Consent and Second Amendment



 Exhibit 4.1 
 CONSENT AND SECOND AMENDMENT 
 THIS CONSENT AND SECOND AMENDMENT (this “Consent”) dated as
of June 10, 2009 to the Credit Agreement referenced below is by and among SCHOOL SPECIALTY, INC., a Wisconsin corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the
signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”). 
 W I T N E S S E T H 
 WHEREAS, revolving credit facilities have
been extended to the Borrower pursuant to the Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of February 1, 2006 among the Borrower,
the Guarantors identified therein, the Lenders identified therein and the Administrative Agent; 
 WHEREAS, the Borrower has requested that
the Required Lenders consent to the contribution by the Borrower of certain assets of its publishing division to a joint venture; and 
 WHEREAS, the Required Lenders have agreed to the requested consent on the terms and conditions set forth herein. 
 NOW, THEREFORE,
IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit
Agreement. 
 2. Consent. The Required Lenders consent to the Borrower and its Subsidiaries contributing the assets described on
Schedule 1 hereto and such other assets of the Borrower’s publishing division as may be approved by the Administrative Agent (the “Proposed Contribution”) to a joint venture between the Borrower and Cookie Jar Education,
Inc. in exchange for an ownership stake of approximately 35% in such joint venture, provided that prior to the Proposed Contribution the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate
demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter end for which the Borrower has
delivered financial statements pursuant to Section 7.01(a) or (b). The Proposed Contribution shall be deemed a “Disposition” for all purposes of the Credit Agreement and the other Loan Documents, provided that (x) the Loan
Parties shall not be required to comply with Section 8.05 with respect to the Proposed Contribution and (y) the Proposed Contribution shall not be included in any calculation of the baskets in Section 8.05(c) and Section 8.05(d).

 3. Amendment. The Credit Agreement is amended in the following respects: 
 3.1 The definitions of “Base Rate”, “Business Day”, “Consolidated Net Income”, “Eurodollar Base Rate”,
“Eurodollar Rate”, “Eurodollar Rate Loan” and “Eurodollar Reserve Percentage” in Section 1.01 are amended to read as follows: 







 “Base Rate” means for any day a fluctuating rate per annum equal to the highest of
(a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate and (c) except during a Eurodollar Unavailability Period, the Eurodollar Rate plus 1.25%. 
 “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the
Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan or any Base Rate Loan bearing interest at a rate based on the Eurodollar Rate, means any such day on which dealings in Dollar deposits are conducted
by and between banks in the London interbank eurodollar market. 
 “Consolidated Net Income” means, for any period for the
Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries for such period as determined in accordance with GAAP but excluding net income (or loss) attributable to the Publishing Joint Venture unless
such net income has been distributed by way of an ordinary dividend in cash to the Borrower or any Subsidiary. 
 “Eurodollar Base
Rate” means: 
 (a) For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to
(i) the British Bankers Association LIBOR Rate as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (“BBA LIBOR”) at
approximately 11:00 a.m. London time two Business Days prior to the commencement of such Interest Period for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such
published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate
amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar
market at their request at approximately 11:00 a.m. London time two Business Days prior to the commencement of such Interest Period. 
 (b) For any day with respect to an interest rate calculation for a Base Rate Loan, the rate per annum equal to (i) BBA LIBOR at approximately 11:00 a.m. London time two Business Days prior to such
day for Dollar deposits (for delivery on such day) with a term equivalent to one month or (ii) if such published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the rate at which
deposits in Dollars for delivery on the such day in same day funds in the approximate amount of the Base Rate Loan being made, continued or converted by Bank of America and with a term equivalent to one month would be offered by Bank of
America’s London Branch to major banks in the London interbank eurodollar market at approximately 11:00 a.m. London time two Business Days prior to such day. 
 “Eurodollar Rate” means (a) for any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by
dividing (i) the Eurodollar Base Rate for such Eurodollar Rate Loan for such Interest Period by (ii) one minus the Eurodollar Reserve Percentage for such Eurodollar Rate Loan for such Interest Period and (b) for any day with respect
to any Base Rate Loan bearing interest at a rate based 

  

