School Specialty 8K Entry into a Material Definitive Agreement | SCOO 25 May 12

Exhibit 10.3

EXECUTION COPY

$70,000,000

CREDIT AGREEMENT

Dated as of May 22, 2012

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		2
Section 1.1.	Definitions	2
Section 1.2.	Payments	39

ARTICLE II
Section 2.1.	Term Commitments	39
Section 2.2.	Procedures for Term Loans	39
Section 2.3.	Interest.	39
Section 2.4.	Setting and Notice of Rates	40
Section 2.5.	Repayment of Term Loans; Representations; Joint and Several Liability	40
Section 2.6.	Term Notes.	42
Section 2.7.	Fees	42
Section 2.8.	Use of Proceeds	42
Section 2.9.	Prepayments; Apportionment and Application	43
Section 2.10.	Payments	45
Section 2.11.	Taxes	49
Section 2.12.	Increased Costs; Capital Adequacy; Funding Exceptions	50
Section 2.13.	Funding Losses	53
Section 2.14.	Right of Lenders to Fund through Other Offices	53
Section 2.15.	Discretion of Lenders as to Manner of Funding	53
Section 2.16.	Conclusiveness of Statements; Survival of Provisions	53
Section 2.17.	Overadvances and Protective Advances	53
Section 2.18.	Maximum Interest	54
Section 2.19.	Defaulting Lenders	54

ARTICLE III		55
Section 3.1.	Conditions Precedent to the Term Loans	55
Section 3.2.	Additional Conditions Precedent to Term Loans	60

ARTICLE IV		61
Section 4.1.	Existence and Power; Good Standing; Compliance with Law	61
Section 4.2.	Authorization for Borrowings; No Conflict as to Law or Agreements	61
Section 4.3.	Legal Agreements	62
Section 4.4.	Group Members; Subsidiaries; Equity Interests	62
Section 4.5.	Financial Condition; No Adverse Change; No Restricted Payments	62
Section 4.6.	Litigation	63
Section 4.7.	Margin Regulations	63
Section 4.8.	Taxes	63
Section 4.9.	Titles and Liens; Letters of Credit	64
Section 4.10.	Employee Benefits Plans	64
Section 4.11.	Default; Affiliate Transactions; Material Contracts	64
Section 4.12.	Environmental Compliance	65
Section 4.13.	Financial Solvency	66


Section 4.14.	Real Estate	66
Section 4.15.	Deposit Accounts and Securities Accounts	67
Section 4.16.	Labor Relations	67
Section 4.17.	Relevant Jurisdictions	68
Section 4.18.	Intellectual Property	68
Section 4.19.	Ownership	68
Section 4.20.	Restrictions on Subsidiaries	68
Section 4.21.	Insurance	69
Section 4.22.	Schedules	69
Section 4.23.	Anti-Terrorism Laws	69
Section 4.24.	Customers and Suppliers	69
Section 4.25.	Surety Obligations	70
Section 4.26.	Brokers	70
Section 4.27.	Burdensome Contracts	70
Section 4.28.	Not a Regulated Entity	70
Section 4.29.	Payables Practices	70
Section 4.30.	Criminal Charges	71
Section 4.31.	Commodity Hedging	71
Section 4.32.	Complete Disclosure	71
Section 4.33.	Survival of Representations and Warranties	71

ARTICLE V		71
Section 5.1.	Reporting Requirements	71
Section 5.2.	Books and Records; Inspection and Examination; Appraisals	77
Section 5.3.	Compliance with Laws	78
Section 5.4.	Payment of Taxes and Other Claims; Environmental Compliance Payments	78
Section 5.5.	Maintenance of Properties; Material Contracts	79
Section 5.6.	Insurance	79
Section 5.7.	Preservation of Existence	80
Section 5.8.	Subsidiaries	80
Section 5.9.	Permits	81
Section 5.10.	Lender Group Meetings	81
Section 5.11.	Real Estate	81
Section 5.12.	Deposit Accounts and Securities Accounts; Cash Management	82
Section 5.13.	Inventory Sold on Consignment	83
Section 5.14.	Further Assurances	83
Section 5.15.	ERISA Compliance	83
Section 5.16.	Post-Closing Real Estate Conditions	84
Section 5.17.	Other Post-Closing Conditions	85

ARTICLE VI		86
Section 6.1.	Liens	86
Section 6.2.	Debt; Surety Bonds	86
Section 6.3.	Investments	86
Section 6.4.	Restricted Payments; Payments on Subordinated Debt and Other Debt	87
Section 6.5.	Sale or Transfer of Assets; Suspension of Business Operations	88


Section 6.6.	Restrictions on Issuance and Sale of Subsidiary Stock; Agreements Binding on Subsidiaries	90
Section 6.7.	Consolidation, Dissolution, Amalgamation and Merger; Fundamental Changes; Asset Acquisitions; Officer Appointments	90
Section 6.8.	Restrictions on Nature of Business	91
Section 6.9.	Prohibition of Entering into Negative Pledge Arrangements	91
Section 6.10.	Accounting	91
Section 6.11.	Hazardous Substances	91
Section 6.12.	Transactions with Affiliates	92
Section 6.13.	No Amendments of Organization Documents, Material Contracts or Revolving Credit Documents	93
Section 6.14.	No Sale-Leaseback Transactions	93
Section 6.15.	Anti-Terrorism Laws	94
Section 6.16.	Total Outstanding Revolving Amount	94
Section 6.17.	Maximum Secured Leverage Ratio	94
Section 6.18.	Maximum Total Leverage Ratio	94
Section 6.19.	Maximum Term Loan Ratio	95
Section 6.20.	Minimum Fixed Charge Coverage Ratio	95
Section 6.21.	Minimum Interest Expense Coverage Ratio	96
Section 6.22.	Mimimum Liquidity Test	96
Section 6.23.	Inventory at Bailees	96
Section 6.24.	Maximum ABL Outstandings	97
Section 6.25.	Proceeds of Term Loan Priority Collateral	97
Section 6.26.	Select Agendas Legal Opinion	97
Section 6.27.	Premier School Agendas Investments	97

ARTICLE VII		98
Section 7.1.	Events of Default	98
Section 7.2.	Rights and Remedies	101

ARTICLE VIII		104
Section 8.1.	Authorization; Powers	104
Section 8.2.	Application of Proceeds	106
Section 8.3.	Exculpation	106
Section 8.4.	Use of the Term “Agent\	107
Section 8.5.	Reimbursement for Costs and Expenses	107
Section 8.6.	Payments Received Directly by Lenders	107
Section 8.7.	Indemnification	107
Section 8.8.	Agent and Affiliates	108
Section 8.9.	Credit Investigation	108
Section 8.10.	Defaults	108
Section 8.11.	Obligations Several	108
Section 8.12.	Sale or Assignment; Addition of Lenders	108
Section 8.13.	Participation	110
Section 8.14.	Withholding Tax Exemption	111
Section 8.15.	Agent’s Counsel	111
Section 8.16.	Obligor not a Beneficiary or Party	112


Section 8.17.	Administrative Agent and Collateral Agent May Delegate Duties	112
Section 8.18.	Collateral Matters	112
Section 8.19.	Agency for Perfection	113
Section 8.20.	Field Audits and Examinations; Confidentiality; Disclaimers by Lenders	113
Section 8.21.	Successor Agent	114

ARTICLE IX		114
Section 9.1.	Guaranty	114
Section 9.2.	Special Provisions Applicable to Additional Guarantors	118
Section 9.3.	Maximum Liability of Obligors	118
Section 9.4.	Contribution Rights, Etc.	119

ARTICLE X		120
Section 10.1.	No Waiver; Cumulative Remedies	120
Section 10.2.	Amendments, Requested Waivers, Etc.	120
Section 10.3.	Notices and Distributions	122
Section 10.4.	Agent Expenses	123
Section 10.5.	Costs and Expenses; Indemnification	123
Section 10.6.	Execution in Counterparts	124
Section 10.7.	Governing Law; Jurisdiction; Waiver of Jury Trial; Waiver of Special, Direct, or Consequential Damages	124
Section 10.8.	Integration; Inconsistency	125
Section 10.9.	Agreement Effectiveness	125
Section 10.10.	Advice from Independent Counsel	125
Section 10.11.	Binding Effect; No Assignment by Borrower; Third Party Beneficiary	126
Section 10.12.	Confidentiality	126
Section 10.13.	Severability of Provisions	127
Section 10.14.	Senior Debt	127
Section 10.15.	Reserved	127
Section 10.16.	USA Patriot Act	127
Section 10.17.	Administrative Borrower as Agent for Borrowers	127
Section 10.18.	Intercreditor Agreement	128

Exhibits and Schedules

Exhibits:


A	Term Note
B	Compliance Certificate
C	Guaranty Supplement
D	Notice of Borrowing
E	Security Agreement
F	Intercompany Subordination and Payment Agreement
G	Assignment Certificate
J	Form of Local Counsel Opinion
M	Form of Leasehold Mortgage
Q	Schedule of Closing Documents
S	Projected Interest Payments

Schedules:


1.1.1	Term Commitment
3.1(a)(i)	Deposit Accounts and Securities Accounts Controlled at Closing
3.1(a)(ii)	Real Property
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
4.12	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


4.24	Termination, Cancellation, Modification, Etc. of Material Supply or Customer Relationships
4.26	Brokers
4.27	Restrictive Agreements
4.30	Criminal Charges
5.12	Acceptable Cash Management System
5.16(d)	Leasehold Mortgages
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

CREDIT AGREEMENT

This Credit Agreement is dated as of May 22, 2012, 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 withSection 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 ofArticle 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:

School Specialty is party to a Credit Agreement (the “Existing Credit Agreement”), dated as of April 23, 2010, with the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, and JPMorgan Chase Bank, N.A. and U.S. Bank National Association as co-syndication agents.

The Borrowers desire to refinance the Existing Credit Agreement and to obtain the extensions of credit contemplated hereby and are willing to be jointly and severally liable for the Obligations upon the terms and conditions set forth in this Agreement, and the Guarantors are willing to guarantee the Obligations upon the terms and conditions set forth in this Agreement.

The Borrowers, concurrently with the entry into of this Agreement, are entering into a Credit Agreement (as amended from time to time in accordance with the terms and conditions hereof and of the Intercreditor Agreement, the “Revolving Credit Agreement”) with Wells Fargo Capital Finance, LLC, as administrative agent and collateral agent and the lenders party thereto from time to time, secured by a Lien on the same collateral that secures the Obligations, and in connection therewith, the Agent and the Revolving Agent and the Obligors will enter into the Intercreditor Agreement.

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”, “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)

no change in the accounting principles used in the preparation of any financial statement hereafter adopted by a Borrower shall be given effect if such change would affect a calculation that measures compliance with any provision ofSections6.17,6.18,6.19,6.20 and6.21 unless the Administrative Borrower, the Administrative Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP (which modifications the Administrative Borrower, Administrative Agent and the Lenders agree to negotiate in good faith with the intent of having the respective positions of the Lenders and the Borrowers after such changes in GAAP conform as nearly as possible to their respective positions prior to such changes in GAAP) and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP.

“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.

“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.

“Accelerated Learning EBITDA” for any period shall be calculated in accordance with Exhibit B and on a basis consistent (including without limitation with respect to the allocation of corporate overhead) with Annex B of the Compliance Certificate delivered at the Closing Date,and means net income of the Accelerated Learning Businessless (in each case to the extent included in the calculation of net income, but without duplication): (i) income tax credits and any other tax benefits, (ii) interest income, and (iii) cash or non-cash gains or income from items that are extraordinary;plus: (in each case to the extent deducted in the calculation of net income, but without duplication): (i) any provision for income tax, (ii) Interest Expense, (iii) depreciation and amortization, (iv) extraordinary non-cash losses (including impairment charges) or expenses, (v) non-cash expense related to stock-based compensation, and (vi) restructuring charges or expenses (including severance costs) incurred in such period, in an amount not in excess of $1,000,000 for any four-quarter period;provided further that for purposes of calculating Accelerated Learning EBITDA, no Reconcilable Inclusion with respect to the Accelerated Learning Business shall be given effect and the applicable contracts, rights or other assets (and any associated income or loss) shall not be considered part of the Accelerated Learning Business;provided further that Accelerated Learning EBITDA for any period that includes the date on which the Seeds Divestiture occurred shall be calculated on a pro forma basis as though the Seeds Divestiture had occurred on the first day of such period. For any period, Accelerated Learning EBITDA shall be reduced by the amount of Planner Business EBITDA that exceeds 50% of the aggregate Accelerated Learning EBITDA prior to such adjustment.

