Item 1.01 Entry into a Material Definitive Agreement.

On January 6, 2020, School Specialty, Inc. (the "Company") entered into (1) the Third Lien Security Agreement, by and among the Company, certain of its subsidiaries, and U.S. Bank National Association (the "Third Lien Security Agreement"); and (2) the Third Lien Intercreditor Agreement, by and among the Company, TCW Asset Management Company LLC, Bank of America, N.A., and U.S. Bank National Association (the "Third Lien Intercreditor Agreement"). Pursuant to the Third Lien Security Agreement, the Company and certain of its subsidiaries granted liens on substantially all of their assets to U.S. Bank National Association as the agent for and for the benefit of the holders of the Company's deferred payment obligations. The Third Lien Security Agreement is subject to the provisions of the Third Lien Intercreditor Agreement, which confirms the relative priority of the respective security interests in the assets of the Company and certain of its subsidiaries, and provides for the application, in accordance with such priorities, of proceeds of such assets and properties.

The foregoing descriptions of the Third Lien Security Agreement and the Third Lien Intercreditor Agreement are qualified in their entirety by reference to the full text of the agreements, which are attached hereto as Exhibit 10.1 and 10.2, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The conditions to enter into the Third Lien Security Agreement and Third Lien Intercreditor Agreement have been satisfied, including, among other things, the condition to receive a proposal of a Specified Transaction (as defined in Fifth Amendment, dated as of November 22, 2019, to the Loan Agreement, dated as of April 7, 2017, by and among School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, the financial parties thereto, as lenders, and TCW Asset Management Company, LLC, as agent). There can be no assurances that the Company will enter into a definitive agreement with respect to any Specified Transaction. The Company does not intend to comment further unless and until it enters into a definitive agreement.

Item 9.01. Financial Statements and Exhibits.


           (d) Exhibits

           Exhibit No.                         Description

               10.1     Third Lien Security Agreement, dated January 6, 2020, by
                        and among School Specialty, Inc., certain of its
                        subsidiaries, and U.S. Bank National Association.

               10.2     Third Lien Intercreditor Agreement, dated January 6, 2020,
                        by and among School Specialty, Inc., TCW Asset Management
                        Company LLC, Bank of America, N.A., and U.S. Bank National
                        Association.

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