 2 








 
on the Eurodollar Rate, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base
Rate for such Base Rate Loan for such day by (ii) one minus the Eurodollar Reserve Percentage for such Base Rate Loan for such day. 
 “Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate (other than a Base Rate Loan bearing interest at a rate based on the Eurodollar Rate). 
 “Eurodollar Reserve Percentage” means, for any day, the reserve percentage (expressed as a decimal, carried out to five decimal places)
in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with
respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate Loan and for each outstanding Base Rate Loan bearing interest at a rate based on the Eurodollar
Rate shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage. 
 3.2 The definitions of
“Eurodollar Unavailability Period”, “Impacted Lender”, “Prime Rate” and “Publishing Joint Venture” are added to Section 1.01 to read as follows: 
 “Eurodollar Unavailability Period” means any period during which the obligation of the Lenders to make or maintain Eurodollar Rate Loans
has been suspended pursuant to Section 3.02 or Section 3.03. 
 “Impacted Lender” means any Lender
as to which (a) the L/C Issuer or the Swing Line Lender, as applicable, has a good faith belief that (i) such Lender has failed to fulfill its obligations under one or more other syndicated credit facilities and (ii) such Lender is
not in good faith disputing that such a failure has occurred or (b) any Person that controls such Lender has been deemed insolvent by applicable governmental regulatory authorities or become the subject of a bankruptcy or insolvency proceeding.

 “Prime Rate” means the rate of interest in effect for such day as publicly announced from time to time by Bank of America
as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public
announcement of such change. 
 “Publishing Joint Venture” means the joint venture between the Borrower and Cookie Jar
Education, Inc. to which the Borrower will contribute (or has contributed) assets of its publishing division. 
 3.3
Section 2.03(a)(ii)(F) is amended to read as follows: 
 (F) a default of any Lender’s obligations to fund under
Section 2.03(c) exists or any Lender is at such time a Defaulting Lender or an Impacted Lender, unless the L/C Issuer has entered into arrangements satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C
Issuer’s risk with respect to such Lender; or 
  

 3 








 3.4 The following sentence is added to Section 2.04(a) immediately after the first sentence thereof:

 Notwithstanding anything herein to the contrary, the Swing Line Lender shall be under no obligation to make any Swing Line Loan if a
default of any Lender’s obligations to fund under Section 2.04(c) exists or any Lender is at such time a Defaulting Lender or an Impacted Lender, unless the Swing Line Lender has entered into arrangements satisfactory to the Swing
Line Lender with the Borrower or such Lender to eliminate the Swing Line Lender’s risk with respect to such Lender. 
 3.5 In
Section 8.01, clauses (q) and (r) are renumbered as clauses (r) and (s) and a new clause (q) is added to read as follows: 
 (q) Liens in favor of the L/C Issuer or the Swing Line Lender, as applicable, on cash collateral securing the obligations of a Defaulting Lender or an Impacted Lender to fund risk participations in L/C Obligations and
Swing Line Loans; 
 4. Conditions Precedent. This Consent shall be effective as of the date hereof upon satisfaction of each of the
following conditions precedent: 
 (a) receipt by the Administrative Agent of counterparts of this Consent executed by the
Loan Parties and the Required Lenders; and 
 (b) payment by the Borrower to the Administrative Agent, for the account of
each Lender that executes this Consent by no later than June 8, 2009, of a work fee equal to 5 basis points (0.05%) on the Revolving Commitment of such Lender. 
 5. Consent is a “Loan Document”. This Consent is a Loan Document. 
 6. Reaffirmation of
Representations and Warranties. Each Loan Party represents and warrants that after giving effect to this Consent (a) the representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the
date hereof (except those that expressly relate to an earlier period) and (b) no Default exists. 
 7. Reaffirmation of
Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Consent, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Consent and all documents executed
in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents. 
 8.
Reaffirmation of Security Interests. Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Consent shall in no manner impair or otherwise
adversely effect any of the Liens granted in or pursuant to the Loan Documents. 
 9. No Other Changes. Except as modified hereby, all
of the terms and provisions of the Loan Documents shall remain in full force and effect. 
  