“Acceptable Cash Management System” has the meaning specified inSection 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 specified inSection 5.11.

“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 specified inSection 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 specified inSection 8.15.

“Agent’s Liens” means the Liens granted by Obligors to the Collateral Agent under the Loan Documents.

“Agreement” means this Credit Agreement and all exhibits, amendments and supplements hereto and all restatements thereof.

"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.

“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, 11.0% per annum.

“Applicable Term Loan Percentage” means, (i) with respect to any Early Payment Fee Event occurring from and including the 549^th day after the Closing Date to and including the 913^th day after the Closing Date, 6.0%, (ii) with respect to any Early Payment Fee Event occurring from and including the 914^th day after the Closing Date to and including the 1,338^th day after the Closing Date, 1.0%, and (iii) with respect to any Early Payment Fee Event occurring after the 1,338^th day after the Closing Date, 0.0%.

“Applicant” has the meaning specified inSection 8.12.

“Application Event” means the occurrence of (a) an Event of Default described inSection 7.1(e)(ii), or (b) any other Event of Default and the exercise thereupon by the Administrative Agent of any of the remedies described inSection 7.2.

“Appraisal” means any appraisal acceptable to the Administrative Agent of Collateral, delivered to the Administrative Agent in connection herewith.

“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.

“Assignee” means an Applicant to whom all or a portion of the rights of a Lender have been assigned pursuant to and in accordance withSection 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 withSection 8.12.

“Assignment Certificate” has the meaning specified inSection 8.12.

“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 Revolving Credit Loans under Section 2.1 of the Revolving Credit Agreement (after giving effect to the then outstanding Revolving Credit Obligations, it being understood that 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 $200,000,000 in any event) over the amount of outstanding Revolving 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 Revolving 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 Availability hereunder, to (i) any revisions of “excluding criteria” (as permitted in the Revolving Agent’s Permitted Discretion within the proviso of each definition of Eligible Accounts and Eligible Inventory in the Revolving 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 Revolving Agent’s Permitted Discretion (as defined in the Revolving 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 Revolving Agent on the Revolving Credit Priority Collateral, on account of which the Lien Priority Reserve was applied).

“Available Net Assets” has the meaning specified inSection 9.4.

"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.

“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.

“Blocked Person” has the meaning specified inSection 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 Revolving 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 specified inSection 2.12(b)(ii).

“Capital Adequacy Rule Change” has the meaning specified inSection 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.

“Cash Dominion Event” means the occurrence of any of the events of circumstances described in clauses (i) through (v) 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 onSchedule 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.).

“Change of Control” means (a) an event or series of events by which:

(i) any “person” or “group” (as such terms are used in Section 13(d) and 14 (d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13-d and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed 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 Revolving 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.

“Closing Date” means the first date, on or after May 22, 2012, on which all of the conditions precedent to the closing of the transactions contemplated hereby are satisfied or waived in accordance withSection 3.1 andSection 3.2.

“Closing Fee” has the meaning specified inSection 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 thereof now owned or hereafter acquired by any Obligor in or upon which a Lien is granted under any of the Loan Documents.

“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.

“Commitments” means the Term Commitments, or any of them.

“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 specified inSection 10.3(b).

“Compliance Certificate” means a certificate in the form ofExhibit B, duly completed and signed by the chief executive officer or the chief financial officer of the Administrative Borrower.

“Consigned Goods” has the meaning specified inSection 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 specified inSection 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 specified inSection 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 Term 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

(l)

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 specified inSection 2.19.

“Default Rate” has the meaning specified inSection 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.

“Designated Divestiture Business Unit” means the Approved Divestiture Unit designated as the “Designated Divestiture Business Unit” in writing by the Administrative Borrower to the Agent and approved by the Agent in writing prior to the date hereof.

“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 Term 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 Scheduled Term Loan Maturity Date.

“Dollars” or “$” means United States dollars.

“Early Payment Fee” has the meaning specified inSection 2.10(g).

“Early Payment Fee Event” has the meaning specified inSection 2.10(g).

“EBITDA” means, for any period, calculated in accordance with Exhibit B and on a basis consistent (including without limitation with respect to the allocation of corporate overhead) with Annex B of the Compliance Certificate delivered at the Closing Date, net income of the Administrative Borrower and its Subsidiaries on a consolidated basisless (in each case to the extent included in the calculation of net income, but without duplication): (i) income tax credits and any other tax benefits, (ii) interest income, and (iii) cash or non-cash gains or income from items that are extraordinary;plus: (in each case to the extent deducted in the calculation of net income, but without duplication): (i) any provision for income tax, (ii) Interest Expense, (iii) depreciation and amortization, (iv) extraordinary non-cash losses (including impairment charges) or expenses, (v) non-cash expense related to stock-based compensation, and (vi) restructuring charges or expenses (including severance costs) incurred in such period, in an amount not in excess of (x) $4,000,000 for any four-quarter period ending during the Administrative Borrower’s fiscal year ending in April 2013, (y) $3,000,000 for any four-quarter period ending during the Administrative Borrower’s fiscal year ending in April 2014, and (z) $2,000,000 for any four-quarter period ending thereafter (provided that the amount of restructuring charges and expenses associated with the Accelerated Learning Business and added back pursuant to this clause (vi) shall not exceed $1,000,000 for any four-quarter period);provided that (x) the net income of Carson-Dellosa Publishing, LLC shall be excluded, except that it shall be included to the extent of the amount of the excess, if any of (A) the amount of cash dividends or other cash distributions actually paid to an Obligor by Carson-Dellosa Publishing, LLC (except in connection with a Carson-Dellosa Drag-Along Sale) during such period over (B) the amount of cash contributions and advances received from the Obligors by Carson-Dellosa Publishing, LLC during such period, and (y) the net losses of Carson-Dellosa Publishing, LLC shall be excluded, except that it shall be included to the extent of the amount of the excess, if any of (A) the amount of cash contributions and advances received from the Obligors by Carson-Dellosa Publishing, LLC during such period over (B) the amount of cash dividends or other cash distributions actually paid to an Obligor by Carson-Dellosa Publishing, LLC (except in connection with a Carson-Dellosa Drag-Along Sale) during such period;provided further that EBITDA for any period that includes the date on which the Seeds Divestiture occurred shall be calculated on a pro forma basis as though the Seeds Divestiture had occurred on the first day of such period.

“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 Term Loans and Term Commitments pursuant toSection 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.

“ERISA Event” means (a) the existence of a condition or event with respect to an ERISA Plan that presents a risk either of the imposition of an excise tax or any other liability on any Group Member or of the imposition of a Lien on any portion of the assets of any Group Member; (b) the engagement by a Controlled Group member in a non-exempt “prohibited transaction” (as defined under Section 406 of ERISA or Section 4975 of the IR Code) or a breach of a fiduciary duty under ERISA that could 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 specified inSection 7.1.

“Existing Credit Agreement” has the meaning set forth in the Recitals to this Agreement.

“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).

“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 specified inSection 5.2(a).

“Fixed Charges” means for any measuring period the sum, without duplication, in each case with respect to the Administrative Borrower and its Subsidiaries on a consolidated basis, of (i) Interest Expense (other than Non-Cash Interest Expense) paid or payable during such period; (ii) payments in respect of FX and Currency Option Obligations, Commodity Hedging Obligations and Rate Hedging Obligations (on a net basis to the extent subject to a net settlement agreement); (iii) payments in respect of Capitalized Lease Liabilities and other purchase money Debt; (iv) cash payments in respect of taxes, net of cash refunds of taxes paid relating to the same tax year; (v) payments in respect of any ERISA Plan, Pension Plan or other employee benefit plan or pension, to the extent such payments do not result in a deduction from EBITDA; (vi) scheduled payments in respect of all Debt other than Debt referred to above; (vii) the aggregate amount of Unfinanced Capital Expenditures; (viii) payments in respect of any litigation or any extraordinary or one-time cash payments, to the extent in excess of $1,000,000 in the aggregate for such measuring period; and (ix) Product Development Expense;minus, to the extent received in cash during such period, any tax refund in respect of income taxes relating to fiscal years 2012 or later other than cash tax refunds deducted from cash tax payments pursuant to clause (iv) above.

“Fixed Charge Coverage Ratio” means for any measuring period the ratio of (x) EBITDA for such period to (y) Fixed Charges for such period.

“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.

“Funds Flow Memorandum” means, with respect to any Term Loan proposed to be borrowed under this Agreement, a listing of Persons to whom the proceeds of the Term 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 Term Loan is proposed to be made.

“Funding Obligor” has the meaning specified inSection 9.4.

“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 inSection 4.5. In the event GAAP changes after the date of such financial statements, the parties agree to negotiate revised definitions and covenants to adjust to these changes in accordance with Section1.1(o).

“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.

“Guaranty” means the guaranty by the Guarantors of the Obligations, as set forth in, and subject to the terms of, Article IX.

“Guarantor Obligations” has the meaning specified inSection 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 toSection 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 Supplement” has the meaning specified inSection 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.

“Indemnitees” has the meaning specified inSection 10.5.

“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 ofExhibit F hereto, as the same may be amended, supplemented or restated from time to time.

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of even date herewith, executed by Wells Fargo Capital Finance, LLC, in its capacity as agent under the Revolving Credit Documents, and the Agent.

“Interest Expense” means, for any period and without duplication, the sum of (a) the aggregate of the cash interest expense and Non-Cash Interest Expense of Obligors for such period, determined on a consolidated basis in accordance with GAAP, and including, without limitation, the component of payments in respect of conditional sale contracts, Capitalized Lease Liabilities, purchase money Debt and Sale/Leaseback Liabilities and title retention agreements treated under GAAP as interest, (b) all commissions, discounts and other fees and charges with respect to letters of credit and bankers’ acceptance financings, (c) all commitment and facility or analogous fees payable under any Debt or other financing agreements, (d) all collateral monitoring fees and expenses, agent fees and other expenses and indemnities owing under any Debt or other financing agreements and any Agent Expenses and other fees and amounts payable to the Secured Parties (excluding (i) the Closing Fee, (ii) any Early Payment Fee, and (iii) all Agent Expenses and expenses of the Revolving Agent incurred or accrued in the case of this clause (iii) with respect to, but only with respect to, the period prior to the Closing Date and that are payable on or prior to the Closing Date, other than the annual agent’s fee payable to the Agent pursuant to the Administrative Agent Fee Agreement, which shall be included in Interest Expense) and (e) all Rate Hedging Obligations.

“Interest Expense Coverage Ratio” means for any measuring period the ratio of (x) EBITDA for such period to (y) Interest Expense (other than Non-Cash Interest Expense) paid or payable for such period.

“Interest Period” means each period beginning on the first day, and ending on the last day, of each fiscal quarter, provided that the initial Interest Period shall commence on the Closing Date and end on the last day of the fiscal quarter in which the Closing Date occurs.

“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.

“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 Revolving 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 Revolving 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).

“Limited Call Period” means the period from the Closing Date through and including the 548^th day after the Closing Date.

“Loan Documents” means this Agreement, the Term Notes, 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.

“Make Whole Amount” means, with respect to any Called Principal of Term Loans, an amount equal to the Discounted Yield Value thereon for the Called Principal Determination Period. For the purposes of determining the Make Whole Amount, the following terms have the following meanings:

“Applicable Percentage” means 0.50% (50 basis points).

