Pledge Agreement dated April 23, 2010



 Exhibit 4.2 

PLEDGE AGREEMENT 

THIS PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of April 23, 2010 is by and among the parties identified
as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and BANK OF AMERICA,
N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations referenced below. 

W I T N E S S E T H 

WHEREAS, a credit facilities have been and may hereafter be established in favor of School Specialty, Inc., a Wisconsin corporation (the
“Borrower”), pursuant to the terms of the Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of the date hereof among the Borrower, the Guarantors
identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent; and 
 WHEREAS, this
Pledge Agreement is required under the terms of the Credit Agreement. 
 NOW, THEREFORE, in consideration of these premises and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Definitions. 

(a) Capitalized terms used herein and not otherwise defined herein shall have the meanings provided in the Credit Agreement. 

(b) As used herein, the following terms shall have the meanings assigned thereto in the Uniform Commercial Code in effect in the State of
North Carolina on the date hereof: Accession, Financial Asset, Proceeds and Security. 
 (c) As used herein, the following terms
shall have the meanings set forth below: 
 “Pledged Collateral” has the meaning provided in
Section 2 hereof. 
 “Pledged Shares” has the meaning provided in Section 2 hereof.

 “Secured Obligations” means, without duplication, all of the Obligations and all costs and
expenses incurred in connection with enforcement and collection of the Obligations, including reasonable attorneys’ fees and the allocated cost of internal counsel. 

“UCC” means the Uniform Commercial Code. 







 2. Pledge and Grant of Security Interest. To secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Pledgor hereby grants, pledges and assigns to the Administrative Agent, for the benefit of the holders of the
Secured Obligations, a continuing security interest in, and a right to set-off against, any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter
(collectively, the “Pledged Collateral”): 
 (a) Pledged Shares. (i) One hundred
percent (100%) of the issued and outstanding Capital Stock owned by such Pledgor of each Domestic Subsidiary and (ii) sixty-five percent (65%) of the issued and outstanding shares of Capital Stock entitled to vote (within the meaning
of Treas. Reg. Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%) of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2))
(“Non-Voting Equity”) owned by such Pledgor of each Foreign Subsidiary, including, without limitation, the Subsidiaries set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other
agreements or instruments), if any, representing such Capital Stock, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section 2(b) and 2(c) below, the
“Pledged Shares”), including, but not limited to, the following: 
 (A) all shares, securities,
membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision,
reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Shares; and 

(B) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the
Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation
or merger. 
 (b) Accessions and Proceeds. All Accessions and all Proceeds of any and all of the
foregoing. 
 3. Security for Secured Obligations. The security interest created hereby in the Pledged Collateral of each
Pledgor constitutes continuing collateral security for all of the Secured Obligations. 
 4. Delivery of the Pledged
Collateral. Each Pledgor hereby agrees that: 
 (a) Certificates and Indorsements. Each Pledgor shall
deliver to the Administrative Agent (i) simultaneously with or prior to the execution and delivery of this Pledge Agreement, all certificates representing the Pledged Shares of such Pledgor and (ii) promptly upon the receipt thereof by or
on behalf of a Pledgor, all other certificates and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Administrative Agent, all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be
held in trust by such Pledgor for the benefit of the Administrative Agent pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or
assignment in blank, substantially in the form provided in Schedule 4(a) attached hereto. 
 (b)
Additional Securities. If such Pledgor shall receive by virtue of its being or having been the owner of any Pledged Collateral, any (i) certificate, including without limitation, any certificate representing a dividend or distribution in
connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or other equity interests, stock splits, spin-off or split-off, promissory notes or other instruments;

  

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(ii) option or right, whether as an addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions
of securities in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then such Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the
benefit of the Administrative Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Administrative Agent in the exact form received together with any necessary endorsement and/or appropriate stock
power duly executed in blank, substantially in the form provided in Schedule 4(a), to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations. 

