) subject to Article V of the Credit Agreement, cause each mortgagee of real property owned by a Grantor and each landlord of real property leased by a Grantor to execute and deliver instruments satisfactory in form and substance to Agent by which such mortgagee or landlord subordinates its rights, if any, in the Collateral and cause to be delivered by each such landlord collateral access agreements in form and substance satisfactory to Agent relating to all Collateral located from time to time on all such leased premises;

(d) promptly upon the issuance and delivery to such Grantor of any negotiable Document (other than checks that are promptly deposited into a deposit account subject to a perfected Lien in favor of the Agent securing the Secured Obligations) evidencing a payment obligation in excess of $10,000 or, with respect to any other negotiable Document, promptly upon Agent’s request, deliver such Document to Agent; and

(e) with respect to Equipment owned at any time by such Grantor that is covered by a certificate of title (other than such Equipment having an aggregate value, for all Grantors, of no more than $200,000), promptly file with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction an application requesting the notation of the security interest created hereunder on such certificate of title.

SECTION 8. Special Covenants with respect to Accounts and Assigned Agreements.

(a) Each Grantor shall, for not less than three years from the date on which each Account of such Grantor arose, maintain (i) complete Records of such Account, including records of all payments received, credits granted and merchandise returned, and (ii) all documentation relating thereto.

(b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Accounts in accordance with the customary payment terms with respect to such Accounts. In connection with such collections, each Grantor may take (and, upon the occurrence and during the continuance of an Event of Default at Agent’s direction, shall take) such action as such Grantor or, following an Event of Default, Agent may deem necessary or advisable to enforce collection of amounts due or to become due under the Accounts in accordance with the customary payment terms with respect to such Accounts; provided , however , that Agent shall have the right at any time, upon the occurrence and during the continuation of an Event of Default, to (i) notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Agent, (ii) notify each Person maintaining a lockbox or similar arrangement to which account debtors or obligors under any Accounts have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to Agent, (iii) enforce collection of any such Accounts at the expense of Grantors, and (iv) adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. All amounts and proceeds (including checks and Instruments) received by each Grantor in respect of amounts due to such Grantor in respect of the Accounts or any portion thereof (but in the case of cash, only to the extent received after the occurrence and during the continuance of an Event of Default) shall be received in trust for the benefit of Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to Agent in the same form as so received (with any necessary endorsement) and, to the extent applicable, in accordance with any applicable terms of the Credit Agreement and the DIP Order. Grantors shall not at any time after the occurrence and during the continuance of an Event of Default, without the written consent of Agent, adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

(i) if consistent with sound business practices, perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements in full force and effect, enforce the Assigned Agreements in accordance with their terms, and take all such action to such end as may be from time to time reasonably requested by Agent; and

(ii) upon request of Agent, (A) furnish to Agent, promptly upon receipt thereof, copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements and from time to time such information

and reports regarding the Assigned Agreements as Agent may reasonably request and (B) make to the parties to such Assigned Agreements such demands and requests for information and reports or for action as such Grantor is entitled to make under the Assigned Agreements.

(d) Upon the occurrence and during the continuance of an Event of Default, no Grantor shall (i) cancel or terminate any of the Assigned Agreements or consent to or accept any cancellation or termination thereof; (ii) amend or otherwise modify the Assigned Agreements or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of the Assigned Agreements; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with the Assigned Agreements, except as expressly provided therein; or (v) take any other action in connection with the Assigned Agreements that could reasonably be expected to materially impair the value of the interest or rights of such Grantor thereunder or that could reasonably be expected to materially impair the interest or rights of Agent.

SECTION 9. Special Covenants With Respect to the Securities Collateral: IRREVOCABLE PROXY.

(a) Form of Securities Collateral. Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Securities Collateral for certificates or instruments of smaller or larger denominations. As of the Closing Date, each limited liability company agreement governing the Pledged Equity shall expressly provide that such Pledged Equity is a security governed by Article 8 of the UCC (and, in the case of any Grantor that is organized under the laws of Canada or a province or territory thereof, such Grantor represents and warrants that all interests in partnerships or limited liability companies are a “security” for the purposes of the STA (if applicable)).

(b) Covenants. Each Grantor shall, subject to the terms of the Credit Agreement, (i) not permit any issuer of Pledged Subsidiary Equity to merge or consolidate unless all the outstanding Equity Interests of the surviving or resulting Person are, upon such merger or consolidation, pledged and become Collateral hereunder and no cash, securities or other property is distributed in respect of the outstanding Equity Interests of any other constituent corporation; (ii) cause each issuer of Pledged Subsidiary Equity not to issue Equity Interests in addition to or in substitution for the Pledged Subsidiary Equity issued by such issuer, except to such Grantor; (iii) promptly upon its acquisition (directly or indirectly) of any Equity Interests, including additional Equity Interests in each issuer of Pledged Equity, comply with Section 5(b); (iv) promptly upon issuance of any and all Instruments or other evidences of additional Debt from time to time owed to such Grantor by any obligor on the Pledged Debt, comply with Section 5; (v) promptly deliver to Agent all written notices received by it with respect to the Securities Collateral; (vi) at its expense (A) perform and comply in all material respects with all terms and provisions of any agreement related to the Securities Collateral required to be performed or complied with by it, (B) maintain all such agreements in full force and effect and (C) enforce all such agreements in accordance with their terms; and (vii) promptly execute and deliver to Agent an agreement providing for control (within the meaning under the UCC) by Agent of all Security Entitlements, Securities Accounts, Commodity Contracts and Commodity Accounts of such Grantor.

(c) Voting and Distributions. So long as no Event of Default shall have occurred and be continuing (or, in the case of pledged ULC Shares, until the ULC Shares are no longer registered in the name of the applicable Grantor) and except as otherwise specified in the Credit Agreement, (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement, the Credit Agreement or the DIP Order; provided , no Grantor shall exercise any such right, or refrain from exercising any such right, if such exercise, or refrain from exercising, any such right would have a material adverse effect on the value of the Securities Collateral or any part thereof; or on the rights and remedies of Agent or the Lenders under the Loan Documents or in respect of the Collateral, and (ii) each Grantor shall be entitled, subject to the Carve-Out and the DIP Order, to receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral.

Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Agent to any Grantor, all rights of such Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease, and all such rights shall thereupon become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) all rights, if any, of such Grantor to receive the dividends, other distributions, principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Agent who shall thereupon have the sole right to receive and hold as Collateral such dividends, other distributions, principal and interest payments; and (z) all dividends, principal, interest payments and other distributions which are received by such Grantor contrary to the provisions of clause (y) above shall be received in trust for the benefit of Agent, shall be segregated from other funds of such Grantor and shall forthwith be paid over to Agent as Collateral in the same form as so received (with any necessary endorsements); provided , however , that solely in the case of ULC Shares, the applicable Grantor shall have the right to vote such shares and to retain for its own account any dividends or other distributions on such shares (other than to the extent same consists of certificated Pledged Equity which shall be delivered to Agent to be held in accordance with the terms hereof) until such shares are effectively transferred in to the name of a person other than such Grantor).

which proxy and power of attorney shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or Agent thereof), upon the occurrence of an Event of Default (except with respect to the ULC Shares) and which proxy and power of attorney shall only terminate upon the waiver of such Event of Default as evidenced by a writing executed by Agent and any other Person required by the terms of the Loan Documents, or on the Termination Date.

(d) Each Grantor acknowledges that certain of the Collateral of such Grantor may now or in the future consist of ULC Shares, and that it is the intention of Agent and each Grantor that neither Agent nor any Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other Loan Document, where a Grantor is the registered and beneficial owner of ULC Shares which are Collateral of such Grantor, such Grantor will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, each Grantor shall be entitled, subject to the Carve-Out and the DIP Order, to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of any certificates representing the Pledged Interests of such Grantor, which shall be delivered to Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Grantor would if such ULC Shares were not pledged to Agent pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other Loan Document shall, constitute Agent, any Secured Party, or any other Person other than the applicable Grantor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Grantor and further steps are taken pursuant hereto or thereto so as to register the Agent, any Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof or the Credit Agreement or any other Loan Document would have the effect of constituting Agent or any Secured Party, as applicable, a member or shareholder of any ULC prior to such time, such provision shall be severed herefrom or therefrom and shall be ineffective with respect to ULC Shares which are Collateral of any Grantor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Grantor which is not ULC Shares. Except upon the exercise of rights of Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, the Credit Agreement or the other Loan Documents, each Grantor shall not cause or permit, or enable a Grantor that is a ULC to cause or permit, Agent or any Secured Party to: (a) be registered as a shareholder or member of such Pledged Company; (b) have any notation entered in their favour in the share register of such Grantor; (c) be held out as shareholders or members of such Grantor; (d) receive, directly or indirectly, any dividends, property or other distributions from such Grantor by reason of Agent holding the Security Interests over the ULC Shares; or (e) act as a shareholder or member of such Grantor, or exercise any rights of a shareholder or member including the right to attend a meeting of shareholders or members of such Grantor or to vote its ULC Shares.

SECTION 10. Special Covenants With Respect to the Intellectual Property Collateral.

(a) Each Grantor shall:

(i) not permit the inclusion in any contract to which it hereafter becomes a party of any provision that could or might in any way impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property Collateral acquired under such contracts;

(ii) take any and all reasonable steps to protect the secrecy of all trade secrets relating to the products and services sold or delivered under or in connection with the Intellectual Property Collateral, including, without limitation, where appropriate entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;

(iii) use proper statutory notice in connection with its use of any of the Intellectual Property Collateral and products and services covered by the Intellectual Property Collateral (in the case of Intellectual Property Collateral that is acquired after the Closing Date, within a commercially reasonable period, but in any event within no more than 45 days after such Intellectual Property Collateral is acquired); and

(iv) use a commercially appropriate standard of quality (which may be consistent with such Grantor’s past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in connection with the Trademarks.

(b) Except as otherwise provided in this Section 10, each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property Collateral or any portion thereof in accordance with customary applicable payment terms. In connection with such collections, each Grantor may take (and, after the occurrence and during the continuance of any Event of Default at Agent’s reasonable direction, shall take) such action as such Grantor or Agent may deem reasonably necessary or advisable to enforce collection of such amounts in accordance with customary applicable payment terms; provided, Agent shall have the right at any time, upon the occurrence and during the continuation of an Event of Default, to notify the obligors with respect to any such amounts of the existence of the security interest created hereby and to direct such obligors to make payment of all such amounts directly to Agent, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. All amounts and proceeds (including checks and Instruments) received by each Grantor in respect of amounts due to such Grantor in respect of the Intellectual Property Collateral or any portion thereof (but in the case of cash, only to the extent received after the occurrence and during the continuance of an Event of Default) shall be received in trust for the benefit of Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to Agent in the same form as so received (with any necessary endorsement), in accordance, where applicable, with the terms of the Credit Agreement and the DIP Order. Grantors shall not at any time after the occurrence and during the

continuance of an Event of Default, without the written consent of Agent, adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

(c) Each Grantor shall diligently, through counsel reasonably acceptable to Agent, prosecute, file and/or make, unless and until such Grantor, in its commercially reasonable judgment, decides otherwise, (i) any application for registration relating to any of the Intellectual Property Collateral owned, held or used by such Grantor and set forth on Schedules 8, 9 or 10 annexed hereto, as applicable, that is pending as of the date of this Agreement, (ii) any Copyright Registration on any existing or future unregistered but copyrightable works (except for works of nominal commercial value or with respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not seek registration), (iii) any application on any future patentable but unpatented innovation or invention comprising Intellectual Property Collateral (except for inventions of nominal commercial value with respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not seek a patent), and (iv) any Trademark opposition and cancellation proceedings, renew Trademark Registrations and Copyright Registrations and do any and all acts which are necessary or desirable to preserve and maintain all rights in all Intellectual Property Collateral (except for Intellectual Property of nominal commercial value with respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not maintain such proceeding or seek such protection). Any expenses incurred in connection therewith shall be borne solely by Grantors. Subject to the foregoing, each Grantor shall give Agent prior written notice of any abandonment of any Intellectual Property Collateral (except for Intellectual Property of nominal commercial value with respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not maintain such proceeding or seek such protection).