“Called Principal” means, with respect to any prepayment of Term Loans pursuant toSection 2.9(b), and any prepayment of Term Loans pursuant toSection 2.9(a) (to the extent provided therefor inSection 2.09(c)(iii)), the principal amount of such Term Loans so prepaid, and in the case of Term Loans that are accelerated, or that have become or are declared to be immediately due and payable pursuant toSection 7.2 or otherwise, or in respect of which a claim has arisen in any Insolvency Proceeding, as the context requires, the principal amount of the Term Loans so accelerated, or that have been declared, or have become, due and payable pursuant to Section 7.2, or as to which a claim has arisen in any Insolvency Proceeding.

“Called Principal Determination Date” means, with respect to any prepayment of Term Loans pursuant toSection 2.9(b), and any prepayment of Term Loans pursuant toSection 2.9(a) (to the extent provided therefor inSection 2.09(c)(iii)), the date of such prepayment, and in the case of Term Loans that are accelerated, or that have become or are declared to be immediately due and payable pursuant toSection 7.2 or otherwise, or in respect of which a claim has arisen in any Insolvency Proceeding, as the context requires, the date of such acceleration, or that such Term Loans were declared or became due and payable, or that such claim in an Insolvency Proceeding arose, as applicable.

“Called Principal Determination Period” means, as to any Called Principal and related Projected Interest Payments, the period from the relevant Called Principal Determination Date to December 31, 2015.

“Discounted Yield Value” means, with respect to Projected Interest Payments on any Called Principal of Term Loans, the amount obtained by discounting the aggregate Projected Interest Payments that would accrue on such Called Principal during the Called Principal Determination Period therefor at a discount factor (applied on quarterly periodic basis for each fiscal quarter during the Called Principal Determination Period) equal to the Reinvestment Yield with respect to such Projected Interest Payments.

“Projected Interest Payments” means, as to any Called Principal of Term Loans, the aggregate amount of interest that would accrue during the Called Principal Determination Period therefor assuming that (x) such interest would accrue on each day during such Called Principal Determination Period at the same rate of interest as is applicable to the Term Loans hereunder on the relevant Called Principal Determination Date, such Projected Interest Payments to be calculated in the manner utilized in, and based on the methodology and assumptions implicit in, the hypothetical calculation prepared by the Administrative Borrower as an example and attached hereto asExhibit S (it being agreed that the hypothetical Called Principal amount, interest rates and payment dates utilized in such hypothetical computation are not indicative of any actual Called Principal or Called Principal Determination Date or the actual interest rates that would apply on any actual Called Principal Determination Date as to any actual Called Principal) and (y) such Called Principal remained outstanding in full during the entire Called Principal Determination Period.

“Reinvestment Yield” means, with respect to Projected Interest Payments on any Called Principal, the sum of the (x) Applicable Percentage plus (y) the yield to maturity implied by (i) the yields reported as of 10:00 A.M. (New York City time) on the second Business Day preceding the applicable Called Principal Determination Date with respect to such related Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity as close as practicable to December 31, 2015, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the applicable Called Principal Determination Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity as close as practicable to December 31, 2015. In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and longer than December 31, 2015 and (2) the applicable U.S. Treasury security with the maturity closest to and shorter than December 31, 2015. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate applicable pursuant to Section 2.3.

“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;

(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;

(c)

the ability of any Obligor to perform its obligations under the Loan Documents; or

(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 ofSchedule 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.

“Maximum Available Net Assets” has the meaning specified inSection 9.4.

“Maximum Revolving Credit Amount” means $200,000,000.

“MD&A” means a customary Management Discussion and Analysis relating to financial statements acceptable in scope and form to the Administrative Agent.

“Minimum Liquidity Test” means, with respect to the Group Members at the close of business on the last Business Day of each fiscal month, that (x) the sum of (i) the Availability at such time plus (ii) Unrestricted Cash of the Obligors at such time exceeds (y) $20,000,000.

“Mortgage Policies” has the meaning specified inSection 3.1(a)(ii).

“Mortgages” has the meaning specified inSection 3.1(a)(ii).

“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 Revolving 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 Revolving 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-Cash Interest Expense” means all in interest expense other than interest expense that is paid or payable in cash, and which shall include pay-in-kind or capitalized interest expense.

“Non-Consenting Lender” has the meaning specified inSection 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.

“Notice of Borrowing” means a notice by the Administrative Borrower to the Administrative Agent in the form ofExhibit D.

“Notification” has the meaning specified inSection 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 under Bankruptcy Code Section 362 (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.

“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 withSection 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 specified inSection 2.11.

“PBGC” 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 Term Loans, (a) the amount of such Lender’s Term Commitment divided by the Term Commitment Amount, or (b) if the Term Commitments have been terminated, the aggregate outstanding principal amount of such Lender’s Term Loans divided by the aggregate outstanding principal amount of Term 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)

Debt of the Obligors in existence on the date of this Agreement and listed in, in the case of Debt owing to Persons who are not Obligors, Part A of Schedule 6.2, together with refinancings and renewals of Debt (other than the fee payable to Baird described in Section 5.17(d)) listed in Part A ofSchedule 6.2 so long as: (i) (x) the maximum available or committed amount of any such refinanced or renewed Debt is not increased in connection therewith and (y) the rate of interest (and amounts paid in lieu of interest) shall not be increased in connection therewith, except that in the case of a refinancing of the 2011 Convertible Subordinated Debentures, the cash interest rate (and cash amounts paid in lieu of interest) on any refinancing Debt in respect thereof cannot exceed 12.5% per annum, (ii) no Obligor that is not originally obligated with respect to repayment of such Debt becomes, or is required to become, obligated with respect thereto, (iii) such refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so refinanced or renewed, (iv) the terms of any such refinancing or renewal are not less favorable to the obligor thereunder than the original terms of such Debt and (v) if such Debt that is refinanced or renewed was subordinated in right of payment to the Obligations, then the terms and conditions of the refinanced or renewed Debt must include subordination terms and conditions that are at least as favorable to the Agent and Lenders as those to the Debt so refinanced or renewed;

(b)

Permitted PMM/Capital Lease Debt;

(c)

Intercompany Debt permitted underSection 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 February 25, 2012, listed in Part B ofSchedule 6.2;

(d)

the Term Loans and other Debt outstanding under this Agreement;

(e)

Revolving Credit Loans and LC Obligations outstanding from time to time under the Revolving Credit Agreement, in an aggregate amount not to exceed at any time the Maximum Revolving Credit Amount, and any refinancing of the Revolving Credit Loans pursuant to a separate revolving credit facility so long as such refinancing is permitted by the terms of the Intercreditor Agreement (as in effect on the date hereof);

(f)

Subordinated Debt not otherwise referred to in clause (a) above in an aggregate principal amount not to exceed $200,000;

(g)

other unsecured Debt in a principal amount outstanding from time to time not to exceed $200,000;

(h)

endorsement of instruments or other payment items for deposit;

(i)

Debt consisting of (i) unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with dispositions of business units permitted bySection 6.5; and (ii) unsecured guarantees with respect to Debt of School Specialty or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty could have incurred such underlying Debt;

(j)

[Reserved];

(k)

Debt owed to any Person providing property, casualty, liability, or other insurance to School Specialty or any of its Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year;

(l)

unsecured Debt incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business; and

(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.

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 Divestiture” means a sale (or a series of simultaneously consummated related sales), within one year after the Closing Date, of one or more business units that have been disclosed in writing to the Agent and approved in writing by the Agent in its sole discretion prior to the Closing Date (such business units, the “Approved Divestiture Units”).

“Permitted LC Collateral” means investments in cash and Cash Equivalents in an amount not to exceed (x) through the 90^th calendar day after the Closing Date, $2.85 million, and (y) thereafter, $0, in each case to the extent securing outstanding (matured or contingent) reimbursement obligations of the Obligors in respect of letters of credit issued prior to the Closing Date.

“Permitted Liens” means:

(a)

Liens in existence on the date of this Agreement and listed inSchedule 6.1 (including any subsequent extension or renewal or replacement of such Liens to the extent (i) the related extension or renewal or replacement of the Debt secured thereby is otherwise permitted under this Agreement, (ii) the principal amount secured thereby or rate of interest thereon is not increased above the amount or rate, as applicable, outstanding immediately prior to such extension, renewal or replacement, and (iii) the property subject thereto is not increased);

(b)

Liens for taxes or assessments or other governmental charges to the extent not required to be paid bySection 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 bySection 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 Loan Documents in favor of the Agent and/or the other Secured Parties;

(g)

Liens created under the Revolving Credit Documents securing the Revolving Credit Obligations and that are subject to the 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;

(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 in the ordinary course of business;

(m)

Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Debt;

(n)

solely on or prior to the 90^th calendar day after the Closing Date, Liens on Permitted LC Collateral in favor of the issuer of the applicable letters of credit; and

(o)

Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties not yet delinquent in connection with the importation of goods.

“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 onSchedule 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 inclauses (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 Revolving 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.

“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.

“Planner Business EBITDA” means, for any period, calculated in accordance with Exhibit B and on a basis consistent (including without limitation with respect to the allocation of corporate overhead) with Annex B of the Compliance Certificate delivered at the Closing Date, net income of the Planner Business on a consolidated basisless (in each case to the extent included in the calculation of net income, but without duplication): (i) income tax credits and any other tax benefits, (ii) interest income, and (iii) cash or non-cash gains or income from items that are extraordinary;plus: (in each case to the extent deducted in the calculation of net income, but without duplication): (i) any provision for income tax, (ii) Interest Expense, (iii) depreciation and amortization, (iv) extraordinary non-cash losses (including impairment charges) or expenses, (v) non-cash expense related to stock-based compensation, and (vi) restructuring charges or expenses (including severance costs) incurred in such period, in an amount not in excess of $1,000,000 for any four-quarter period;provided further that for purposes of calculating Planner Business EBITDA, no Reconcilable Inclusion with respect to the Planner Business shall be given effect and the applicable contracts, rights or other assets (and any associated income or loss) shall not be considered part of the Planner Business.

“Platform” has the meaning specified inSection 10.3(b).

“Product Development Expense” means, for any period, the capitalized cash investment on product development for such period.

“Projections” has the meaning specified inSection 4.5.

“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.

“Protective Advances” has the meaning specified therefor inSection 2.17(a).

"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 specified inSection 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 withSection 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 Revolving Credit Documents and the

payment of all related fees, costs and expenses and the payment in full of all Debt and other obligations owing under the Existing Credit Agreement and termination thereof.

“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 specified inSection 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 inSection 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 specified inSection 7.2.

“Required Lenders” means, at any time, the Lenders whose Percentages aggregate at least a majority or more of all Percentages,provided that at any time that Bayside and its Affiliates hold in the aggregate at least 25% of outstanding principal amount of the Term Loans, Required Lenders shall include Bayside or an Affiliate thereof.

“Required Payment” has the meaning specified inSection 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 specified inSection 2.12(b)(i).

“Revolving Agent” means, collectively, the administrative agent and the co-collateral agents under the Revolving Credit Agreement, or any of them, as the context may require.

“Revolving Commitment” means, with respect to each Revolving Credit Lender, the obligation of such Revolving Credit Lender to make Revolving Credit Loans and participate in the Letters of Credit, as contemplated by and pursuant to the Revolving Credit Agreement, or the aggregate amount of such obligation as in effect from time to time, as the context may require.

“Revolving Credit Agreement” has the meaning set forth in the Recitals to this Agreement.

“Revolving Credit Documents” means, collectively, (i) the Revolving Credit Agreement and (ii) each Loan Document, as defined therein.

“Revolving Credit Lenders” means all lenders party to the Revolving Credit Agreement having Revolving Commitments, or holding outstanding Revolving Credit Loans, under the Revolving Credit Agreement

“Revolving Credit Loans” means the revolving credit loans made by the lenders under the Revolving Credit Agreement to the Borrowers pursuant to the Revolving Credit Agreement.