(c) Financing Statements. Each Pledgor authorizes the Administrative Agent to file one or more financing statements
(with collateral descriptions of “all personal property”, “all assets” or words of similar meaning) disclosing the Administrative Agent’s security interest in the Pledged Collateral. Each Pledgor agrees to execute and
deliver to the Administrative Agent such financing statements and other filings as may be reasonably requested by the Administrative Agent in order to perfect and protect the security interest created hereby in the Pledged Collateral of such
Pledgor. 
 5. Representations and Warranties. Each Pledgor hereby represents and warrants to the Administrative Agent,
for the benefit of the holders of the Secured Obligations, that so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated: 

(a) Authorization of Pledged Shares. The Pledged Shares are duly authorized and validly issued, are fully paid and
nonassessable and are not subject to the preemptive rights of any Person. 
 (b) Title. Each Pledgor has
good and indefeasible title to the Pledged Collateral of such Pledgor and is the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There exists no “adverse claim” within the
meaning of Section 8-102 of the UCC with respect to the Pledged Shares of such Pledgor. 
 (c) Exercising
of Rights. The exercise by the Administrative Agent of its rights and remedies hereunder will not violate any law or governmental regulation or any material contractual restriction binding on or affecting a Pledgor or any of its property.

 (d) Pledgor’s Authority. No authorization, approval or action by, and no notice or filing with any
Governmental Authority or with the issuer of any Pledged Stock is required either (i) for the pledge made by a Pledgor or for the granting of the security interest by a Pledgor pursuant to this Pledge Agreement (except as have been already
obtained) or (ii) for the exercise by the Administrative Agent or the holders of the Secured Obligations of their rights and remedies hereunder (except as may be required by laws affecting the offering and sale of securities). 

(e) Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the
Administrative Agent for the benefit of the holders of the Secured Obligations, in the Pledged Collateral. The taking of possession by the Administrative Agent of the certificates representing the Pledged Shares and all other certificates and
instruments 
  

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constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in the Pledged Shares and, when properly perfected by filing or
registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect such security
interest. 
 (f) Partnership and Membership Interests. Except as previously disclosed to the
Administrative Agent, none of the Pledged Shares consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is
a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. 

6. Covenants. Each Pledgor hereby covenants, that so long as any of the Secured Obligations remains outstanding and until all of
the commitments relating thereto have been terminated, such Pledgor shall: 
 (a) Defense of Title.
Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for
Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Loan Documents. 

(b) Further Assurances. Promptly execute and deliver at its expense all further instruments and documents and take
all further action that may be necessary and desirable or that the Administrative Agent may reasonably request in order to (i) perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor (including,
without limitation, any and all action necessary to satisfy the Administrative Agent that the Administrative Agent has obtained a first priority perfected security interest in all Pledged Collateral); (ii) enable the Administrative Agent to
exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement, including, without limitation and if requested by the Administrative
Agent, delivering to the Administrative Agent irrevocable proxies in respect of the Pledged Collateral of such Pledgor. 

(c) Amendments. Not make or consent to any amendment or other modification or waiver with respect to any of the
Pledged Collateral of such Pledgor or enter into any agreement or allow to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than pursuant hereto or as may be permitted under the Credit Agreement. 

(d) Compliance with Securities Laws. File all reports and other information now or hereafter required to be filed
by such Pledgor with the United States Securities and Exchange Commission and any other state, federal or foreign agency in connection with the ownership of the Pledged Collateral of such Pledgor. 

(e) Issuance or Acquisition of Capital Stock. Provide written notice to the Administrative Agent, and execute and
deliver (or cause to be executed and delivered) such agreements, documents and instruments as the Administrative Agent may require, prior to issuing 

 

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or acquiring any Capital Stock consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market,
(ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset;
provided that in the case of a Permitted Acquisition, such written notice and such agreements, documents and instruments shall be provided within 30 days after the date of such Permitted Acquisition. 

7. Advances by Holders of the Secured Obligations. On failure of any Pledgor to perform any of the covenants and agreements
contained herein, the Administrative Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the performance thereof, including,
without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures that the
Administrative Agent or the holders of the Secured Obligations may make for the protection of the security hereof or may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Pledgors on a joint
and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate for Base Rate Loans. No such performance
of any covenant or agreement by the Administrative Agent or the holders of the Secured Obligations on behalf of any Pledgor, and no such advance or expenditure therefor, shall relieve the Pledgors of any default under the terms of this Pledge
Agreement, the other Loan Documents or any other documents relating to the Secured Obligations. The holders of the Secured Obligations may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the
appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such
payment is being contested in good faith by a Pledgor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP. 

8. [Reserved]. 

9. Remedies. 

(a) General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and
the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of
attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Pledged Collateral. 