(d) Except as provided herein, each Grantor shall have the right to commence and prosecute in its own name, as real party in interest, for its own benefit and at its own expense, such suits, proceedings or other actions for infringement, unfair competition, dilution, misappropriation or other damage, or reexamination or reissue proceedings as are necessary to protect the Intellectual Property Collateral. Each Grantor shall promptly, following its becoming aware thereof, notify Agent of the institution of, or of any adverse determination in, any proceeding (whether in an IP Filing Office or any federal, state, provincial, local or foreign court) or regarding such Grantor’s ownership, right to use, or interest in any Intellectual Property Collateral. Each Grantor shall provide to Agent any information with respect thereto reasonably requested by Agent.

(e) In addition to, and not by way of limitation of, the granting of a security interest in the Collateral pursuant hereto, each Grantor, effective upon the occurrence and during the continuance of an Event of Default, hereby assigns, transfers and conveys to Agent the nonexclusive right and license to use all Trademarks, Copyrights, Patents or technical processes (including, without limitation, the Intellectual Property Collateral) owned or used by such Grantor that relate to the Collateral, together with any goodwill associated therewith, all to the extent necessary to enable Agent to realize on the Collateral in accordance with this Agreement and to enable any transferee or assignee of the Collateral to enjoy the benefits of the Collateral. This right shall inure to the benefit of all successors, assigns and transferees of Agent and its

successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right and license shall be granted free of charge, without requirement that any monetary payment whatsoever be made to such Grantor.

SECTION 11. Collateral Account.

[Reserved]

SECTION 12. Agent Appointed Attorney-in-Fact.

Each Grantor hereby irrevocably appoints Agent as such Grantor’s attorney-in-fact, which appointment is coupled with an interest, with full authority in the place and stead of such Grantor and in the name of such Grantor, Agent or otherwise, from time to time in Agent’s discretion (subject however to compliance with applicable law) to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement to the extent any such action is not inconsistent with the DIP Order or the Credit Agreement and without application to or order of the Bankruptcy Court, including, without limitation:

(a) to obtain and adjust insurance required to be maintained by such Grantor or paid to Agent pursuant to the Credit Agreement;

(b) to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(c) to receive, endorse and collect any drafts or other Instruments, Documents, Chattel Paper and other documents in connection with clauses (a) and (b) above;

(d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce or protect the rights of Agent with respect to any of the Collateral;

(e) to pay or discharge taxes or Liens (other than taxes not required to be discharged pursuant to the Credit Agreement and Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Agent in its sole discretion, any such payments made by Agent to become obligations of such Grantor to Agent, due and payable immediately without demand;

(f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; and

any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral and Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Without limiting the generality of any other provision of this Agreement, Agent agrees that, except for the powers granted pursuant to clause (e) above, it will not exercise any power or authority granted pursuant to this Section 12 unless an Event of Default has occurred and is continuing.

SECTION 13. Agent May Perform.

If any Grantor fails to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement, and the expenses of Agent incurred in connection therewith shall be payable by Grantors under Section 18(b).

SECTION 14. Standard of Care.

The powers conferred on Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property.

SECTION 15. Remedies.

(a) Generally. If any Event of Default shall have occurred and be continuing (subject solely in the case of ULC Shares to Section 9(d)), Agent may, to the extent any such action is not inconsistent with the DIP Order or the Credit Agreement and without application to or order of the Bankruptcy Court, exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a Secured Party on default under the UCC (whether or not the UCC applies to the affected Collateral), and also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Agent forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at a place to be designated by Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Agent deems appropriate, (iv) take possession of any Grantor’s premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor’s equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, (v) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other

terms as Agent may deem commercially reasonable, (vi) exercise dominion and control over and refuse to permit further withdrawals from any Deposit Account maintained with Agent or any Lender and provide instructions directing the disposition of funds in Deposit Accounts not maintained with Agent or any Lender, (vii) provide entitlement orders with respect to security entitlements and other investment property constituting a part of the Collateral and, without notice to any Grantor, transfer to or register in the name of Agent or any of its nominees any or all of the Securities Collateral and (viii) appoint by instrument in writing a receiver, receiver-manager, manager or receiver and manager (each a “ Receiver ”) for the Collateral of each Grantor and with such rights, powers and authority as may be provided for in such instrument of appointment or any supplemental instrument. To the extent permitted by applicable law and the DIP Order, any Receiver appointed by the Agent shall (for the purposes relating to responsibility for the Receiver’s acts or omissions) be considered to be the agent of such Grantor. The Agent may from time to time fix the Receiver’s remuneration and such Grantor shall pay the amount of such remuneration to the Agent. The Agent shall not be liable to any Grantor or any other person in connection with appointing a Receiver or in connection with the Receiver’s actions or omissions. Agent or any Secured Party may be the purchaser of any or all of the Collateral at any such sale and Agent, as agent for and representative of Secured Parties (but not a Secured Party in its individual capacity unless Requisite Lenders shall otherwise agree in writing), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, valuation, extension, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Notwithstanding the foregoing sentence (but subject to the terms of the DIP Order), if, under mandatory requirements of law, the Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the applicable Grantor as specified in the foregoing sentence, the Agent need give the applicable Grantor only such notice of disposition as shall be reasonably practicable. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Obligations, Grantors shall be jointly and severally liable for the deficiency and the fees of any attorneys employed by Agent to collect such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section 15 will cause irreparable injury to Agent, that Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against such Grantor, and each Grantor hereby waives

and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Obligations becoming due and payable prior to their stated maturities. Each Grantor agrees not to assert against Agent or any other Secured Party as a defense (legal or equitable) as a set-off, as a counterclaim or otherwise, any claims any Grantor may have against any seller or lessor that provided personal property or services relating to any part of the Collateral or against any other party liable to any Secured Party for all or any part of the Secured Obligations. Each Grantor waives all exemptions and homestead rights with respect to the Collateral. Each Grantor waives any and all rights to any bond or security which might be required by applicable law prior to the exercise of any Agent’s or other Secured Party’s remedies against Collateral. All rights of Agent and the other Secured Parties or otherwise arising from the security interests hereunder, and all obligations of the Grantors hereunder or under the other Loan Documents shall be absolute and unconditional, not discharged or impaired irrespective of (and regardless of whether any Grantor receives any notice of): (i) any lack of validity or enforceability of any other Loan Document, (ii) any change in the time, manner or place of payment or performance, or in any term, of all or any of the Secured Obligations or the Loan Documents or any other amendment or waiver or consent to any departure from any Loan Document, and any increase or decrease from time to time in the amount of, and any payment and new incurrence from time to time of, the Secured Obligations or (iii) any exchange, insufficiency, unenforceability, enforcement, release, impairment, or non-perfection of any Collateral, or any release of or modifications to or other insufficiency, unenforceability or enforcement of the obligations of any obligor.