“Revolving Credit Obligations” means the Revolving Credit Loans, all LC Obligations and all other “Obligations” under and as defined in Revolving Credit Agreement.

“Revolving Credit Priority Collateral” means “ABL Priority Collateral” under and as defined in the Intercreditor Agreement.

“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.

“Schedule of Closing Documents” means a schedule, delivered by the Administrative Agent to the Administrative Borrower in writing on or prior to the date hereof, listing Loan Documents and other items to be fully executed and delivered by all parties thereto as a condition to the occurrence of the Closing Date, in the form attached hereto as Exhibit Q.

“Scheduled Term Loan Maturity Date” means the earliest of (x) December 31, 2015, (y) October 31, 2014 if the 2011 Convertible Subordinated Debentures have not been refinanced prior to such date, and (z) 30 days prior to the first put date occurring after the date hereof pursuant to the 2011 Convertible Subordinated Debenture Documents (as amended, supplemented or modified) or any Debt refinancing the 2011 Convertible Subordinated Debentures.

“School Specialty” has the meaning set forth in the Preamble to this Agreement.

“Secured Debt” means (a) the Term Loans, (b) the Revolving Credit Obligations, (c) all Permitted PMM/Capital Lease Debt, and (d) all Sale/Leaseback Liabilities.

“Secured Leverage Ratio” means for any measuring period the ratio of (x) the aggregate amount of Secured Debt of the Group Members, on a consolidated basis, as of the last day of such period to (y) EBITDA for such period.

“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 ofExhibit 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 Revolving Credit Obligations.

“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including subordinated and contingent liabilities, of such Person; (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and liabilities, including subordinated and contingent liabilities as

they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; (d) such Person is not insolvent, as that term is used and defined in Section 101(32) of the United States Bankruptcy Code and Section 2 of the Uniform Fraudulent Transfer Act; (e) such Person does not, by executing, delivering or performing its obligations under any agreement or entering into any transaction or by taking any action with respect thereto, intend to hinder, delay or defraud either its present or future creditors; (f) such Person does not contemplate filing a petition in bankruptcy or for an arrangement or reorganization or similar proceeding under any law of any jurisdiction or country, and, to the best knowledge of such Person, is not the subject of any Insolvency Proceedings or similar proceedings under any law of any jurisdiction or country threatened or pending against such Person; and (g) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can be reasonably be expected to become an actual or matured liability.

“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 Scheduled Term Loan 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.

“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.

“Taxes” has the meaning specified inSection 2.11.

“Tax Returns” has the meaning specified inSection 4.8.

“Term Commitment” means, with respect to each Lender, the amount of the Term Commitment set forth opposite such Lender’s name onSchedule 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 Term Loans, as contemplated by this Agreement; each Term Commitment shall terminate on the Closing Date upon the making of the Term Loans, in accordance withSection 2.1.

“Term Commitment Amount” means the aggregate amount of the Term Commitments of all Lenders at any time, which amount shall initially be $70,000,000, and which shall be terminated on the Closing Date upon the making of the Term Loans, in accordance withSection 2.1.

“Term Loan Priority Collateral” has the meaning specified in the Intercreditor Agreement.

“Term 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 Revolving Credit Priority Collateral.

“Term Loan Ratio” means for any measuring period the ratio of (x) the aggregate amount of Term Loans, as of the last day of such period to (y) Accelerated Learning EBITDA for such period.

“Term Loans” means the term loans by the Lenders to the Borrowers made pursuant toSection 2.1 utilizing the Term Commitments.

“Term Note” means a promissory note of the Borrowers payable to a Lender in the amount of such Lender’s Term Loan, in substantially the form ofExhibit A (as such promissory note may be amended, extended or otherwise modified from time to time), evidencing the Term Loans, and also means each promissory note accepted by such Lender from time to time in substitution therefor or in renewal thereof.

“Total Available Net Assets” has the meaning specified inSection 9.3(a).

“Total Leverage Ratio” means for any measuring period the ratio of (x) the aggregate amount of Debt of the Group Members, on a consolidated basis, as of the last day of such period to (y) EBITDA for such period

“Total Outstanding Revolving Amount” means, as of the date of determination, the sum of (a) the aggregate principal amount of all outstanding Revolving 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 Borrowers that are subject to Control Agreements in favor of the Collateral Agent, which cash is subject to no restriction on its use, transfer or distribution pursuant to any Requirement of Law or contractual obligation (other than this Agreement, the Security Agreement and the applicable Control Agreement).

“USA Patriot Act” has the meaning specified inSection 10.16.

“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.

Term Commitments. Subject to the terms and conditions herein set forth, each Lender hereby severally, but not jointly, agrees to make a term loan in Dollars (each such loan, a “Term Loan”) to the Borrowers on the Closing Date in an aggregate principal amount not to exceed such Lender’s Term Commitment, the proceeds of such Term Loans to be paid to the Persons and in the amounts specified in the Funds Flow Memorandum, and, in the case of any amounts paid directly to the Administrative Borrower, deposited into the Term Loan Priority Collateral Deposit Account. Immediately upon the making of the Term Loans on the Closing Date, all Term Commitments shall irrevocably and automatically terminate. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. The Term Loans and Term Loan proceeds shall be allocated to the Borrowers in the manner specified in the Notice of Borrowing therefor.

Section 2.2.

Procedures for Term Loans. To request a Term Loan, the Administrative Borrower shall submit a Notice of Borrowing to the Administrative Agent not later than 2:00 p.m., New York, New York time, on the Business Day next preceding the proposed date of such Term Loan. The aggregate principal amount of the Term Loans requested shall be $70,000,000. 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) or by telephone, and if by telephone shall include all information on a Notice of Borrowing and shall be confirmed in writing by a Notice of Borrowing promptly, but in any event prior to the date of the requested Term Loan. Promptly upon receipt of a Notice of Borrowing, the Administrative Agent shall advise each Lender of the proposed Term Loan. At or before 2:00 p.m., New York, New York time, on the date specified for the requested Term 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 Term Loan. Subject to satisfaction of the conditions precedent set forth inArticle III with respect to such Term Loan, the Administrative Agent shall pay over such funds to the Administrative Borrower, by effecting a wire transfer to the Term 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 3:00 p.m., New York, New York time, on the date of the requested Term Loan.

Section 2.3.

Interest. The outstanding principal amount of each Term 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 Term 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 Term 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 Term 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 Term 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 Term 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 Term 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 quarter, 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 Term 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 Term Loan and any other Obligations on the Scheduled Term Loan Maturity Date, or on such prior date as may be required by the terms of this Agreement.

(b)

For all purposes of calculating whether payments of amounts payable under this Agreement have been received in a timely fashion on the date required therefor pursuant to this Agreement, including calculating interest on the applicable Obligations, funds received by the Administrative Agent from the Borrowers prior to 2:00 p.m. New York time will be deemed applied to the Obligations then due and

payable as provided herein on the date of receipt by the Administrative Agent, provided that such funds are immediately available and notice thereof is received from the Administrative Borrower in accordance with the Administrative Agent’s usual 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 Term Loans made under thisArticle 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 Term Loans underSection 2.2, whether written, telephonic, telecopy or otherwise, shall be deemed to be a representation by each Borrower that the borrowing conditions set forth inSection 3.1 andSection 3.2 have been met and all statements set forth inSection 3.1 andSection 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 Term Loans or other extensions of credit hereunder or the amount of such Term Loans received or the manner in which the Administrative Agent accounts for such Term Loans or other extensions of credit on its books and records. The Obligations with respect to Term 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 Term 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 Term 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 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 Term 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.

Term Notes. All Term Loans made by a Lender hereunder shall be evidenced by and repayable in accordance with a Term Note issued by the Borrowers to such Lender. The unpaid principal amount of each Term Note and all unpaid accrued interest thereon shall be payable on the Scheduled Term Loan Maturity Date, or on such prior date as may be required by the terms of this Agreement.

Section 2.7.

Fees.

(a)

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 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 Term Loans or Term Commitments shall remain in effect, for the entire year covered thereby.

Section 2.8.

Use of Proceeds. The proceeds of all Term Loans shall be used by the Borrowers and their Subsidiaries solely for working capital and general corporate purposes and to repay outstanding Debt of the Borrowers under the Existing Credit Agreement, and to fund

fees and expenses in connection with the transactions contemplated the Loan Documents, in each case 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) ofSection 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 Revolving Credit Priority Collateral by such Group Member in connection with such Dispositions or spin-offs, 100% of the amount thereof, (y) in the case of a Permitted Divestiture (other than of the Designated Divestiture Business Unit), 100% of the Net Cash Proceeds of such Permitted Divestiture until the prepayments pursuant to this clause (y) have resulted in a prepayment amount (for Net Cash Proceeds of all Permitted Divestitures (other than of the Designated Divestiture Business Unit) consummated on or prior to such date in the aggregate) of $10,000,000 of principal (plus accrued unpaid interest thereon and the Early Payment Fee payable in connection therewith), and thereafter such amount of the Net Cash Proceeds of such Permitted Divestiture as the Administrative Borrower may elect, but in any event not to exceed (in the aggregate together with all other prepayments made from the Net Cash Proceeds of Permitted Divestitures (other than of the Designated Divestiture Business Unit) pursuant to this clause (y)) more than $30,000,000 of principal (any accrued unpaid interest thereon and the Early Payment Fee payable in connection therewith to be in excess of such $30,000,000 principal cap), and (z) in all other cases (other than a Permitted Divestiture of the Designated Divestiture Business Unit, if any, but including a Carson-Dellosa Drag-Along Sale), 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 thisSection 2.9(a)(i) shall permit any Group Member to Dispose of any property other than in accordance withSection 6.5;

(ii)

and 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, (in each case in clauses (2) and (3) above, other than proceeds used to refinance the 2011 Convertible Subordinated Debentures in a manner permitted hereunder), (4) Extraordinary Receipts attributable to

or received in respect of Term Loan Priority Collateral, in an amount equal to 100% of such amounts, (5) Extraordinary Receipts attributable to or received in respect of Revolving 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 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 Revolving 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 Term 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 toSection 2.13 after giving effect to such prepayment, (ii) each partial prepayment that is not of the entire outstanding amount of Term Loans shall be in an aggregate amount that is an integral multiple of $1,000,000, and (iii) each prepayment of Term Loans shall be accompanied by an Early Payment Fee in respect of the principal amount prepaid, in accordance withSection 2.10(g).

(c)

Prepayments Generally. The following provisions shall apply to all prepayments underSection 2.9(a) and(b), to the extent specified below:

(i)

any prepayment of the Term Loans underSection 2.9(a) and(b) shall be applied against outstanding Term Loans of each Lender pro rata according to each Lender’s Percentage of Term Loans;

(ii)

at any time that an Application Event has occurred, prepayments underSection 2.9(a) shall be applied in accordance with the terms ofSection 2.10(f)(ii);

(iii)

prepayments of Term Loans underSection 2.9(a) andSection 2.9(b) shall be accompanied by an Early Payment Fee in respect of the principal amount so prepaid, in accordance withSection 2.10(g);

(iv)

[Reserved]; and

(v)

upon receipt by any Obligor of any Net Cash Proceeds, Extraordinary Receipts, net proceeds of issuances of Debt or Equity Interests, insurance proceeds or other awards payable in connection with the loss, destruction or condemnation of any property, or other amounts described in Section 2.9(a) (except clause (a)(i)(x)), the Administrative Borrower shall immediately deposit such funds, or cause such funds to be immediately deposited, in the Term 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 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 withSection 2.13, and any Early Payment Fee payable pursuant toSection 2.10(g). 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 underSection 2.11,2.12 or2.13 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 toSection 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.