 4 








 10. Counterparts; Delivery. This Consent may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Consent to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Consent by facsimile
or other electronic imaging means shall be effective as an original. 
 11. Governing Law. This Consent shall be deemed to be a
contract made under, and for all purposes shall be construed in accordance with, the laws of the State of North Carolina. 
 [SIGNATURE PAGES
FOLLOW] 
  

 5 








 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Consent and Second
Amendment to be duly executed and delivered as of the date first above written. 
  

							
	BORROWER:	 		 	SCHOOL SPECIALTY, INC. a Wisconsin corporation
				
		 		 	By:	 	/s/ David N. Vander Ploeg
		 		 	Name:	 	David N. Vander Ploeg
		 		 	Title:	 	EVP / CFO
			
	GUARANTORS:	 		 	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
		 		 	AMALGAMATED WIDGETS, INC., a Wisconsin 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 N. Vander Ploeg
		 		 	Name:	 	David N. Vander Ploeg
		 		 	Title:	 	EVP / CFO

 [SIGNATURE PAGES FOLLOW] 








							
	ADMINISTRATIVE AGENT	 		 	
	AND COLLATERAL AGENT:	 		 	
			
		 		 	BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent
				
		 		 	By:	 	/s/ J. Casey Cosgrove
		 		 	Name:	 	J. Casey Cosgrove
		 		 	Title:	 	Senior Vice President
			
	LENDERS:	 		 	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
				
		 		 	By:	 	/s/ J. Casey Cosgrove
		 		 	Name:	 	J. Casey Cosgrove
		 		 	Title:	 	Senior Vice President
			
		 		 	SUNTRUST BANK
				
		 		 	By:	 	/s/ David Fournier
		 		 	Name:	 	David Fournier
		 		 	Title:	 	Vice President
			
		 		 	HARRIS N.A.
				
		 		 	By:	 	 
		 		 	Name:	 	
		 		 	Title:	 	
			
		 		 	M&I MARSHALL & ILSLEY BANK
				
		 		 	By:	 	/s/ Leo D. Freeman
		 		 	Name:	 	Leo D. Freeman
		 		 	Title:	 	Senior Vice President
				
		 		 	By:	 	/s/ James R. Miller
		 		 	Name:	 	James R. Miller
		 		 	Title:	 	Senior Vice President
			
		 		 	JPMORGAN CHASE BANK, N.A.
				
		 		 	By:	 	/s/ Sabin A. Hashmy
		 		 	Name:	 	Sabin A. Hashmy
		 		 	Title:	 	Vice President
			
		 		 	RBS CITIZENS, N.A. as successor to CHARTER ONE BANK, N.A.
				
		 		 	By:	 	/s/ Brett Miller
		 		 	Name:	 	Brett Miller
		 		 	Title:	 	Vice President

 [SIGNATURE PAGES CONTINUE] 
  

 7 









							
		 		 	U.S. BANK NATIONAL ASSOCIATION
				
		 		 	By:	 	/s/ Caroline V. Krider
		 		 	Name:	 	Caroline V. Krider
		 		 	Title:	 	Vice President & Senior Lender
			
		 		 	ALLIED IRISH BANKS, P.L.C.
				
		 		 	By:	 	/s/ Joseph Augustini
		 		 	Name:	 	Joseph Augustini
		 		 	Title:	 	Senior Vice President
				
		 		 	By:	 	/s/ Edwin Holmes
		 		 	Name:	 	Edwin Holmes
		 		 	Title:	 	Assistant Vice President
			
		 		 	ASSOCIATED BANK, NATIONAL ASSOCIATION
				
		 		 	By:	 	/s/ James W. Engel
		 		 	Name:	 	James W. Engel
		 		 	Title:	 	Senior Vice President
			
		 		 	NATIONAL CITY BANK
				
		 		 	By:	 	/s/ Brandon S. Norder
		 		 	Name:	 	Brandon S. Norder
		 		 	Title:	 	Assistant Vice President
			
		 		 	FIFTH THIRD BANK
				
		 		 	By:	 	/s/ Neil G. Mesch
		 		 	Name:	 	Neil G. Mesch
		 		 	Title:	 	Vice President
			
		 		 	THE BANK OF NEW YORK
				
		 		 	By:	 	/s/ Reena A. Bhasin
		 		 	Name:	 	Reena A. Bhasin
		 		 	Title:	 	Vice President
			