(b) Securities Collateral .

(i) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral conducted without prior registration or qualification of such Securities Collateral under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private placement may be at prices and on terms less favorable than those obtainable through a sale without such restrictions (including an offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and the registration rights granted to Agent by such Grantor pursuant hereto, each Grantor agrees that any such private placement shall not be deemed, in and of itself, to be commercially unreasonable solely because it is a private placement and that Agent shall have no obligation to delay the sale of any Securities Collateral for the period of time necessary to permit the issuer thereof to register it for a form of sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Agent determines to exercise its right to sell any or all of the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of any Securities Collateral to be sold hereunder from time to time to furnish to Agent all such information as Agent may request in order to determine the amount of Securities Collateral which may be sold by Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

(ii) If Agent shall determine to exercise its right to sell all or any of the Securities Collateral pursuant to this Section, each Grantor agrees that, upon request of Agent (which request may be made by Agent in its sole discretion) and subject to applicable securities laws, such Grantor will, at its own expense (A) execute and deliver, and cause or, to the extent such issuer is not a Subsidiary of such Grantor, use its best efforts to cause, each issuer of the Securities Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Agent, advisable to register such Securities Collateral under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (B) use its best efforts to qualify the Securities Collateral under all applicable state securities or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale of the Securities Collateral, as reasonably requested by Agent; (C) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (D) do or cause to be done all such other acts and things as may be necessary to make such sale of the Securities Collateral or any part thereof valid and binding and in compliance with applicable law; and (E) bear all costs and expenses, including reasonable attorneys’ fees, of carrying out its obligations under this Section. Prior to a realization and re-registration contemplated by Section 9(d), the foregoing provisions shall not apply to ULC Shares.

(iii) Without limiting the generality of the indemnification and expense reimbursement provisions of the Credit Agreement, in the event of any registered offering described herein, each Grantor agrees to indemnify and hold harmless Agent, and each Secured Party and each of their respective directors, officers, employees and agents from and against any loss, fee, cost, expense, damage, liability or claim, joint or several, to which any such Persons may become subject or for which any of them may be liable, under the Securities Act or otherwise, insofar as such losses, fees, costs, expenses, damages, liabilities or claims (or any litigation commenced or threatened in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection with such registered offering, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Agent and such other Persons for any legal or other expenses reasonably incurred by Agent and such other Persons in connection with any litigation, of any nature whatsoever, commenced or threatened in respect thereof (including any and all fees, costs and expenses whatsoever reasonably incurred by Agent and such other Persons and counsel for Agent and other

such Persons in investigating, preparing for, defending against or providing evidence, producing documents or taking any other action in respect of, any such commenced or threatened litigation or any claims asserted). This indemnity shall be in addition to any liability which any Grantor may otherwise have and shall extend upon the same terms and conditions to each Person, if any, that controls Agent or such Persons within the meaning of the Securities Act.

[Reserved]

SECTION 16. Additional Remedies for Intellectual Property Collateral.

(a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Agent shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Agent or otherwise, to enforce any Intellectual Property Collateral, in which event each Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all documents required by Agent in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Agent as provided in the indemnification and expense reimbursement provisions of the Credit Agreement and Section 18 hereof, as applicable, in connection with the exercise of its rights under this Section 16, and, to the extent that Agent shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section, each Grantor agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any of the Intellectual Property Collateral by others, subject to the exercise of commercially reasonable judgment in whether and how to maintain any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Agent, each Grantor shall execute and deliver to Agent an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; and each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Agent (or any Secured Party) receives cash proceeds or other value in respect of the sale of, or other realization upon, the Intellectual Property Collateral.

(b) If (i) an Event of Default shall have occurred and, by reason of waiver, modification, amendment or otherwise, shall no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment to Agent of any rights, title and interests in and to the Intellectual Property Collateral shall have been previously made, and (iv) the Secured Obligations shall not have become immediately due and payable, then upon the written request of any Grantor, Agent shall promptly execute and deliver to such Grantor such assignments as may be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to Agent as aforesaid, subject to any disposition thereof that may have been made by Agent; provided , after giving effect to such reassignment, Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of Agent granted hereunder, shall continue to be in full force and effect; and provided further , the rights, title and interests so reassigned shall be free and clear of all Liens other than Liens (if any) encumbering such rights, title and interest at the time of their assignment to Agent and Permitted Liens.

SECTION 17. Application of Proceeds.

Upon the occurrence and during the continuation of an Event of Default, if so determined by Agent, in its sole discretion, or upon any Application Event or acceleration of the Obligations pursuant to Article VII of the Credit Agreement, Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral (as determined by Agent in its sole discretion) and the proceeds of any insurance policy in respect of any Collateral in the order of application set forth in Article II of the Credit Agreement.

SECTION 18. Indemnity and Expenses.

(a) Grantors jointly and severally agree to indemnify Agent and each Secured Party and their respective Affiliates, directors, officers, employees, counsel, trustees, advisors, agents and attorneys-in-fact in accordance with Section 10.5 of the Credit Agreement.

(b) Grantors jointly and severally agree to pay to Agent and each Secured Party upon demand the amount of any and all costs and expenses in accordance with Section 10.4 and Section 10.5 of the Credit Agreement.