(c)

Distributions by Agent. Unless the Administrative Agent shall have been notified by a Lender or a Borrower prior to the date on which such Lender or Borrower are scheduled to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Term Loan to be made by it hereunder or (in the case of a Borrower) a payment to the Administrative 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 Term 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 inSection 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 Term 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 ofSection 2.10(a) hereof) be remitted to the Administrative Agent and all (subject toSection 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 Term 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;

(C)

third, to pay interest due in respect of all Protective Advances, pro rata, 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 or premiums (including all Early Payment 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 Term Loans then outstanding until paid in full;

(G)

seventh, ratably to pay the principal of all Term 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 ofSection 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, Early Payment Fees 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 thisSection 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 thisSection 2.10(f) shall control and govern.

(g)

Early Payment Fee. Each prepayment of Term Loans pursuant toSection 2.9(a), each prepayment of Term Loans pursuant toSection 2.9(b), and each repayment of, or distribution in respect of, Term Loans after acceleration thereof pursuant toSection 7.2 or such amount otherwise becoming or being declared immediately due and payable pursuant to the terms hereof (each such prepayment, repayment, distribution, amount becoming or being declared immediately due and payable, an “Early Payment Fee Event”), in each case shall be accompanied by, and there shall become due and payable automatically upon any such Early Payment Fee Event, a fee (the “Early Payment Fee”) payable in cash on the principal amount so prepaid or on the principal amount that has become or is declared to be immediately due and payable pursuant toSection 7.2 or otherwise, or in respect of which such claim in any Insolvency Proceeding has arisen, or otherwise constituting Called Principal, as applicable, in an amount equal to (x) in the case of a prepayment during the Limited Call Period (other than from the Net Cash Proceeds of a Permitted Divestiture (other than of the Designated Divestiture Business Unit) consummated prior to the first anniversary of the Closing Date), or an amount of Term Loans becoming due and payable pursuant toSection 7.2 or otherwise, in each such case during the Limited Call Period, the Make Whole Amount, and (y) in the case of a prepayment of the Term Loans from the Net Cash Proceeds of a Permitted Divestiture (other than of the Designated Divestiture Business Unit) consummated prior to the first anniversary of the Closing Date, 10.0% of the amount of such prepayment, and (z) in the case of a prepayment after the Limited Call Period or an amount of Term Loans becoming due and payable pursuant toSection 7.2 or otherwise, in each such case after the Limited Call Period, the Applicable Term Loan Percentage.

(h)

Closing Fee. On the Closing Date the Administrative Borrower shall pay, or cause to be paid, to the Administrative Agent for the ratable account of each Lender a fee (the “Closing Fee”) in the amount of $800,000. The Closing Fee shall be due and payable on the Closing Date and not refundable under any circumstances.

(i)

Leasehold Mortgage Failure Fee. On the ninetieth (90th) day following the date hereof, the Administrative Borrower shall pay, or cause to be paid, to the Administrative Agent for the ratable account of each Lender a fee (the “Leasehold Mortgage Failure Fee”) in an amount equal to the product of (x) $100,000 and (y) the number of locations listed as Leased Real Property of the Obligors, listed on Schedule 5.16(d) and marked with an asterisk (comprising, for the avoidance of doubt, six locations), for which the Borrowers shall have failed to satisfy by such date, in each case to the Administrative Agent’s satisfaction, all of the requirements described in Section 5.16(d) for such location, including the obtaining of Mortgages substantially in the form attached hereto as Exhibit M (together with such amendments to the underlying leases as contemplated in such form) and in all events satisfactory to the Administrative Agent, the delivery of estoppel letters and other confirmations from the lessors with respect thereto, and the satisfaction with respect to each such Mortgage of the conditions set forth in Sections 3.1(a)(ii)(I), (II), (VI), (VII), (VIII), (IX) and (X), mutatis mutandis.

Section 2.11.

Taxes. 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, 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:

(a)

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

(b)

pay to the relevant authorities the full amount required to be so withheld or deducted (including with respect to such additional amounts); and

(c)

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 thisSection 2.11.

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 Term Loans or its obligation to make Term 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 Term Loans or its obligation to make Term 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 toSection 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 Term Loans or its obligation to make Term Loans;

and the result of any of the foregoing is to increase the cost to an affected Lender of making or maintaining anyTerm Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Term Note with respect to a Term 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 thisSection 2.12. The obligations of the Borrowers under thisSection 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 thisSection 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 eachfiscal 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.

(c)

Basis for Determining Interest Rate Inadequate or Unfair. If with respect to any Interest Period:

(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)

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 Term Loan for such Interest Period, or that the making or funding of Term 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 Term 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.

(d)

Illegality. In the event that any change in (including the adoption of any new) Applicable Laws, or any change in the interpretation of Applicable Laws by any Governmental Authority, including any central bank or comparable agency or any other regulatory body, charged with the 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 Term 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 Term Loans shall, upon the effectiveness of such event, be suspended for the duration of such unlawfulness, and (iii) the Borrowers shall prepay all applicable Term Loans of such Lender, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term 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 underSection 2.11 or thisSection 2.12 then, without in any way limiting, reducing or otherwise qualifying the Borrowers’ obligations underSection 2.11 or thisSection 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 Term 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 bySection 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 Term 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 Term 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 underSection 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 Term Loan by causing a foreign branch or Affiliate of such Lender to make such Term Loan;provided, that in such event the obligation of the Borrowers to repay such Term Loan shall nevertheless be to such Lender and such Term 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 Term Loans in any manner it deems fit, it being understood, however, that for the purposes of this Agreement (specifically including, without limitation,Section 2.13hereof) all determinations hereunder shall be made as if each Lender had actually funded and maintained each Term Loan during each Interest Period for such Term 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 toSection 2.11,2.12, or2.13 shall be conclusive absent demonstrable error. Each Lender may use reasonable averaging and attribution methods in determining compensation pursuant to suchSections 2.11,2.12, or2.13 and the provisions ofSections 2.11,2.12, and2.13 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 inArticle 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 thisSection 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 Term 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 thisSection 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 Term Loan or to otherwise perform its obligations hereunder (any Lender who fails to fund a Term 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 Term Loans. The obligation of each Lender to make a Term Loan 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 Term Notes and each of the other Loan Documents, and all other items set forth on the most recent version of the Schedule of Closing Documents delivered to Borrower’s counsel prior to the date hereof (other than any Loan Documents indicated thereon as being deliverable on a post-closing basis), including, without limitation, the Security Agreement, the Intellectual Property Security Agreements, the Intercompany Subordination and Payment Agreement, and the Control Agreements (in respect of each deposit account and securities account of the Obligors described inSchedule 3.1(a)(i) hereto, provided, however, that the Control Agreement in respect of deposit account number maintained with Bank of America, N.A. and indicated on such schedule may be delivered on a post-closing basis in accordance with Section 5.17(b)), in each case fully executed and delivered by all parties thereto;

(ii)

Duly executed, acknowledged, witnessed and delivered counterparts of mortgages, deeds of trust, leasehold mortgages, leasehold deeds of trust and other similar instruments or agreements (such mortgages, deeds of trust, leasehold mortgages, leasehold deeds of trust and other similar instruments or agreements, together with each other mortgage, deed of trust, leasehold mortgage, leasehold deed of trust or other similar instrument or agreement delivered pursuant to Section 5.11 or Section 5.16, in each case as amended, the “Mortgages”) encumbering the Real Property listed onSchedule 3.1(a)(ii) hereto, which Mortgages shall be in form and substance sufficient in the applicable jurisdiction to create a valid and subsisting first priority Lien on the property described therein in favor of the Collateral Agent (subject to Permitted Real Estate Encumbrances) and otherwise shall be in form and substance satisfactory to the Administrative Agent, together with:

(I)

(x) evidence that all filing, documentary, stamp, intangible and recording taxes and fees relating to the Mortgages have been paid and (y) any other certifications, affidavits, or returns as may be required in connection with the execution, recording and filing of the Mortgages, which certifications, affidavits and returns shall be properly completed and duly executed by the applicable party;

(II)

fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (or leasehold title insurance policies, as applicable) (the “Mortgage Policies”) in form and substance, with endorsements and in amounts, in each case, acceptable to the Administrative Agent, issued by title insurers acceptable to the Administrative Agent, which Mortgage Policies (i) insure the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects, Liens (including, but not limited to, mechanics’ and materialmen’s liens) and encumbrances, excepting only Permitted Real Estate Encumbrances, (ii) provide for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable and (iii) show the Collateral Agent as the insured thereunder, and (z) such affidavits, certificates, information (including financial data) and instruments of indemnification (including so-called “gap” indemnification) as shall be required to induce the title insurer to issue the Mortgage Policy and the endorsements thereto required by the Administrative Agent;

(III)

a Survey in respect of the distribution center located at 3525 S. Ninth Street, Salina, KS 67401.

(IV)

[Reserved].

(V)

unless waived by the Administrative Agent, a Survey of each property described in the Mortgages;

(VI)

if not previously delivered to the Administrative Agent, evidence of the insurance required by the terms of the Mortgages;

(VII)

such consents and agreements of lessors and other third parties, and such estoppel letters and other confirmations, such memoranda of leases in recordable form, and from each lessor of a Leased Real Property identified onSchedule 4.14(a) and marked therein with an asterisk, a Collateral Access Agreement, in each case, as the Administrative Agent may deem necessary or desirable and in form and substance satisfactory to the Administrative Agent;

(VIII)

favorable opinions of local counsel in the jurisdictions in which the properties described in the Mortgages are located with respect to such matters set forth on Exhibit J hereto, which opinions shall be addressed to the Administrative Agent and the Secured Parties and be in form reasonably satisfactory to the Administrative Agent;

(IX)

if not previously delivered to the Administrative Agent, copies of all material Leases (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of the Real Property described in the Mortgages; and

(X)

evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to create valid first and subsisting Liens on the Real Property described in the Mortgages has been taken;

(iii)

Copies of all Revolving Credit Documents, including copies of all executed counterparts thereof where applicable;

(iv)

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 each other jurisdiction where such Person is qualified to do business as a foreign entity or where such qualification is necessary (and, if required in any such jurisdiction, related tax certificates, unless waived by the Administrative Agent in its sole discretion), and (iv) a complete and correct copy of each other Constituent Document of such Person (as in effect on the Closing Date);

(v)

A Compliance Certificate confirming financial covenant calculations, based on historical last-twelve-month period financial information, as of January 28, 2012;

(vi)

A certificate of a Responsible Officer to the effect that (A) each condition set forth in thisSection 3.1 andSection 3.2 has been satisfied, and (B) each Group Member is Solvent after giving effect to the making of the Term Loans, the consummation of the Related Transactions, the application of the proceeds thereof and the payment of all fees and expenses related hereto and thereto;

(vii)

The executed and favorable legal opinions of (A) New York, Wisconsin and Delaware counsel to the Administrative Borrower and the respective Obligors organized in such jurisdictions (and, in the case of New York, counsel for all the Obligors), (B) Washington counsel to Premier Agendas, Inc., (C) New Jersey counsel to Bird-in-Hand Woodworks, Inc., (D) local counsel with respect to each Mortgage being delivered pursuant hereto on the Closing Date, and (E) such other counsel to the Obligors as the Administrative Agent may reasonably require, addressing such matters as the Administrative Agent may reasonably request;

(viii)

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 bySection 5.6, together with additional insured / lender’s loss payee endorsements in favor of the Collateral Agent;

(ix)

(A) Copies of each of the Material Contracts, in form and substance satisfactory to the Administrative Agent in its sole discretion and (B) a certificate of a Responsible Officer, in form and substance satisfactory to the Administrative Agent, to the effect that, as of the Closing Date, (i) each Material Contract is in full force and effect and (ii) no defaults have occurred and are continuing under any Material Contract; and

(x)

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;

(b)

The absence (i) since January 28, 2012, of any event or circumstance, including any event or circumstance generally affecting the industry or industries in which the Obligors operate, that could reasonably be expected to have a Material Adverse Effect, other than matters described in the Administrative Borrower’s audited financial statements for the period ended April 30, 2011, which have been previously delivered to the Administrative Agent, and (ii) of any material pending or threatened litigation, proceeding, bankruptcy or insolvency, injunction, order or claims with respect to any Group Member, except as specified onSchedule 4.6.

