EXHIBIT 10.24



AMENDMENT NO. 3

to

RECEIVABLES SALE AGREEMENT



THIS AMENDMENT NO. 3 (Amendment) is entered into as of April 20, 2005 by and between School Specialty, Inc., as Originator
(Originator) and New School, Inc., as Buyer (Buyer),.



PRELIMINARY STATEMENT



A.
Originator and Buyer are parties to that certain Receivables Sale Agreement dated as of November 22, 2000 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the Sale Agreement).
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Sale Agreement.



B. Originator and Buyer have agreed to amend the Sale Agreement, subject to the terms and conditions hereinafter set forth.



NOW, THEREFORE, in consideration of the premises set forth above, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:



SECTION 1. Amendment. Effective as of the date hereof, subject to the satisfaction of the condition precedent set forth in Section 2 below,
the Sale Agreement is hereby amended as follows:



1.1 Exhibit I thereto is hereby amended to insert the following definition therein in alphabetical order:



Excluded Receivable means any account, general indebtedness or other obligation generated by the Childrens
Publishing division of Originator which is identified on the books and records of Originator as Region 51 Childrens Publishing Trade.



1.2 the definition of Receivable appearing in Exhibit I thereto is hereby amended to insert the phrase (other than any
Excluded Receivable) immediately following the phrase all indebtedness and other obligations appearing in the first line thereof.



SECTION 2. Condition Precedent. This Amendment shall become effective and be deemed effective, as of the date first above written, upon receipt by
the Agent of one copy of this Amendment duly executed by each of the parties hereto.



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SECTION 3. Covenants, Representations and Warranties of the Originator.



3.1 Upon the effectiveness of this Amendment, the Originator hereby
reaffirms all covenants, representations and warranties made by it, to the extent the same are not amended hereby, in the Sale Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of
the effective date of this Amendment.



3.2 Each of the
Originator and the Buyer hereby represents and warrants as to itself (i) that this Amendment constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and general principles of equity which may limit the availability of equitable remedies and (ii) upon the
effectiveness of this Amendment, no event shall have occurred and be continuing which constitutes an Amortization Event or a Potential Amortization Event.



SECTION 4. Reference to and Effect on the Sale Agreement.



4.1 Upon the effectiveness of this Amendment, each reference in the Sale Agreement to this Agreement, hereunder,
hereof, herein, hereby or words of like import shall mean and be a reference to the Sale Agreement as amended hereby, and each reference to the Sale Agreement in any other document, instrument or agreement
executed and/or delivered in connection with the Sale Agreement shall mean and be a reference to the Sale Agreement as amended hereby.



4.2 Except as specifically amended hereby, the Sale Agreement and other documents, instruments and agreements executed and/or delivered in connection
therewith shall remain in full force and effect and are hereby ratified and confirmed.



4.3 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Originator or Buyer under the Sale Agreement or any of the other Transaction Documents,
nor constitute a waiver of any provision contained therein, except as specifically set forth herein.



SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS, AND
REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but one and the same instrument.



SECTION 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose.



2



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the date first set
forth above by their respective officers thereto duly authorized, to be effective as hereinabove provided.



NEW SCHOOL, INC., as BuyerBy:

/s/ Mary M. KabacinskiName:

Mary M. KabacinskiTitle:

TreasurerSCHOOL SPECIALTY, INC., as OriginatorBy:

/s/ Mary M. KabacinskiName:

Mary M. KabacinskiTitle:

EVP / CFO




Consented to:



|                                        |  |                     
|--------------------------------------- |  | --------------------
|FALCON ASSET SECURITIZATION CORPORATION
|                                        | 
|By:                                     |  | /s/ Ronald J. Atkins
|Name:                                   |  | Ronald J. Atkins    
|Title:                                  |  | Authorized Signer   
|                                       
|JPMORGAN CHASE BANK, N.A.              
|(successor by merger to Bank One, NA   
|(Main Office Chicago)), as Agent       
|                                        | 
|By:                                     |  | /s/ Ronald J. Atkins
|Name:                                   |  | Ronald J. Atkins    
|Title:                                  |  | Vice President      



Signature Page to Amendment No.3 to RSA