		 		 	MB FINANCIAL BANK
				
		 		 	By:	 	/s/ Henry Wessel
		 		 	Name:	 	Henry Wessel
		 		 	Title:	 	Vice President

  

 8 








 SCHEDULE 1 
 Contributed Assets 
 1. All assets of the Borrower’s publishing division located at the Bentonville, Arkansas, Grand
Rapids, Michigan (excluding EPS inventory located at the Grand Rapids location) and Columbus, Ohio locations of the Borrower. 
 2. All purchase orders,
contract rights and accounts receivable of the Borrower’s publishing division. 
 3. The intellectual property assets set forth below: 
  

	
	 Domain Name

	 brighterchild

	 brighterchildbooks.com

	 brighterchildeducation.com

	 brighterchildkits.com

	 brighterchildonline.com

	 brighterchildproducts.com

	 childrens-publishing.com

	 christianinstructor.com

	 ellieismyname.com

	 frankschaffer.asia

	 frankschaffer.com

	 goodapple.com

	 graceonline.com

	 gracepubs.com

	 greatwave.com

	 homeworkhelpers.com

	 idealschoolsupply.com

	 instructionalfair.com

	 judyclock.com

	 judyinstructo.asia

	 judyinstructo.com

	 judyinstructo.com.cn

	 lessonplancompanion.com

	 noodlebug.com

	 onfileseries.com

	 on-fileseries.com

	 peterbedrick.com

	 spectrumseries.com

	 standardsmadeeasy.com

	 teachingstatestandards.com

	 textbookcorrelations.com

	 thetestingplace.com

	 totline.com

	 tsdenison.com










							
	 Country
 Client
	  	 Mark
  
 Class and Goods Description
	  	 Status
 App. No.
 App. Date
  
	  	 Reg. No.

Reg. Date

	 United States of America
 School Specialty, Inc.
	  	 ALPHABET EXPRESS
  
 16 Int.      wall charts for educational purposes 
	  	Registered	  	899,693
 29-Sep-1970

	 Canada
 School Specialty, Inc.
	  	 AMERICAN EDUCATION PUBLISHING
  
 00 GODFR      series of
educational books, series of educational children’s books
	  	Registered
 0870056
 23-Feb-1998
	  	550,722
 13-Sep-2001

	 United States of America
 School Specialty, Inc.
	  	 AMERICAN EDUCATION PUBLISHING
  
 16 Int.      series of educational children’s books
	  	Published
 77/491,164
 04-Jun-2008
	  	 
	 Canada
 School Specialty, Inc.
	  	 AMERICAN EDUCATION PUBLISHING & Design
  
 


  
 16 Int.      Series of
educational children’s books
	  	Pending
 1,422,255
 17-Dec-2008
	  	 
	 United States of America
 School Specialty, Inc.
	  	 AMERICAN EDUCATION PUBLISHING (Stylized)
  
 


  
 16 Int.      series of
educational children’s books
	  	Published
 77/494,985
 10-Jun-2008
	  	 
	 United States of America
 School Specialty, Inc.
	  	 BIG SKILLS FOR LITTLE HANDS
  
 16 Int.      printed materials,
namely, a series of children’s books, including workbooks
	  	Registered
 77/135,580
 20-Mar-2007
	  	3,463,454
 08-Jul-2008

	 United States of America
 School Specialty, Inc.
	  	 BRIGHTER CHILD
  
 09 Int.      computer software for educational purposes featuring interactive math, reading and
phonics
	  	Registered	  	2,102,495
 07-Oct-1997

	 United States of America
 School Specialty, Inc.
	  	 BRIGHTER CHILD
  
 16 Int.      educational books for children
	  	Registered	  	1,895,045
 23-May-1995

	 European Community
 School Specialty, Inc.
	  	 BRIGHTER CHILD & Device
  
 09 Int.      Computer software;
computer programmes; computer software for educational purposes, computers; 
	  	Registered
 4356151
 23-Mar-2005
	  	4356151
 23-Mar-2005










							
	 Country
 Client
	  	 Mark
  
 Class and Goods Description
	  	 Status
 App. No.
 App. Date
	  	 Reg. No.