(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.

(d)

The Administrative Agent shall be satisfied that, subject only to the funding of the Term Loans hereunder, (i) the proceeds of the Term Loans are being applied in accordance with the provisions ofSection 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 and ultimate ownership of the Obligors (it being agreed that the current corporate structure and ultimate ownership as disclosed by the Administrative Borrower and its Affiliates to the Administrative Agent on or prior to April 28, 2012, 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 April 28, 2012, 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 Loan Priority Collateral and second priority Liens in and to the Revolving 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 Loan Priority Collateral and perfected second priority Liens in and to the Revolving 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)

After giving effect to the Revolving Credit Loans and the Term Loans to be made on the Closing Date (including, without limitation, provision for all fees, expenses and other payment incurred or payable as part of the transactions contemplated in this Agreement and the Revolving Credit Documents), Availability shall be not less than $20,000,000.

(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 Revolving 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)

Concurrently with the making of the Term Loans and initial Revolving Credit Loans made on the Closing Date, all amounts owing under the Existing Credit Agreement shall have been paid in full and the Existing Credit Agreement shall have been terminated.

(n)

Such other items as the Administrative Agent or the Required Lenders shall reasonably require.

Section 3.2.

Additional Conditions Precedent to Term Loans. The obligation of each Lender to make a Term Loan on 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 inArticle 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 Term Loans or the Revolving Credit Loans or consummation of the transactions contemplated by the Term Loan Documents and the Revolving 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)

the Administrative Agent shall have timely received a Notice of Borrowing in compliance with the terms hereof; and

(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 Revolving Agent or any Revolving 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 Term Loans or the Revolving Credit Loans or the consummation of the Related Transactions.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

To induce the Agent and the Lenders to enter into this Agreement and to make Term 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 onSchedule 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. 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 Revolving 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. The execution and delivery by each Obligor of, and performance by such Obligor of its obligations under, each of the Loan Documents and Revolving Credit Documents to which it is a party, and the Term 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 Revolving 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 Revolving Credit Documents).

Section 4.3.

Legal Agreements. Each of the Loan Documents and Revolving 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, subject to bankruptcy, insolvency, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and general principles of equity.

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 Revolving Credit Documents, any non-consensual Liens arising as a matter of law and permitted underSection 6.1 and, in the case of joint ventures, Permitted Liens. Except as provided in Part B ofSchedule 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 ofSchedule 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 30, 2011, the unaudited consolidating financial statements for the fiscal year ended April 30, 2011, the unaudited consolidated and consolidating financial statements for each fiscal month and fiscal quarter ended after April 30, 2011 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 January 28, 2012, 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. 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. 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 inSchedule 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 Term 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 inSchedule 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 inSection 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 onSchedule 4.9or (y) as may be issued pursuant to and under the Revolving 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 Revolving 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 Revolving Credit Documents was true and correct when made or deemed made. Except as set forth on Part A ofSchedule 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 ofSchedule 4.11 contains a true, correct and complete list of all the Material Contracts (other than the Loan Documents and the Revolving Credit Documents) in effect as of the date hereof, and all Material Contracts (including the Loan Documents and the Revolving 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 inSchedule 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 inSchedule 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 inSchedule 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 or having a Material Adverse Effect, and

(viii) compliance with all requirements pursuant to or under Environmental Laws in effect on the date hereof would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect.

Section 4.13.

Financial Solvency. Both before and after giving effect to (a) the making of the Term Loans and Revolving Credit Loans made on or prior to the date this representation and warranty is made, (b) each disbursement of the proceeds of such Term Loans and the Revolving Credit Loans, (c) the consummation of the Related Transactions and (d) the payment and accrual of all transaction costs in connection with the foregoing, each of the Borrowers, each other Obligor and each of their Subsidiaries is Solvent. No transfer of property is being made by any Obligor and no obligation is being incurred by any Obligor in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Obligor.

Section 4.14.

Real Estate.

(a)

As of the date hereof, Part A ofSchedule 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 ofSchedule 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)

(i)

Except as specified on Part A ofSchedule 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.

(ii)

Except as specified on Part B ofSchedule 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 onSchedule 4.16Ahereto, 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 onSchedule 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 5 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 onSchedule 4.18. Except as disclosed onSchedule 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 onSchedule 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 thande 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 bySection 6.6(c) orSection 6.9.

Section 4.21.

Insurance. The Group Members maintain insurance in accordance with the requirements ofSection 5.6, including, as of the Closing Date, pursuant to the insurance policies described onSchedule 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 bySection 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 Term 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.

Customers and Suppliers. There exists no 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, to the knowledge of any Group Member, there exists no present state of facts or circumstances that could give rise to or result in any such termination, cancellation, limitation, modification or change, except for such terminations, cancellations, limitations, modifications or changes previously disclosed to the Administrative Agent in Schedule 4.24 hereto.

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 onSchedule 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 Revolving 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 Revolving 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 onSchedule 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. 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 onSchedule 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 Term Loans and Revolving 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 Term Loan under this Agreement.

ARTICLE V
AFFIRMATIVE COVENANTS

From the date of this Agreement and thereafter until the Term Commitments are terminated or expire and the Term 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) 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; and (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.

(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 15^th 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 30^th 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 inSections 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 inSection 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, (A) whether the Administrative Borrower and its Subsidiaries are in compliance with the financial covenant requirements set forth inSections 6.17 through 6.22, and (B) whether the Administrative Borrower and its Subsidiaries are in compliance with the requirements set forth inSections 6.1,6.2,6.3,6.4,6.5,6.12 and 6.16;

(e)

together with each Compliance Certificate delivered pursuant toSection 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 onSchedules4.4,4.6,4.11,4.12,4.14,4.15,4.18,4.19,4.21, and4.30 (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 toSection 5.1(a) above and each delivery of monthly and quarterly financial statements pursuant toSection 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 inSection 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 toSection 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 Revolving 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 Term 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; and

(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 Revolving Agent.

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

a “Field Review”);providedthat, 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 ofSection 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. 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. 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,

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. (a) 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 thisSection 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.

(b) 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 Loan Priority Collateral shall be made payable first to the Collateral Agent for the benefit of the Secured Parties and, secondarily, to the Revolving Agent for the benefit of the Revolving Credit Lenders and all property insurance policies covering the Revolving Credit Priority Collateral shall be made payable first to the Revolving Agent for the benefit of the Revolving Credit Lenders 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 Revolving Agent under the Intercreditor Agreement.

Section 5.7.

Preservation of Existence. Each Borrower will, and will cause each of its Subsidiaries (subject toSection 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 ofExhibit C (each, a “Guaranty Supplement”), pursuant to which such Subsidiary shall agree to join as a Guarantor of the Obligations underArticle IXand 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 withSection 5.11 andSection 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 (and the delivery of the other agreements, instruments, policies, reports, Surveys, opinions, evidence and other items set forth inSection 3.1(a)(ii) shall not be required) (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 and deliver the other agreements, instruments, policies, reports, Surveys, opinions, evidence and other items set forth inSection 3.1(a)(ii),mutatis mutandis, in respect of such Additional Mortgaged Property as the Administrative Agent may require.

(b)

Compliance with Terms of Leases. 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 onSchedule 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 Revolving Agent, subject to the Intercreditor Agreement, under the sole dominion and control of the Revolving 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 thisSection 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.

(a)

The Administrative Borrower will not, and will not permit any member of the Controlled Group to, incur any accumulated funding deficiency with the meaning of ERISA, or any material liability to the PBGC or fail to make any minimum required contribution (under Section 430 of the IR Code) with respect to any Pension Plan.

(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.

Post-Closing Real Estate Conditions. The Administrative Borrower shall (and shall cause each other Obligor to) complete the following tasks:

(a)

Use best efforts to, on or prior to the sixtieth (60th) day following the date hereof (subject to extension by the Administrative Agent in its sole discretion), obtain from each lessor of a Leased Real Property identified onSchedule 4.14(a), to the extent not obtained on or prior to the Closing Date, a Collateral Access Agreement, which agreement shall be in form and substance reasonably satisfactory to the Administrative Agent, and deliver the same to the Administrative Agent;

(b)

[Reserved];

(c)

[Reserved];

(d)

Use best efforts to, on or prior to the ninetieth (90th) day following the date hereof (subject to extension by the Administrative Agent in its sole discretion), in respect of all Leased Real Property of the Obligors listed onSchedule 5.16(d), obtain Mortgages substantially in the form attached hereto as Exhibit M (together with such amendments to the underlying leases as contemplated in such form) and in all events

satisfactory to the Administrative Agent, granting to the Collateral Agent a first priority Lien (subject only to Permitted Real Estate Encumbrances) on each such leasehold interest as security for the Obligations, and cause to be delivered estoppel letters and other confirmations from the lessors with respect thereto, and otherwise satisfy with respect to each such Mortgage the conditions set forth in Sections 3.1(a)(ii)(I), (II), (VI), (VII), (VIII), (IX) and (X),mutatis mutandis, in a manner reasonably satisfactory to the Administrative Agent;

(e)

Upon written request of the Administrative Agent, use best efforts to, on or prior to the sixtieth (60th) day following the date such request is made (subject to extension by the Administrative Agent in its sole discretion), in respect of each other Leased Real Property existing as of the date hereof (and not listed onSchedule 5.16(d)) that Agent may identify to the Administrative Borrower from time to time, grant a security interest in and Mortgage on such other Leased Real Property and deliver the other agreements, instruments, policies, reports, Surveys, opinions, evidence and other items set forth in Section 3.1(a)(ii),mutatis mutandis, in respect of such other Leased Real Property as may be requested by the Administrative Agent; and

(f)

Upon written request of the Administrative Agent, provide the Administrative Agent with a report in reasonable detail summarizing the efforts undertaken to satisfy the covenants set forth inSections 5.16(a),(d), and(e).

Section 5.17.

Other Post-Closing Conditions. The Administrative Borrower shall (and shall cause each other Borrower to) complete the following tasks:

(a)

On or prior to the sixtieth (60^th) day following the Closing Date (subject to extension by the Administrative Agent in its sole discretion), cause each deposit account and securities account of the Obligors, to be subject to a Control Agreement, and, from and after the sixtieth (60^th) day following the Closing Date (subject to extension by the Administrative Agent in its sole discretion), not permit to exist at any time any Non-Controlled Account;

(b)

On or prior to the forty-fifth (45^th) day following the Closing Date (subject to extension by the Administrative Agent in its sole discretion), cause each deposit account and securities account of the Obligors maintained with Bank of America, N.A., to either (i) be subject to a Control Agreement, or (ii) be closed and have all amounts on deposit in such accounts transferred to deposit accounts subject to a Control Agreement;provided,that, beginning five Business Days after the date hereof until the Borrowers deliver such Control Agreements, the Borrowers shall transfer on a daily basis all available amounts on deposit in such accounts to deposit accounts that are subject to a Control Agreement;

(c)

On or prior to the thirtieth (30^th) day following the Closing Date (subject to extension by the Administrative Agent in its sole discretion), deliver to the Administrative Agent good standing certificates issued by North Carolina Secretary of State's office with respect to the Administrative Borrower; and

(d)

On or prior to May 29, 2012 (subject to extension by the Administrative Agent in its sole discretion), deliver to the Administrative Agent evidence of payment by the Administrative Borrower to Robert W. Baird & Co. Incorporated (“Baird”) of the fee payable to Baird under the terms of Baird’s engagement letter with the Administrative Borrower dated January 20, 2012.

ARTICLE VI
NEGATIVE COVENANTS

From the date of this Agreement and thereafter until the Term Commitments are terminated or expire, and the Term 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 Revolving 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 Revolving Credit Agreement or other Revolving Credit Documents.