(b) Sale of Pledged Collateral. Upon the occurrence of an Event of Default and during the continuation thereof, without limiting
the generality of this Section 9 and without notice, the Administrative Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private
sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with
applicable law. To the extent permitted by law, any holder of the Secured Obligations may in such event, bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived
by such Pledgor, any requirement of reasonable notice shall 
  

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be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to such Pledgor, in
accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten days before the time of such sale. The Administrative Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of
notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to
which it was so adjourned. 
 (c) Private Sale. Upon the occurrence of an Event of Default and during the continuation
thereof, the Pledgors recognize that the Administrative Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may,
therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment
and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale
and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the
period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that
has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under
the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities
Act, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral. 
 (d) Retention of
Pledged Collateral. To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence of an Event of Default, the Administrative Agent may, after providing the notices required by Sections 9-620
and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in satisfaction of the Secured Obligations. Unless and until the
Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have accepted or retained any Pledged Collateral in satisfaction of any Secured Obligations for any reason. 

(e) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which
the Administrative Agent or the holders of the Secured Obligations are legally entitled, the Pledgors shall be jointly and severally liable for the deficiency, together with interest thereon at the Default Rate for Base Rate Loans, together with the
costs of collection and reasonable attorneys’ fees (including the allocated cost of internal counsel). Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Pledgors or to whomsoever a
court of competent jurisdiction shall determine to be entitled thereto. 
  

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 10. Rights of the Administrative Agent. 

(a) Power of Attorney. In addition to other powers of attorney contained herein, each Pledgor hereby designates and appoints the
Administrative Agent, on behalf of the holders of the Secured Obligations, and each of its designees or agents, as attorney-in-fact of such Pledgor, irrevocably and with power of substitution, with authority to take any or all of the following
actions upon the occurrence and during the continuation of an Event of Default: 
 (i) to demand, collect,
settle, compromise and adjust, and give discharges and releases concerning the Pledged Collateral, all as the Administrative Agent may reasonably deem appropriate; 

(ii) to commence and prosecute any actions at any court for the purposes of collecting any of the Pledged Collateral and
enforcing any other right in respect thereof; 
 (iii) to defend, settle or compromise any action brought and, in
connection therewith, give such discharge or release as the Administrative Agent may reasonably deem appropriate; 

(iv) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against
the Pledged Collateral; 
 (v) to direct any parties liable for any payment in connection with any of the Pledged
Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; 

(vi) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time
in respect of or arising out of any Pledged Collateral; 
 (vii) to sign and endorse any drafts, assignments,
proxies, stock powers, verifications, notices and other documents relating to the Pledged Collateral; 
 (viii)
to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent
may reasonably deem appropriate in order to perfect and maintain the security interests and liens granted in this Pledge Agreement and in order to fully consummate all of the transactions contemplated therein; 

(ix) to exchange any of the Pledged Collateral or other property upon any merger, consolidation, reorganization,
recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the
Administrative Agent may reasonably deem appropriate; 
 (x) to vote for a shareholder resolution, or to sign an
instrument in writing, sanctioning the transfer of any or all of the Pledged Collateral into the name of the Administrative Agent or one or more of the holders of the Secured Obligations or into the name of any transferee to whom the Pledged
Collateral or any part thereof may be sold pursuant to Section 9 hereof; and 
 (xi) to do and perform all
such other acts and things as the Administrative Agent may reasonably deem appropriate or convenient in connection with the Pledged Collateral. 
  

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 This power of attorney is a power coupled with an interest and shall be irrevocable for so
long as any of the Secured Obligations shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights,
powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Pledge Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act
or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is
conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Pledged Collateral. 

(b) Performance by the Administrative Agent of Obligations. If any Pledgor fails to perform any agreement or obligation contained
herein, the Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by the Pledgors on a joint and several basis
pursuant to Section 25 hereof. 
 (c) Assignment by the Administrative Agent. The Administrative Agent may from time
to time assign the Secured Obligations and any portion thereof and/or the Pledged Collateral and any portion thereof, and the assignee shall be entitled to all of the rights and remedies of the Administrative Agent under this Pledge Agreement in
relation thereto. 
 (d) The Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to
assure the safe custody of the Pledged Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the
Pledgors shall be responsible for preservation of all rights in the Pledged Collateral, and the Administrative Agent shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering the surrender of it to the
Pledgors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which the
Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for
(i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Administrative Agent has or is deemed to have knowledge of such
matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any of the Pledged Collateral. 