(c) The obligations of Grantors in this Section 18 shall survive the termination of this Agreement and the discharge of Grantors’ other obligations, including the obligations under this Agreement, the Credit Agreement and the other Loan Documents.

SECTION 19. Continuing Security Interest; Transfer of Loans; Termination and Release.

(a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the Termination Date, (ii) be binding upon Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of Agent hereunder, to the benefit of Agent and its successors, transferees and assigns.

(b) On the Termination Date, the security interest granted hereby shall terminate and all rights to the Collateral not theretofore sold or otherwise disposed of pursuant to the exercise of rights and remedies of the Agent hereunder or as otherwise contemplated hereby shall revert to the applicable Grantors. Upon any such termination Agent will, at Grantors’ expense, execute and deliver to or at the direction of Grantors such documents as Grantors shall reasonably request to evidence such termination. In addition, upon the proposed sale or other disposition of any Collateral by Grantor in accordance with the Credit Agreement and the DIP Order for which such Grantor desires a security interest release from Agent, such a release may be obtained pursuant to the provisions of the Credit Agreement.

SECTION 20. Bayside as Agent.

(a) Bayside has been appointed to act as Agent hereunder by Lenders. Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement.

(b) Until the payment in full of all Obligations under the Loan Documents and the termination of the Term Loan Commitments, Agent shall at all times be the same Person that is Collateral Agent under the Credit Agreement. Notice of resignation by Collateral Agent pursuant to the Credit Agreement shall also constitute notice of resignation as Agent under this Agreement; and appointment of a successor Collateral Agent pursuant to the Credit Agreement shall also constitute appointment of a successor Agent under this Agreement. Upon the acceptance of any appointment as Collateral Agent under the Credit Agreement by a successor Collateral Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent under this Agreement shall promptly (i) transfer to such successor Agent all sums, securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under this Agreement, and (ii) execute (if necessary) and deliver to such successor Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Agent of the security interests created hereunder, whereupon such retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Agent hereunder.

SECTION 21. Additional Grantors.

From time to time subsequent to the date hereof, additional Persons may become Additional Grantors, by executing a Supplement. Upon delivery of any such Supplement to Agent, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Agent not to cause any Person to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder from time to time.

SECTION 22. Amendments; Etc.

No amendment, modification, termination or waiver of any provision of this Agreement, and no consent to any departure by any Grantor therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent and, in the case of any such amendment or modification, by Grantors; provided that notwithstanding the foregoing, this Agreement may be modified by the execution of a Supplement by an Additional Grantor in accordance with Section 21 hereof without signature or any other act by any other Grantor and Grantors hereby waive any requirement of notice of or consent to any such Supplement. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

SECTION 23. Notices.

Any notice or other communication herein required or permitted to be given shall be given as provided in Section 10.3 of the Credit Agreement.

SECTION 24. Failure or Indulgence Not Waiver; Remedies Cumulative.

No failure or delay on the part of Agent in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

SECTION 25. Severability.

In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

SECTION 26. Headings.

Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

SECTION 27. Governing Law; Rules of Construction

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, except (i) to the extent the law of any other jurisdiction applies as to the perfection or enforcement of the any security interest in any Collateral (if and to the extent collateral security is granted with respect to the Obligations) and (ii) to the extent applicable, the Bankruptcy Code.

(b) Agent and each Grantor hereby irrevocably submits to the exclusive jurisdiction and venue of the Bankruptcy Court and any state or federal court of the United States sitting in the State of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents, and Agent and each Grantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such state or federal court. Agent and each Grantor hereby irrevocably waives, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Grantor agrees that a final judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 27(b) shall affect the right of Agent to serve legal process in any other manner permitted by law or affect the right of Agent to bring any action or proceeding against any Grantor or the property of any Grantor (including the Collateral) in the courts of other jurisdictions.

(c) The rules of construction set forth in Section 1.1 of the Credit Agreement shall be applicable to this Agreement mutatis mutandis.

SECTION 28. Waiver of Jury Trial.

AGENT AND EACH GRANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED THEREUNDER.

SECTION 29. Counterparts; Execution.

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of an executed signature page by facsimile, PDF or other electronic format shall be as effective as delivery of a manually executed original signature page, and each party hereto delivering an executed signature page hereto in electronic format agrees to deliver to each other party hereto, on request, a manually executed signature page, but the failure to deliver such manually executed signature page shall not affect the validity, effectiveness or enforceability of the signature page delivered electronically, which shall be effective for all purposes.

SECTION 30. WAIVER OF CLAIMS.

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE GRANTORS HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW AND THE DIP ORDER, AS APPLICABLE:

(a) EXCEPT AS OTHERWISE PROVIDED IN THE DIP ORDER, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE AGENT’S TAKING POSSESSION OR THE AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE BORROWERS OR ANY GUARANTOR WOULD OTHERWISE HAVE UNDER ANY REQUIREMENT OF LAW;

(b) ALL DAMAGES OCCASIONED BY SUCH TAKING OF POSSESSION EXCEPT ANY DAMAGES WHICH ARE THE DIRECT RESULT OF THE AGENT’S OR ANY LENDER’S BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;

(c) ALL OTHER REQUIREMENTS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE AGENT’S RIGHTS HEREUNDER; AND

(d) ALL RIGHTS OF REDEMPTION, APPRAISEMENT, STAY, EXTENSION OR MORATORIUM NOW OR HEREAFTER IN FORCE UNDER ANY APPLICABLE LAW IN ORDER TO PREVENT OR DELAY THE ENFORCEMENT OF THIS AGREEMENT OR THE ABSOLUTE SALE OF THE COLLATERAL OR ANY PORTION THEREOF, AND EACH GRANTOR, FOR ITSELF AND ALL WHO MAY CLAIM UNDER IT, INSOFAR AS IT OR THEY NOW OR HEREAFTER LAWFULLY MAY, HEREBY WAIVES THE BENEFIT OF ALL SUCH LAWS.

SECTION 31. Payment of Obligations.