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, or (ii) any Group Member 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;provided,further, that the aggregate principal amount of all Intercompany Debt owed by Non-Obligors to Obligors shall not exceed $250,000 at any time;

(c)

investments in existence on the date of this Agreement and listed onSchedule 6.3;

(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)

guarantees permitted under the definition of Permitted Debt;

(h)

Equity Interests or other securities acquired in connection with the satisfaction or enforcement of Debt or claims due or owing to an Obligor or its Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Debt or claims;

(i)

deposits of cash made in the ordinary course of business to secure performance of operating leases;

(j)

(i) non-cash loans and advances to employees, officers, and directors of School Specialty or any of its Subsidiaries for the purpose of purchasing Equity Interests in School Specialty so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in School Specialty, and (ii) loans and advances to employees and officers of School Specialty or any of its Subsidiaries in the ordinary course of business for any other business purpose and in an aggregate amount not to exceed $250,000 at any one time;

(k)

investments resulting from entering into Bank Product Agreements;

(l)

Permitted LC Collateral; and

(m)

equity investments by any Obligor in any Subsidiary of such Obligor to the extent required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law.

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)

payments on or in respect of Subordinated Debt (whether for principal, interest, fees, expenses, indemnities or otherwise) to the extent but only to the extent permitted by Section 6.4(b).

(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 non-scheduled 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, except for prepayment of the obligations owing under the Existing Credit Agreement on the Closing Date, or (ii) any scheduled payment, redemption or retirement of or with respect to any Subordinated Debt in violation of the subordination provisions thereof.

(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, except that the Obligors shall be permitted to prepay, repay, repurchase or redeem the 2011 Convertible Subordinated Debentures in whole (but not in part) solely with the proceeds of (i) a reasonably concurrent issuance of Qualified Equity Interests, or (ii) Subordinated Debt permitted as a refinancing of the 2011 Convertible Subordinated Debentures in accordance with clause (a) of the definition of “Permitted Debt”.

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 thisSection 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 $200,000in any fiscal year;

(d)

Intercompany Debt permitted underSection 6.3;

(e)

the discount, or other compromise for less than the face value thereof, of notes or accounts receivable in order to resolve disputes that occur in the ordinary course of business;

(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 sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof;

(j)

any involuntary loss, damage or destruction of property;

(k)

any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property;

(l)

the sale or issuance of Equity Interests (other than Disqualified Equity Interests) of Parent;

(m)

(i) the lapse of registered patents, trademarks, copyrights and other intellectual property of School Specialty and its Subsidiaries to the extent not economically desirable in the conduct of their business or (ii) the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests of the Agent, the Lenders or the Secured Parties;

(n)

the making of Restricted Payments that are expressly permitted to be made pursuant to the Agreement;

(o)

a Permitted Divestiture;

(p)

a Carson-Dellosa Drag-Along Sale; and

(q)

dispositions of fixed assets not otherwise permitted in clauses (a) through (p) above so long as (i) no Default or Event of Default then exists or would arise therefrom, (ii) such disposition is made at fair market value, and (iii) the aggregate fair market value of all such fixed assets disposed of in all such dispositions in any fiscal year (including the proposed disposition) would not exceed $250,000.

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, except for the purpose of qualifying directors or satisfying preemptive rights or of paying a common stock dividend on, or splitting, common stock of such Subsidiary;

(b)

Dispose of any Equity Interests of any class (except to an Obligor or a wholly owned Subsidiary of an Obligor or to qualify directors) 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 Revolving 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;provided, however, that the restrictions contained in thisSection 6.7 shall not apply to or prevent (i) the consolidation, amalgamation or merger of a Subsidiary of the Administrative Borrower with, or a liquidation, dissolution or conveyance or transfer of its assets to, the Administrative Borrower, (ii) the consolidation or merger of a Non-Obligor with, or a conveyance or transfer of its assets to, another Non-Obligor, or (iii) the acquisition of assets of other Persons permitted bySection 6.3.

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 Revolving Agent or the Revolving Credit Lenders 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 Revolving 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.

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 underclauses (a) or(c) of the defined term Permitted Debt;

(c)

any payment permitted bySection 6.4;

(d)

a Permitted Divestiture, provided it is 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;

(e)

the repurchase of the 2011 Convertible Subordinated Debentures in accordance with their terms or in connection with the refinancing thereof, provided it is 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;

(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 underSection 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 Revolving 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 Revolving 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 onSchedule 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 onSchedule 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 thisSection 6.15.

Section 6.16.

Total Outstanding Revolving Amount. The Obligors will not permit the Total Outstanding Revolving Amount to exceed $200,000,000.

Section 6.17.

Maximum Secured Leverage Ratio The Administrative Borrower and the other Obligors, on a consolidated basis, will not permit the Secured Leverage Ratio for the trailing twelve month period, measured as of each date set forth below, to be greater than the applicable ratio set forth below:


12 Fiscal Month Period Ending	Maximum Secured Leverage Ratio
July 28, 2012	5.12x
October 27, 2012	3.21x
January 26, 2013	2.45x
April 27, 2013	3.09x
July 27, 2013	4.13x
October 26, 2013	2.86x
January 25, 2014	2.08x
April 26, 2014	2.21x
July 26, 2014	3.25x
October 25, 2014	2.00x
January 24, 2015	2.00x
April 25, 2015	2.00x
July 25, 2015	2.50x
October 24, 2015	2.00x

Section 6.18.

Maximum Total Leverage Ratio. The Administrative Borrower and the other Obligors, on a consolidated basis, will not permit the Total Leverage Ratio for the trailing twelve month period, measured as of each date set forth below, to be greater than the applicable ratio set forth below:


12 Fiscal Month Period Ending	Maximum Total Leverage Ratio
July 28, 2012	9.52x
October 27, 2012	7.15x
January 26, 2013	6.55x
April 27, 2013	6.99x
July 27, 2013	7.85x
October 26, 2013	6.70x
January 25, 2014	5.86x
April 26, 2014	5.63x
July 26, 2014	6.49x
October 25, 2014	5.05x
January 24, 2015	4.48x
April 25, 2015	4.49x
July 25, 2015	5.50x
October 24, 2015	4.50x

Section 6.19.

Maximum Term Loan Ratio. The Administrative Borrower and the other Obligors, on a consolidated basis, will not permit the Term Loan Ratio for the trailing twelve month period, measured as of each date set forth below, to be greater than the applicable ratio set forth below:


12 Fiscal Month Period Ending	Maximum Term Loan Ratio
July 28, 2012	2.28x
October 27, 2012	2.29x
January 26, 2013	2.32x
April 27, 2013	2.28x
July 27, 2013	2.11x
October 26, 2013	1.99x
January 25, 2014	2.00x
April 26, 2014	2.00x
July 26, 2014 October 25, 2014	1.66x 1.45x
January 24, 2015	1.46x
April 25, 2015	1.46x
July 25, 2015	1.45x
October 24, 2015	1.45x

Section 6.20.

Minimum Fixed Charge Coverage Ratio. The Administrative Borrower and the other Obligors, on a consolidated basis, will not permit the Fixed Charge Coverage Ratio for the trailing twelve month period, measured as of each date set forth below, to be less than the applicable ratio set forth below:


12 Fiscal Month Period Ending	Minimum Fixed Charge Coverage Ratio
July 28, 2012	0.82x
October 27, 2012	0.97x
January 26, 2013	0.92x
April 27, 2013	0.96x
July 27, 2013	1.01x
October 26, 2013	1.00x
January 25, 2014	1.02x
April 26, 2014	1.14x
July 26, 2014	1.22x
October 25, 2014	1.26x
January 24, 2015	1.25x
April 25, 2015	1.15x
July 25, 2015	1.15x
October 24, 2015	1.15x

Section 6.21.

Minimum Interest Expense Coverage Ratio. The Administrative Borrower and the other Obligors, on a consolidated basis, will not permit the Interest Coverage Ratio for the trailing twelve month period, measured as of each date set forth below, to be less than the applicable ratio set forth below:


12 Fiscal Month Period Ending	Interest Expense Coverage Ratio
July 28, 2012	2.31x
October 27, 2012	2.40x
January 26, 2013	2.23x
April 27, 2013	2.22x
July 27, 2013	2.36x
October 26, 2013	2.32x
January 25, 2014	2.40x
April 26, 2014	2.69x
July 26, 2014	2.87x
October 25, 2014	2.96x
January 24, 2015	2.71x
April 25, 2015	2.28x
July 25, 2015	2.25x
October 24, 2015	2.25x

Section 6.22.

Mimimum Liquidity Test. The Administrative Borrower and the other Obligors shall not permit the Minimum Liquidity Test to be unsatisfied as at the last day of any fiscal month.

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 (or $44,000,000 after the consummation of the Permitted Divestiture of the Designated Divestiture

Business Unit) during the period commencing on May 1st through September 30 of each year and does not exceed $10,000,000 (or $14,000,000 after the consummation of the Permitted Divestiture of the Designated Divestiture Business Unit) at any other time.

Section 6.24.

Maximum ABL Outstandings. The Borrowers will not permit the aggregate amount of (x) Revolving Credit Loans and LC Obligations outstanding under the Revolving 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 Revolving 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 Loan Priority Collateral. The Borrowers will not permit any Net Cash Proceeds of any Dispositions of property of the Obligors constituting Term 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 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 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 Revolving Agent, and such notice shall specify (1) the property to be so Disposed of, and the portion of such property constituting Term 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 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 Revolving 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 Loan Priority Collateral Deposit Account.

Section 6.26.

Select Agendas Legal Opinion. The Borrowers will not permit EBITDA for any trailing twelve month period to be negative, and 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.

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 Term Loan or Term 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 Term Loan or Term 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 thisSection 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), and 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 Revolving Credit Document; 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;

(e)

(i) Any Group Member shall at any time fail to be Solvent, or shall admit in writing its inability to pay any of its debts generally as they become due, or shall make an offer of settlement, extension or composition to its unsecured creditors generally, or shall make a general assignment for the benefit of creditors, or shall

generally not pay its debts as they mature, (ii) any proceeding shall be instituted by or against any Group Member seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, composition of it or its debts or any similar order, in each case under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of, or any Group Member shall seek or authorize appointment of, or there shall be appointed, a custodian, receiver, trustee, conservator, liquidating agent, liquidator, other similar official or other official with similar powers, in each case for it, for any of its business operations, or for any substantial part of its property and, in the case of any such proceedings instituted against (but not by or with the consent of) any Group Member, or any of its property, either such proceedings shall remain undismissed or unstayed for a period of 60 days or more or any action sought in such proceedings shall occur or (iii) any Group Member shall consent to or acquiesce in, or take any corporate or similar action or any other action to authorize, any action described in clause (i) or (ii) above; 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 Term 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)

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)

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 (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 (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 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 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; 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 onSchedule 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 bySection 6.5 orSection 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, 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

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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 scheduledor 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 (i) while any Default or Event of Default has occurred and is continuing hereunder, or if any Default or Event of Default would be caused thereby, or (ii) if the Minimum Liquidity Test would not be satisfied on the date of such payment,redemption, retirement, or other satisfaction giving pro forma effect to such proposed payment,redemption, retirement, or other satisfaction assuming that such payment,redemption, retirement, or other satisfaction had been made on the last day of the fiscal month preceding the fiscal month in which the actual date of such payment, redemption, retirement occurred;

(q)

On the date that is the earlier of (x) the first anniversary of the Closing Date, and (y) the date on which all Approved Divestiture Units (other than the Designated Divestiture Business Unit) shall have been Disposed of pursuant to consummated Permitted Divestitures, if any Permitted Divestiture (other than of the Designated Divestiture Business Unit) has occurred, the aggregate Net Cash Proceeds of all Permitted Divestitures (other than of the Designated Divestiture Business Unit) consummated on or prior to such date shall have been less than an amount necessary to prepay at least $10,000,000 of the principal amount of the Term Loans plus accrued interest payable thereon plus the amount of the Early Payment Fee payable in respect thereof; or

(r)

A Cash Dominion Event shall occur.