Reg. Date

	 	  	 computer hardware and firmware; magnetic tapes, cards and discs, magnetic data carriers;
recording discs; parts and fittings for all the aforesaid goods; all for educational purposes.
 16 Int.
     Printed matter; books; magazines; printed publications; educational books for children; photographs; stationery; instructional and teaching material (except apparatus); all for educational purposes
	  	 	  	 
	 United States of America
 School Specialty, Inc.
	  	 BRIGHTER CHILD SERIES & Design
  
 


 16 Int.      educational books for children
	  	Registered	  	1,909,946
 08-Aug-1995

	 United States of America
 School Specialty, Inc.
	  	 BUILD-N-LEARN
  
 28 Int.      educational toys, namely building pieces of various shapes having slots on all sides for
building in all directions
	  	Registered	  	2,222,571
 09-Feb-1999

	 United States of America
 School Specialty, Inc.
	  	 CRAZY SLATE
  
 28 Int.      toys, namely, amusement devices for temporarily receiving written images and for erasing
such images
	  	Registered	  	2,116,986
 25-Nov-1997

	 United States of America
 School Specialty, Inc.
	  	 EASY GRIP PEGS
  
 28 Int.      toys and games, namely, manipulative, oversized, stackable, contoured pegs, which are
used to promote eye-to-hand coordination, motor skills, and color discrimination in small children
	  	Registered	  	2,372,456
 01-Aug-2000

	 United States of America
 School Specialty, Inc.
	  	 EXTREME READERS
  
 16 Int.      printed materials, namely, a series of children’s books
	  	Registered
 78/683,855
 02-Aug-2005
	  	3,117,124
 18-Jul-2006

	 United States of America
 School Specialty, Inc.
	  	 FRACTION BUILDER
  
 16 Int.      printed task cards used for teaching and learning mathematics
	  	Registered	  	1,824,391
 01-Mar-1994

	 United States of America
 School Specialty, Inc.
	  	 FRACTION STAX & Design
  
 


	  	Registered
 73/820,267
 21-Aug-1989
	  	1,604,588
 03-Jul-1990










							
	 Country
 Client
	  	 Mark
  
 Class and Goods Description
	  	 Status
 App. No.
 App. Date
	  	 Reg. No.

Reg. Date

	 	  	 16 Int.      printed instructional and
teaching materials, namely cards, wooden stocks and pegboards for developing mathematical skills, sold as a unit
 28 Int.      games and playthings, namely, wooden cards, pegboards and cards for developing mathematical skills, sold as a unit
	  	 	  	 
	 United States of America
 School Specialty, Inc.
	  	 FRANK SCHAFFER & Circle (Design Only)
  
 


  
 16 Int.
     children’s educational products, namely, a series of fiction and non-fiction books on a variety of topics, printed instructional, educational and teaching materials composed of text and/or pictorial representations
at pre-school and elementary educational level, magazines in the field of childhood education, stickers, posters, notepads, paper banners
 28 Int.      children’s educational products, namely, board games, jigsaw puzzles and manipulative puzzles, card games, dominoes, bingo cards and bingo game playing equipment

42 Int.      mail order catalogue services featuring children’s educational products, mail
order services featuring magazines in the field of childhood education
	  	Registered
 75/002,658
 06-Oct-1995
	  	2,135,186
 10-Feb-1998

	 United States of America
 School Specialty, Inc.
	  	 IN CELEBRATION & Design
  
 


  
 16 Int.
     educational products for religious market, namely, books, bookmarks, stickers, greeting cards, folders, note pads, and printed paper bulletin board cutouts and trimmings
 28 Int.      educational game in the nature of vinyl cutout characters and figures and cling-on story
boards sold as a unit
	  	Registered	  	2,205,989
 24-Nov-1998

	 United States of America
 School Specialty, Inc.
	  	IN CELEBRATION & Design	  	Registered	  	2,211,391
 15-Dec-1998










							
	Country Client	  	 Mark
  
 Class and Goods Description
	  	 Status
 App. No.
 App. Date
	  	 Reg. No.