(e) Voting Rights in Respect of the Pledged Collateral. 

(i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may
exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and 

(ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting
and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole
right to exercise such voting and other consensual rights. 
  

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 (f) Dividend Rights in Respect of the Pledged Collateral. 

(i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each
Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under
the Credit Agreement. 
 (ii) Upon the occurrence and during the continuance of an Event of Default: 

(A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to
receive and retain pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon be vested in the Administrative Agent, which shall then have the sole right to receive and hold as Pledged Collateral such dividends
and interest payments; and 
 (B) all dividends and interest payments that are received by a Pledgor contrary to
the provisions of paragraph (A) of this subsection shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative
Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations. 

(g) Release of Pledged Collateral. The Administrative Agent may release any of the Pledged Collateral from this Pledge Agreement
or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly
released or substituted, and this Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expressly released or substituted. 

11. Rights of Required Lenders. All rights of the Administrative Agent hereunder, if not exercised by the Administrative Agent,
may be exercised by the Required Lenders. 
 12. Application of Proceeds. Upon the occurrence and during the continuation
of an Event of Default, any payments in respect of the Secured Obligations and any proceeds of the Pledged Collateral, when received by the Administrative Agent or any of the holders of the Secured Obligations in cash or its equivalent, will be
applied in reduction of the Secured Obligations in the order set forth in the Credit Agreement or other document relating to the Secured Obligations, and each Pledgor irrevocably waives the right to direct the application of such payments and
proceeds and acknowledges and agrees that the Administrative Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the Administrative Agent’s sole discretion, notwithstanding any
entry to the contrary upon any of its books and records. 
 13. Continuing Agreement. 

(a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the
Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated (other than any obligations with respect to the 

 

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indemnities and the representations and warranties set forth in the Loan Documents). Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the
Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination
statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. 

(b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in
whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy,
insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including,
without limitation, attorneys’ fees, the allocated cost of internal counsel and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be
included as a part of the Secured Obligations. 
 14. Amendments and Waivers. This Pledge Agreement and the provisions
hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 11.01 of the Credit Agreement. 

15. Successors in Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall be
binding upon each Pledgor, its successors and assigns, and shall inure, together with the rights and remedies of the Administrative Agent and the holders of the Secured Obligations hereunder, to the benefit of the Administrative Agent and the
holders of the Secured Obligations and their successors and permitted assigns; provided, however, that none of the Pledgors may assign its rights or delegate its duties hereunder without the prior written consent of the requisite Lenders
under the Credit Agreement. To the fullest extent permitted by law, each Pledgor hereby releases the Administrative Agent and each holder of the Secured Obligations, and their respective successors and assigns, from any liability for any act or
omission relating to this Pledge Agreement or the Collateral, except for any liability arising from the gross negligence or willful misconduct of the Administrative Agent or such holder, or their respective officers, employees or agents. 

16. Notices. All notices required or permitted to be given under this Pledge Agreement shall be given as provided in
Section 11.02 of the Credit Agreement. 
 17. Counterparts. This Pledge Agreement may be executed in any number of
counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Pledge Agreement to produce or account for more than
one such counterpart. 
 18. Headings. The headings of the sections and subsections hereof are provided for convenience
only and shall not in any way affect the meaning or construction of any provision of this Pledge Agreement. 
 19. Governing
Law; Submission to Jurisdiction; Waiver of Venue; Service of Process; WAIVER OF JURY TRIAL. The terms of Sections 11.14 and 11.15 of the Credit Agreement with respect to governing law, submission to jurisdiction, waiver of venue, service of
process and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. 
  

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 20. Severability. If any provision of this Pledge Agreement is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

 21. Entirety. This Pledge Agreement, the other Loan Documents and the other documents relating to the Secured
Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Loan Documents, any
other documents relating to the Secured Obligations, or the transactions contemplated herein and therein. 
 22.
Survival. All representations and warranties of the Pledgors hereunder shall survive the execution and delivery of this Pledge Agreement, the other Loan Documents and the other documents relating to the Secured Obligations, the delivery of
the Notes and the extension of credit thereunder or in connection therewith. 
 23. Other Security. To the extent that
any of the Secured Obligations are now or hereafter secured by property other than the Pledged Collateral (including, without limitation, real and other personal property owned by a Pledgor), or by a guarantee, endorsement or property of any other
Person, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to
determine which rights, security, liens, security interests or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the
Secured Obligations or any of the rights of the Administrative Agent or the holders of the Secured Obligations under this Pledge Agreement, under any of the other Loan Documents or under any other document relating to the Secured Obligations.