Except in accordance with the Bankruptcy Code or by an applicable order of the Bankruptcy Court, each Grantor will pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, (i) all its post-petition material taxes and other material obligations of whatever nature that constitute administrative expenses under Section 503(b) of the Bankruptcy Code in the Chapter 11 Cases, except, so long as no material property (other than money for such obligation and the interest or penalty accruing thereon) of any Grantor is in danger of being lost or forfeited as a result thereof, no such obligation need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings and any required reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Grantor and (ii) all material obligations arising from contractual obligations entered into after the Petition Date or from contractual obligations entered into prior to the Petition Date and assumed and which are permitted to be paid post-petition by order of the Bankruptcy Court that has been entered with the consent of (or non-objection by) the Agent.

SECTION 32. Remedies Cumulative.

Each and every right, power and remedy hereby specifically given to the Agent and the Lenders shall be in addition to every other right, power and remedy specifically given under this Agreement, the DIP Order or the other Loan Documents or now or hereafter existing at law or in equity, or by statute and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time or simultaneously and as often and in such order as may be deemed expedient by the Agent or any Lender. All such rights, powers and remedies shall be cumulative and the exercise or the beginning of exercise of one shall not be deemed a waiver of the right to exercise of any other or others. No delay or omission of the Agent or any Lender in the exercise of any such right, power or remedy and no renewal or extension of any of the Obligations shall impair any such right, power or remedy or shall be construed to be a waiver of any Default or an acquiescence therein. In the event that the Agent shall bring any suit to enforce any of its rights hereunder and shall be entitled to judgment, then in such suit the Agent may recover reasonable expenses, including reasonable attorneys’ fees, and the amounts thereof shall be included in such judgment.

SECTION 33. Discontinuance of Proceedings.

adversely to the Agent, then and in every such case, but subject to such determination, the Borrowers, the other Grantors, the Agent and each holder of any of the Obligations shall be restored to their former positions and rights hereunder with respect to the Collateral subject to the Liens granted under this Agreement and the DIP Order, as applicable, and all rights, remedies and powers of the Agent and the Lenders shall continue as if no such proceeding had been instituted.

SECTION 34. Inconsistency.

In the event of any inconsistency between the provisions of this Agreement or any other Loan Document and the DIP Order, the provisions of the DIP Order shall govern.

SECTION 35. Definitions.

(a) Each capitalized term utilized in this Agreement that is not defined herein shall (i) have the meaning given to such term in the Credit Agreement or (ii) if such term is not defined in the Credit Agreement, shall have the meaning set forth in Articles 1, 8 or 9 of the UCC.

(b) In addition, the following terms used in this Agreement shall have the following meanings:

“ Additional Grantor ” means a Person that becomes a party hereto after the date hereof as an additional Grantor by executing a Supplement.

“ Assigned Agreements ” means, with respect to any Grantor, the agreements set forth on Schedule 15 annexed hereto, as each such agreement may be amended, restated, supplemented or otherwise modified from time to time, including, without limitation, (a) all rights of such Grantor to receive moneys due or to become due under or pursuant to the Assigned Agreements, (b) all rights of such Grantor to receive proceeds of any Supporting Obligations with respect to the Assigned Agreements, (c) all claims of such Grantor for damages arising out of any breach of or default under the Assigned Agreements, and (d) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder.

“ Collateral ” has the meaning set forth in Section 1 hereof.

“ CFC ” means a controlled foreign corporation (as that term is defined in the IR Code).

“ Copyright Registrations ” means all copyright registrations issued to any Grantor and applications for copyright registration that have been or may hereafter be issued or applied for thereon in the United States and any state thereof and in foreign countries (including, without limitation, the registrations set forth on Schedule 10 annexed hereto, as the same may be amended pursuant hereto from time to time).

“ Copyright Rights ” means all common law and other rights in and to the Copyrights in the United States and any state thereof and in foreign countries including all copyright licenses (but with respect to such copyright licenses, only to the extent permitted by such licensing

arrangements), the right (but not the obligation) to renew and extend Copyright Registrations and any such rights and to register works protectable by copyright and the right (but not the obligation) to sue in the name of any Grantor or in the name of Agent or any other Secured Party for past, present and future infringements of the Copyrights and any such rights.

“ Copyrights ” means all items under copyright in various published and unpublished works of authorship including, without limitation, computer programs, computer data bases, other computer software layouts, trade dress, drawings, designs, writings, and formulas (including, without limitation, the works set forth on Schedule 10 annexed hereto, as the same may be amended pursuant hereto from time to time).

“ Credit Agreement ” has the meaning set forth in the Preliminary Statements of this Agreement.

“ Default ” means any Default as defined in the Credit Agreement.

“ Event of Default ” means any Event of Default as defined in the Credit Agreement.

“ Excluded Accounts ” means Deposit Accounts (i) containing solely Excluded Amounts or (ii) specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees.

“ Excluded Amounts ” means (i) an aggregate amount of not more than $100,000 at any one time, credited to the Grantors and their Subsidiaries (other than those Subsidiaries that are CFCs), (ii) an aggregate amount of not more than $100,000 (calculated at current exchange rates) at any one time, credited to Subsidiaries of Grantors that are CFCs and (iii) any Permitted LC Collateral.

“ General Intangibles ” means General Intangibles (as that term is defined in the UCC) and Intangibles (as that term is defined in the PPSA).

“ Grant ” means a Grant of Trademark Security Interest, substantially in the form of Exhibit I annexed hereto, and a Grant of Patent Security Interest, substantially in the form of Exhibit II annexed hereto, and a Grant of Copyright Security Interest, substantially in the form of Exhibit III annexed hereto.

“ Intellectual Property Collateral ” means, with respect to any Grantor all right, title and interest (including rights acquired pursuant to a license or otherwise but only to the extent permitted by agreements governing such license or other use) in and to all:

(a) Copyrights, Copyright Registrations and Copyright Rights, including, without limitation, each of the Copyrights, rights, titles and interests in and to the Copyrights, all derivative works and other works protectable by copyright, which are presently, or in the future may be, owned, created (as a work for hire for the benefit of such Grantor), authored (as a work for hire for the benefit of such Grantor), or acquired by such Grantor, in whole or in part, and all Copyright Rights with respect thereto and all Copyright Registrations therefor, heretofore or hereafter granted or applied for, and all renewals and extensions thereof, throughout the world;

(b) Patents;

(c) Trademarks, Trademark Registrations, the Trademark Rights and goodwill of such Grantor’s business symbolized by the Trademarks and associated therewith;

(d) all trade secrets, trade secret rights, know-how, customer lists, processes of production, ideas, confidential business information, techniques, processes, formulas, and all other proprietary information; and

(e) all proceeds thereof (such as, by way of example and not by limitation, license royalties and proceeds of infringement suits).