Reg. Date

	 	  	 


  
 16 Int.
     educational products for religious market, namely, books, bookmarks, stickers, greeting cards, folders, note pads, and printed paper bulletin board cutouts and trimmings
 28 Int.      educational game in the nature of vinyl cutout characters and figures and cling-on story
boards sold as a unit
	  	 	  	 
	 United States of America
 School Specialty, Inc.
	  	 FRANK SCHAFFER PUBLICATIONS
  
 16 Int.      children’s
educational products, namely, a series of fiction and non-fiction books on a variety of topics, printed, instructional, educational and teaching materials composed of text and/or pictorial representations at pre-school and elementary education
levels, magazines in the field of childhood education, stickers, posters, notepads, paper banners
 28 Int.
     children’s educational products, namely, board games, jigsaw puzzles and manipulative puzzles, card, games, dominoes, bingo cards and bingo game playing equipment
 42 Int.      mail order catalogue services featuring children’s educational products, mail order
services featuring magazines in the field of childhood education
	  	Registered
 75/031,374
 03-Oct-1995
	  	2,136,550
 17-Feb-1998

	 United States of America
 School Specialty, Inc.
	  	 FSP
  
 16 Int.      children’s educational products, namely, a series of fiction and non-fiction books
on a variety of topics; printed instructional, educational and teaching materials composed of text and/or pictorial representations at pre-school and elementary school education levels
	  	Registered	  	2,281,881
 28-Sep-1999

	 United States of America
 School Specialty, Inc.
	  	 GIFTED & TALENTED
  

16 Int.      children’s activity and learning books
	  	Registered	  	1,944,317
 26-Dec-1995

	 United States of America
 School Specialty, Inc.
	  	 HOMEWORK HELPERS
  
 16 Int.      educational books on a variety of topics, geared to the nursery, pre-kindergarten, and
elementary levels
	  	Registered	  	1,888,442
 11-Apr-1995

	 United States of America
 School Specialty,
	  	IF & Design	  	Registered	  	953,663
 20-Feb-1973










							
	 Country
 Client
	  	 Mark
  
 Class and Goods Description
	  	 Status
 App. No.
 App. Date
	  	 Reg. No.

Reg. Date

	Inc.	  	 


  
 16 Int.
     books, pamphlets, brochures, periodicals and newsletters
	  	 	  	 
	 United States of America
 School Specialty, Inc.
	  	 JI & Design
  
 


  
 16 Int.
     instructional books, pamphlets, workbooks for children on a variety of topics, educational teaching aids, namely, printed alphabet cards, charts, flannel wall boards and flannel letters, numerals and figures therefor,
storybooks, transparency kits consisting of acetate sheets, mounting frames, pencils and felt tip pens, printed adhesive paper strips for teaching the alphabet and basic arithmetic functions, educational kits consisting of puzzles, booklets, paper
cut-outs, posters, flashcards, puppets, equipment used to play board games, and maps, and printed educational cards in various shapes and figure forms in a hanging display
 28 Int.      equipment sold as a unit for playing board games, activity kits comprising toy chalk
boards, toy magnetic figures and shapes for use therewith, and numerical and alphabetical and wooden puzzles
	  	Registered	  	1,391,553
 29-Apr-1986

	 United States of America
 School Specialty, Inc.
	  	 JUDY
  
 28 Int.      educational toys and visual aids, puzzles, and equipment sold as a unit for playing board
type games
	  	Registered	  	708,362
 13-Dec-1960

	 United States of America
 School Specialty, Inc.
	  	 JUDY/INSTRUCTO
  
 16 Int.      educational kits consisting of puzzles, booklets, paper cut-outs, posters, flashcards,
puppets, equipment used to play board games, maps, and printed educational cards in various shapes and figure forms on a hanging display
 28 Int.      equipment sold as a unit for playing board games, activity kits comprising toy chalk boards, toy 
	  	Registered	  	1,378,066
 14-Jan-1986










							
	 Country
 Client
	  	 Mark
  
 Class and Goods Description
	  	 Status
 App. No.
 App. Date
	  	 Reg. No.

Reg. Date

	 	  	 magnetic figures and shapes for use therewith, numerical and alphabetical and wooden puzzles
	  	 	  	 
	 United States of America
 School Specialty, Inc.
	  	 JUGGLER Design
  
 


  
 16 Int.
     printed products for educational purposes consisting of paper and cardboard cut-outs, paper, cellophane, and cardboard decorations for bulletin boards and blackboards, children’s educational books for teaching
science, math, language arts and time and money, workbooks directed to teaching manuals in the area of science, math, language arts and time and money, charts, posters, educational kits, namely word and picture cards for memory retention, library
and paper supplies in the form of catalog cards, ledger dictionary stands, word and picture cards for color recognition, reading expansion, visual perception and like and chalkboards
 28 Int.      puzzles, games utilizing plastic beads, cubes, pegs and blocks as educational
manipulatives, balance disks consisting of wooden disks placed on bases that permit the boards to rock and children’s peg board games
 35 Int.      mail order catalog services featuring educational products
	  	Registered	  	2,391,307
 03-Oct-2000

	 United States of America
 School Specialty, Inc.
	  	 LIGHTNING READERS
  
 16 Int.      printed materials, namely series of children’s fiction books
	  	Registered
 78/486,437
 20-Sep-2004
	  	3,069,394
 14-Mar-2006

	 United States of America
 School Specialty, Inc.
	  	 MATH 2 MASTER
  
 16 Int.      printed educational materials, namely, books featuring mathematics
	  	Registered
 78/439,358
 22-Jun-2004
	  	3,036,804
 27-Dec-2005

	 United States of America
 School Specialty, Inc.
	  	 MILESTONE
  
 16 Int.      educational books on the subjects of reading, language arts, social studies, life skills,
math science for students in the middle school levels and higher, and printed materials, namely workbooks and catalogs featuring books and workbooks on the subjects of reading, language arts, social studies, life skills, math and science for
students in the middle school levels and higher
	  	Registered
 78/404,226
 19-Apr-2004
	  	3,091,153
 09-May-2006










							
	 Country
 Client
	  	 Mark
  
 Class and Goods Description
	  	 Status
 App. No.
 App. Date
	  	 Reg. No.

Reg. Date

	 United States of America
 School Specialty, Inc.
	  	 PEG-IT
  
 28 Int.      manipulative toy peg boards designed to promote motor skills and coordination in children

	  	Registered	  	2,401,523
 07-Nov-2000

	 United States of America
 School Specialty, Inc.
	  	 POCKET CHANGE
  
 16 Int.      printed educational materials, namely, printed cards and activity guides for use in
developing children’s money skills
 28 Int.      game package used for educational
purposes comprised of cards, plastic coins, spinner and activity guides all sold as a unit for use in developing children’s money skills
	  	Registered	  	2,632,544
 08-Oct-2002

	 United States of America
 School Specialty, Inc.
	  	 SPECTRUM STARBURST Design
  
 


  
 16 Int.
     printed materials, namely children’s books, workbooks, teachers’ guides in the field of mathematics, reading comprehension, vocabulary, spelling, phonics, writing, test practice and preparation, geography,
language arts and science
	  	Registered
 78/899,037
 02-Jun-2006
	  	3,374,252
 22-Jan-2008

	 United States of America
 School Specialty, Inc.
	  	 SPOT THE CLOCK
  
 16 Int.      printed educational materials, namely, printed cards and activity guides for use in
developing children’s time telling skills
 28 Int.      game package used for
educational purposes comprised of cards, spinners and activity guides all sold as a unit for use in developing children’s time telling skills
	  	Registered	  	2,610,356
 20-Aug-2002

	 United States of America
 School Specialty, Inc.
	  	 SUN & BEARS Design
  




  
 16 Int.
     printed publications, namely, educational activity and story books for children aged two to six; educational activity and story books for parents and teachers of children aged two to six
	  	Registered	  	2,148,667
 07-Apr-1998










							
	 Country
 Client
	  	 Mark
  
 Class and Goods Description
	  	 Status
 App. No.
 App. Date
	  	 Reg. No.

Reg. Date

	 United States of America
 School Specialty, Inc.
	  	 THEME-A-SAURUS
  
 16 Int.      publications, namely, books, containing children’s teaching themes
	  	Registered	  	1,658,192
 24-Sep-1991

	 United States of America
 School Specialty, Inc.
	  	 TOTLINE
  
 16 Int.      printed publications, namely books and newsletters containing material for working with
young children
	  	Registered
 73/683,051
 08-Sep-1987
	  	1,490,156
 31-May-1988