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 (and, upon written request of the Required Lenders, the Administrative Agent shall) exercise any or all of the following rights and remedies:

(a)

by notice to the Administrative Borrower, declare all or any portion of the Term Commitments, if then in effect, to be terminated, whereupon the same shall forthwith terminate;

(b)

by notice to the Administrative Borrower, declare all or any portion of the unpaid principal amount of the Term Loans, all interest accrued and unpaid thereon, and all other Obligations (including the Early Payment Fee) to be forthwith immediately due and payable or otherwise accelerated, whereupon the Term 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)

without notice to any Obligor and without further action, apply any and all monies owing by any Secured Party to any Group Member to the payment of the

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Term 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.

The Collateral Agent is hereby granted an irrevocable, non-exclusive license or other right to use, exercisable only upon the occurrence and during the continuance of an Event of Default, license or sub-license (without payment of royalty or other compensation to any Person) any or all Intellectual Property of any Obligor, computer hardware, brochures, promotional and advertising materials, labels, packaging materials and other property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral. Upon the occurrence and during the continuance of an Event of Default, each Obligor's rights and interests under Intellectual Property shall inure to the Collateral Agent's benefit.

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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.

Additionally, the Administrative Borrower agrees that, at any time after the occurrence of an Event of Default and upon written request delivered by the Administrative Agent, the Administrative Borrower shall appoint a qualified financial advisor and management consultant reasonably experienced in providing financial reporting, assessments and advice to companies of comparable or larger size than the Administrative Borrower operating under circumstances of credit restructuring, workouts, or credit facility default (hereinafter referred to as the “Consultant”), for the purposes of reviewing and providing management advice and direction the operations of the Administrative Borrower and its Subsidiaries from time to time thereafter. The terms of the Consultant’s scope of duties, including appropriate covenants regarding confidentiality, shall be settled by the Administrative Borrower in consultation with and with the consent of the Administrative Agent, provided that such terms may be settled by the Administrative Agent if agreement with the Administrative Borrower is not reached within five (5) days of the date of the Administrative Agent’s request hereunder. Each of the Administrative Borrower and the other Obligors irrevocably authorizes, and shall cause, any such Consultant to regularly consult with, and respond to the inquiries of, the Administrative Agent and its employees, agents, representatives, advisors, consultants and financing sources (including, but not limited to, any investment banker, financial advisor, accountant, legal counsel, agent, representative or expert retained by or acting on behalf of the Administrative Agent) (collectively, the “Representatives”) concerning any and all matters relating to the affairs, finances and businesses of any Group Member, the assets and capital stock of any Group Member and/or Consultant’s activities related thereto (including, without limitation, communications outside the presence of any representatives of the Group Members), and provide the Administrative Agent and its Representatives copies of all reports, analyses, materials (including, without limitation, any and all confidential memoranda or other work product provided by Consultant to any or all of the Group Members and their respective representatives).

Notwithstanding the foregoing, upon the occurrence of an Event of Default described inSection 7.1(e)(ii) hereof, the entire unpaid principal amount of the Term Loans and Term Notes, all interest accrued and unpaid thereon, and all other Obligations payable under this Agreement, shall be immediately due and payable, all Term Commitments, if then in effect, shall be terminated in full, in each case automatically and without presentment, demand, protest, notice or other requirement of any kind, all of which are hereby expressly waived by each Obligor.

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ARTICLE VIII
AGREEMENT AMONG LENDERS AND AGENT

Section 8.1.

Authorization; Powers. (a) 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 thisArticle 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 toSection 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.

(b) The Lenders hereby irrevocably authorize Agent to release any Lien on any Collateral (i) upon the termination of the Term 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 underSection 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

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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 thisSection 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.

(c) 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

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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 inSection 8.5, shall remit to each Lender (to the extent a Lender is to share therein and subject to the provisions ofSection 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 Term Loans, or if the outstanding principal balance of the Term Loans made by any Lender is for any other reason less than its respective Percentage of the aggregate principal balance of all Term 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 Term Loans owing to such Lender hereunder are equal to its Percentage of the aggregate amounts of the Term 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 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 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.

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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 Term Loan or on account of any interest, premium or fees under this Agreement (other than through distributions made in accordance withSection 8.2 hereof) in excess of such Lender’s applicable Percentage with respect to the Term 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 or willful misconduct of the Agent.

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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 Term 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) or7.1(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 toSection 8.7 hereof) (a) in the case of a Default that constitutes an Event of Default, not take any of the actions referred to inSection 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 thisSection 8.12, no Lender may sell, assign or transfer its rights or obligations under this Agreement or such Lender’s Term Note or Term Loans or Term Commitment.

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(i)

Subject to the conditions set7:09 AM 5/24/20127:09 AM 5/24/2012 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 Term Commitment and the Term Notes and Term 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 Term Note or Term 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 Term Commitment and Term Notes and Term 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 Term Commitment or, if the applicable Term Commitment is not then in effect, the principal outstanding balance of the Term 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 Term Loan or the Term Commitment, as applicable, assigned;

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(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 ofExhibit 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 Term Note, payable to the order of the Applicant in the amount corresponding to the applicable Term Loan acquired by such Applicant and (ii) a new Term Note payable to the order of the assigning Lender in the amount corresponding to the retained Term Loan. Such new Term Notes shall be in an aggregate principal amount equal to the principal amount of the Term Notes to be replaced by such new Term Notes, shall be dated the effective date of such assignment and shall otherwise be in the form of the Term Note to be replaced thereby. Such new Term Notes shall be issued in substitution for, but not in satisfaction or payment of, the Term Note being replaced thereby and such new Term Notes shall be treated as Term 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, 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 inSection 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 Term

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Note and Term 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 Term Loans or extend the Scheduled Term Loan Maturity Date, (b) reduce the interest rate on the Term Loans or the amount of any premium or fee payable in respect of the Term Loans, (c) forgive any principal of, or interest on, the Term Loans, or any premium or fees payable in respect thereof, or (d) release all or substantially all of any Collateral for the Term 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 thisSection 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 thisSection 8.13, no Lender may grant any participation in its Term Note or Term 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 Term 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, Gibson, Dunn & Crutcher LLP or any other law firm engaged by the Agent (the “Agent Firm”) has only represented and shall only represent the Agent (or its Affiliates), in

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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 inSections 8.12 and8.13 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 underSection 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 (i) upon the termination of the Term Commitments, and payment and satisfaction in full in cash by the Borrowers of all Obligations, (ii) 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 underSection 6.5 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry), (iii) 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 (iv) 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 thisSection 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.

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(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 withSection 10.12, and

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(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 thisArticle XIII 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

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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 Term 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 inSection 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 ofSection 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

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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 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.

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(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

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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.

(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 Term 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 thisSection 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 Term 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 Term Commitments shall have been terminated.

Section 9.2.

Special Provisions Applicable to Additional Guarantors. Pursuant toSection 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:

(a)

If (i) the sum of the guaranty obligations of the Guarantors and the Borrowers under Section 9.1 and, without duplication, in the case of each Borrower, the obligations arising from the joint and several liability of such Borrower with respect to Term Loans or other

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extensions of credit made under this Agreement to each other Borrower (collectively, the “Guarantor Obligations”) exceeds (ii) the sum (the “Total Available Net Assets”) of the Maximum Available Net Assets (as defined inSection 9.4) of each Guarantor and each Borrower, in the aggregate, then (without prejudice to the Obligations of each of the Borrowers under this Agreement with respect to Term Loans 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 thisSection 9.3(b) and notwithstandingSection 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 toSection 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

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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.

As used herein, "Available Net Assets"means, with respect to any Obligor, the amount, as of the respective date of calculation, by which the sum of a Person's assets (including subrogation, indemnity, contribution, reimbursement and similar rights that the Obligor may have, but excluding any such rights in respect of the Guarantor Obligations), determined on the basis of a "fair valuation" or their "fair saleable value" (whichever is the applicable test under Section 548 and other relevant provisions of the Bankruptcy Code and the relevant state fraudulent conveyance or transfer laws), is greater than the amount that will be required to pay all of such Person's debts, in each case matured or unmatured, contingent or otherwise, as of the date of calculation, but excluding liabilities arising under this Guaranty or, in the case of each Borrower, the liabilities arising from the joint and several liability of such Borrower with respect to Term 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 Term Loan and automatically, without further action, upon each delivery by the Administrative Borrower of financial statements required pursuant toSection 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:

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(a)

increase the Term Commitments;

(b)

reduce the amount of any principal of or interest, premium or fees due on or in respect of the Term 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 Term Loan or other fees payable to the Lenders hereunder (for the avoidance of doubt, mandatory prepayments pursuant toSection 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 bySection 8.18(a)(i), release Agent’s Lien in all or substantially all of the Collateral;

(f)

change the definition of “Required Lenders”; or

(g)

amend thisSection 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 theAdministrativeAgent 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 theAdministrativeAgent shall agree, as of such date, to purchase for cash the Term 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 ofSection 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 Term Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

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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 onSchedule 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 thisSection 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 ofArticle II shall not be effective until received by the Agent, such Lender, or such other Secured Party.

(b)

Each Obligor agrees that the Administrative Agent may (but shall not be required to) make any materials delivered by such Obligor to the Administrative Agent, as well as, but not limited to, any amendments, waivers, consents, and other written information, documents, instruments and other materials relating to any Group Member, or any other materials or matters relating to this Agreement, the other Loan Documents, the Revolving Credit Documents, the Related Transactions or any of the transactions contemplated hereby or thereby (collectively, the “Communications”) available to the Secured Parties by posting such notices on an electronic delivery system (which may be provided by the Administrative Agent, an Affiliate, or any Person that is not an Affiliate of the Administrative Agent), such as IntraLinks®, or a substantially similar electronic system that requires passwords for access and takes other customary measures with respect to confidentiality and security (the “Platform”) all of which shall be at the cost and 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

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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 thisSection 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 toSection 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 Term 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 relating to or arising out of or in connection with, (w) the Term Commitments, the making or maintaining of any Term 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 Term 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,

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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 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 thisSection 10.5shall 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 thisSection 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.

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.

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(b)

Jurisdiction. The Obligors, the Agent and the Lenders hereby irrevocably submit to the jurisdiction of any state or federal court sitting in the State of New York 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 thisSection 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 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

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meaning and legal significance of this Agreement and that it is satisfied with its legal counsel and the advice received from it.

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. (a) 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 thisSection 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 Term 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 thisSection 10.12 or other provisions at least as restrictive as thisSection 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.

(b) 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

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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.

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 madepari 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 Revolving 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 Term Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action

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as Administrative Borrower deems appropriate on its behalf to obtain Term 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 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, 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.

[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/ David N. Vander Ploeg
	Name: David N. Vander Ploeg
	Title: Treasurer

	SELECT AGENDAS, CORP.


	By: /s/ David N. Vander Ploeg
	Name: David N. Vander Ploeg
	Title: Treasurer

	FREY SCIENTIFIC, INC.


	By: /s/ David N. Vander Ploeg
	Name: David N. Vander Ploeg
	Title: Treasurer

	SAX ARTS & CRAFTS, INC.


	By: /s/ David N. Vander Ploeg
	Name: David N. Vander Ploeg
	Title: Treasurer

Signature Page to Credit Agreement


	BAYSIDE FINANCE, LLC, as
	Administrative Agent


	By: /s/ John Bolduc
	Name: John Bolduc
	Title: Executive Managing Director

	BAYSIDE FINANCE, LLC, as Collateral
	Agent

	By: /s/ John Bolduc
	Name: John Bolduc
	Title: Executive Managing Director

Signature Page to Credit Agreement


	BAYSIDE FINANCE, LLC, as a Lender


	By: /s/ John Bolduc
	Name: John Bolduc
	Title: Executive Managing Director

Signature Page to Credit Agreement

School Specialty (SCOO) 8-KEntry into a Material Definitive Agreement