“ IP Filing Office ” means the United States Patent and Trademark Office, the United States Copyright Office or any successor or substitute office in which filings are necessary or, in the opinion of Agent, desirable in order to create or perfect Liens on, or evidence the interest of Agent and Secured Parties in, any Intellectual Property Collateral.

“ IP Supplement ” means an IP Supplement, substantially in the form of Exhibit V annexed hereto.

“ Patents ” means all patents and patent applications and rights and interests in patents and patent applications under any domestic or foreign law that are presently, or in the future may be, owned or held by a Grantor and all patents and patent applications and rights, title and interests in patents and patent applications under any domestic or foreign law that are presently, or in the future may be, owned by such Grantor in whole or in part (including, without limitation, the patents and patent applications set forth on Schedule 9 annexed hereto), all rights (but not obligations) corresponding thereto to sue for past, present and future infringements and all re-issues, divisions, continuations, renewals, extensions and continuations-in-part thereof.

“ Pledged Debt ” means the Debt from time to time owed to a Grantor, including the Debt set forth on Schedule 7 annexed hereto and issued by the obligors named therein, the agreements, Instruments and certificates evidencing such Debt or any guarantee, security or other credit support or Supporting Obligations therefor, and all interest, fees, cash or other property received, receivable or otherwise distributed in respect thereof or in exchange therefor.

“ Pledged Equity ” means all Equity Interests now or hereafter owned by a Grantor, including all securities convertible into, and rights, warrants, options and other rights to purchase or otherwise acquire, any of the foregoing, including those owned on the date hereof and set forth on Schedule 6 annexed hereto, the certificates or other instruments representing any of the foregoing and any interest of such Grantor in the entries on the books of any securities intermediary pertaining thereto and all distributions, dividends and other property received, receivable or otherwise distributed in respect thereof or in exchange therefor.

“ Pledged Subsidiary Debt ” means Pledged Debt owed to a Grantor by any obligor that is, or becomes, a direct or indirect Subsidiary of such Grantor, of which such Grantor is a direct or indirect Subsidiary or that controls, is controlled by or under common control with such Grantor.

“ Pledged Subsidiary Equity ” means Pledged Equity in a Person that is, or becomes, a direct Subsidiary of a Grantor.

“ Pledge Supplement ” means a Pledge Supplement, in substantially the form of Exhibit IV annexed hereto, in respect of the additional Pledged Equity or Pledged Debt pledged pursuant to this Agreement.

“ PPSA ” means the Personal Property Security Act (Nova Scotia) as such legislation may be amended, renamed or replaced from time to time, and the regulations thereunder as in effect from time to time.

“ Secured Obligations ” has the meaning set forth in Section 2 hereof.

“ Secured Parties ” means the Lenders, the Administrative Agent, the Collateral Agent, each other Indemnitee and any other holder of any Obligation of any Obligor.

“ Securities Act ” means the Security Act of 1933, as amended from time to time, and any successor statute.

“ Securities Collateral ” means, with respect to any Grantor, the Pledged Equity, the Pledged Debt and any other Equity Interests and other Investment Property in which such Grantor has an interest.

“ STA ” means the Securities Transfer Act (Nova Scotia) as such legislation may be amended, renamed or replaced from time to time, and the regulations thereunder as in effect from time to time.

“ Supplement ” means a supplement to this Agreement entered into by a Subsidiary of Company or another Person pursuant to Section 21 hereof and in the form attached as Exhibit VI.

“ Termination Date ” means the date on which (a) the Loans have been indefeasibly repaid in full, (b) all other Secured Obligations (other than Unasserted Obligations) under this Agreement and the other Loan Documents have been completely discharged and (c) the Term Loan Commitments shall have been terminated.

“ Trademark Registrations ” means all registrations that have been or may hereafter be issued or applied for thereon in the United States and any state thereof and in foreign countries (including, without limitation, the registrations and applications set forth on Schedule 8 annexed hereto).

“ Trademark Rights ” means all common law and other rights (but in no event any of the obligations) in and to the Trademarks in the United States and any state thereof and in foreign countries.

“ Trademarks ” means all trademarks, service marks, designs, logos, indicia, tradenames, trade dress, corporate names, company names, business names, fictitious business names, trade styles and/or other source and/or business identifiers and applications pertaining thereto, owned by a Grantor, or hereafter adopted and used, in its business (including, without limitation, the trademarks specifically set forth on Schedule 8 annexed hereto).

“ UCC ” has the meaning set forth in Section 1 hereof.

“ ULC ” means a Pledged Company that is an unlimited company, unlimited liability company or unlimited liability corporation under any ULC Laws.

“ ULC Laws ” means the Companies Act (Nova Scotia), the Business Corporations Act (Alberta), the Business Corporations Act (British Columbia) and any other present or future laws governing ULCs.

“ ULC Shares ” means shares, partnership interests or other Equity Interests in the capital stock of a ULC.

SECTION 36. Intercreditor Agreement.

The security interest granted pursuant to this Agreement, and the exercise of remedies, priority of Liens, and application of proceeds, in respect of the ABL DIP Credit Priority Collateral, are subject to the provisions of the Intercreditor Agreement, and any provision of this Agreement requiring delivery of Collateral, or proceeds of Collateral, that is ABL DIP Credit Priority Collateral, to the Agent, or requiring the execution and delivery of instruments or taking of other steps to assign moneys due or to become due under contracts constituting ABL DIP Credit Priority Collateral to Agent, for the benefit of the Secured Parties, in accordance with the Federal Assignment of Claims Act of 1940 or other similar applicable law, shall, for so long as the Intercreditor Agreement is in effect, be deemed to require delivery thereof to the ABL Credit Agent consistent with the Intercreditor Agreement.

SECTION 37. Canadian Interpretation.

Where the context so requires (i) all terms defined in this Agreement by reference to the “UCC” or the “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws (including, without limitation, the PPSA, the STA, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of Agent, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the STA), (iii) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws, (iv) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal and provincial securities laws in Canada; (v) all references to the United States of America, or to any subdivision, department or agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof; (vi) all reference in the Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office; and (vii) all references to “Insolvency Proceeding” shall be deemed to refer also to any insolvency proceeding occurring in Canada or under Canadian law.

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IN WITNESS WHEREOF , Grantors and Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.


GRANTORS :

				SCHOOL SPECIALTY, INC. CLASSROOMDIRECT.COM, LLC DELTA EDUCATION, LLC SPORTIME, LLC SELECT AGENDAS, CORP. CHILDCRAFT EDUCATION CORP. BIRD-IN-HAND WOODWORKS, INC. CALIFONE INTERNATIONAL, INC. PREMIER AGENDAS, INC. FREY SCIENTIFIC, INC. SAX ARTS & CRAFTS, INC.

				By: /s/ Michael P. Lavelle
				Name: Michael P. Lavelle
				Title:

Signature Page to Security and Pledge Agreement

AGENT :

BAYSIDE FINANCE, LLC,

as Agent

By: /s/ Richard Siegel

Name: Richard Siegel

Title: Authorized Signatory

Signature Page to Security and Pledge Agreement

Schedule 1 Commercial Tort Claims

School Specialty, Inc. ("SSI") v. RR Donnelley & Sons Company ("RRD"), U.S. Dist. Ct. E.D. Wis., Case No.1:12-CV-01034. SSI sued RRD for damages resulting from a deficient printing job. The claim for direct damages in this matter is approximately $1 million. RRD counterclaimed against SSI for fraud in the inducement and breach of contract, claiming SSI concealed known problems with the inks RRD used for the printing job, and SSI breached its contract with RRD by cancelling purchase orders for additional work. RRD seeks damages in excess of $500,000.

Schedule 2 Filing Offices

Secretary of State of Delaware – ClassroomDirect.com, LLC, Delta Education, LLC, Sportime, LLC, Califone International, Inc., Frey Scientific, Inc., Sax Arts & Crafts, Inc.

Secretary of State of Washington – Premier Agendas, Inc.

Secretary of State of New York – Childcraft Education Corp.

Secretary of State of New Jersey – Bird-In-Hand Woodworks, Inc.

Department of Financial Institutions of Wisconsin – School Specialty, Inc.

Nova Scotia Personal Property Registry - Select Agendas, Ltd.

Schedule 3 Office Locations, Type and Jurisdiction of Organization and Organizational

Identification Numbers


Entity	Tax ID	State of Domicile	Address*	Type
School Specialty, Inc.	39-0971239	Wisconsin	W6316 Design Drive	Corporation
			Greenville, WI 54942
ClassroomDirect.com, LLC	47-0892425	Delaware	W6316 Design Drive	LLC
			Greenville, WI 54942
Childcraft Education Corp.	13-5619818	New York	W6316 Design Drive	Corporation
			Greenville, WI 54942
Bird-in-Hand Woodworks, Inc.	22-2618811	New Jersey	3031 Industry Drive	Corporation
			Lancaster, PA 17603
Frey Scientific, Inc.	39-1953771	Delaware	W6316 Design Drive	Corporation
			Greenville, WI 54942
Sportime, LLC	22-3476939	Delaware	W6316 Design Drive	LLC
			Greenville, WI 54942
Sax Arts & Crafts, Inc.	39-1956436	Delaware	W6316 Design Drive	Corporation
			Greenville, WI 54942
Premier Agendas, Inc.	33-0481380	Washington	2000 Kentucky Street	Corporation
			Bellingham, WA 98229
Select Agendas, Corp	HFX9927	Canada	Unlimited Liability Company
			3800 Chemin de la Cote-de-Liesse
			St-Laurent, QC H4T 2A7
Califone International, Inc.	56-2003579	Delaware	1145 Arroyo Avenue	Corporation
			San Fernando, CA 91340
Delta Education, LLC	52-2328764	Delaware	80 Northwest Blvd	LLC
			Nashua, NH 03063

*	Address is the principal place of business, chief executive office and location of books and records

Schedule 4 Locations of Inventory and Equipment

3825 S Willow Avenue, Fresno, CA 93722

W6316 Design Drive, Greenville, WI 54942

1156 Four Star Drive, Mount Joy, PA 17552

100 Paragon Parkway, Mansfield, OH 44903

80 Northwest Boulevard, Nashua, NH 03063

3525 South Ninth Street, Salina, KS 67401

3031 Industry Drive, Lancaster, PA 17603

1145 Arroyo Ave, San Fernando, CA

1845 N. Airport, Fremont, NE 68026

2000 Kentucky St., Bellingham, WA 98226

2007 - 2019 Iowa Street, Bellingham, WA 98226

400 Sequoia Drive, Suite 200, Bellingham, WA 98226

625 Mount Auburn St., Cambridge, MA

109 W. Commercial St., East Rochester, NY 14445 (no inventory at this location)

438 Camino Del Rio South, San Diego, CA 92108

3175 Northwoods Parkway, Norcross, GA 30071 (no inventory at this location)

Bailee Locations

222 Tappan Drive, Mansfield, OH 44906

1000 Stricker Road, Mount Joy, PA 17552

60 Grumbacher Road, York, PA 17406

Archway NM, 1600 First Street NW, Albuquerque, NM 87102

Archway Southwest, 600 Freeport Parkway, Coppell, TX 75019

Educators Book Depository of AR, 6700 Sloane Drive, Little Rock, AR 72206

Florida School Book Depository, 1125 North Ellis Road, Jacksonville, FL 32254

Mountain State Schoolbook Depository, PO Box 160250, Clearfield, UT 84016

Northwest Textbook Depository, PO Box 5608, Portland, OR 97228

Archway Oklahoma, 5600 SW 36th Street, Oklahoma City, OK 73179