 24. Joint and Several Obligations of Pledgors. 

(a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided
by the holders of the Secured Obligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of
them. 
 (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety
but also as a co-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating
to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them. 

(c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating
to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance
under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. 
  

 11 








 25. Joinder. At any time after the date of this Pledge Agreement, one or more
additional Persons may become party hereto by executing and delivering to the Administrative Agent a Joinder Agreement. Immediately upon such execution and delivery of such Joinder Agreement (and without any further action), each such additional
Person will become a party to this Agreement as a “Pledgor” and have all of the rights and obligations of a Pledgor hereunder and this Agreement and the schedules hereto shall be deemed amended by such Joinder Agreement. 

[Signature Pages Follow] 
  

 12 








 Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and
delivered as of the date first above written. 
  

							
	PLEDGORS:	  	SCHOOL SPECIALTY, INC., a Wisconsin corporation	  	
				
		  	By:	 	 /s/ David Vander Ploeg
	  	
		  	Name:	 	David Vander Ploeg	  	
		  	Title:	 	Chief Financial Officer	  	
		
		  	CHILDCRAFT EDUCATION CORP., a New York corporation
		  	CLASSROOMDIRECT.COM, LLC, a Delaware limited liability company
		  	BIRD-IN-HAND WOODWORKS, INC., a New Jersey corporation
		  	SPORTIME, LLC, a Delaware limited liability company
		  	PREMIER AGENDAS, INC., a Washington corporation
		  	FREY SCIENTIFIC, INC., a Delaware corporation
		  	SAX ARTS & CRAFTS, INC., a Delaware corporation
		  	CALIFONE INTERNATIONAL, INC., a Delaware corporation
		  	DELTA EDUCATION, LLC, a Delaware limited liability company
				
		  	By:	 	 /s/ David Vander Ploeg
	  	
		  	Name:	 	David Vander Ploeg	  	
		  	Title:	 	Treasurer	  	

 Accepted and agreed to as of the date first above written. 

BANK OF AMERICA, N.A., as Administrative Agent 
  

			
	By:	 	 /s/ Anthea Del Bianco

	Name:	 	 Anthea Del Bianco

	Title:	 	 Vice President









 Schedule 2(a) 

Pledged Stock 
  

										
	 Pledgor
	  	 Issuer
	  	Number of
Shares	  	Certificate
Number	  	Percentage
Ownership	 
	 School Specialty, Inc.
	  	 ClassroomDirect.com, LLC

(f/k/a Re-Print LLC)
	  	1	  	1	  	100	% 
	 School Specialty, Inc.
	  	Childcraft Education Corp.	  	1,000	  	2	  	100	% 
	 School Specialty, Inc.
	  	Sportime, LLC	  	N/A	  	0005	  	100	% 
	 School Specialty, Inc.
	  	Frey Scientific, Inc.	  	100	  	1	  	100	% 
	 School Specialty, Inc.
	  	Premier Agendas, Inc.	  	11,200	  	52	  	100	% 
	 School Specialty, Inc.
	  	Premier School Agendas, Ltd.	  	65	  	003	  	65	% 
	 School Specialty, Inc.
	  	 Sax Arts & Crafts, Inc.

(f/k/a SSI Acquisition Subsidiary)
	  	100	  	1	  	100	% 
	 School Specialty, Inc.
	  	Delta Education, LLC	  	N/A	  	N/A	  	100	% 
	 School Specialty, Inc.
	  	Califone International, Inc.	  	100	  	1A	  	100	% 
	 School Specialty, Inc.
	  	Select Agendas, Corp.	  	650	  	1	  	65	% 
	 Childcraft Education Corp.
	  	Bird-in-Hand Woodworks, Inc.	  	5	  	2	  	100	% 








 Schedule 4(a) 

Form of Irrevocable Stock Power 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to 

the following shares of capital stock or other equity interests of             , a
            : 
  

			
	 Number of Shares
	  	 Certificate Number

		  	

 and irrevocably appoints
                                        
its agent and attorney-in-fact to transfer all or any part of such capital stock or other equity interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or
more persons to act for him. 
  

			
	 [HOLDER]

		
	 By:
	 	  

	 Name:
	 	
	 Title: