Amended and Restated Credit Agreement



 EXHIBIT 4.6 
  

FIFTH AMENDMENT 
  
 THIS FIFTH AMENDMENT (this “Amendment”) dated as of October 25, 2005, 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., as Administrative Agent.

  
 W I T N E S S E T H 
  
 WHEREAS, a $250 million credit facility has been extended to the Borrower
pursuant to the Amended and Restated Credit Agreement (as amended, modified, supplemented and extended, the “Credit Agreement”) dated as of April 11, 2003 by and among the Borrower, the Guarantors identified therein, the
Lenders identified therein and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer; and 
  
 WHEREAS, the Borrower has requested certain modifications to the Credit Agreement and the Lenders have consented to the requested modifications 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.	Amendments. 

  

	 	2.1	Section 2.03(a)(ii)(C) of the Credit Agreement is amended to read as follows. 

  
 the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the L/C
Issuer has approved such expiry date; 
  

	 	2.2	The first sentence of Section 2.03(g) of the Credit Agreement is amended to read as follows: 

  
 If, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or
wholly undrawn, the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration
Date, as the case may be). 
  
 3. Conditions Precedent.
This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors and the Lenders. 
  
 4. No Other Changes. Except as expressly modified hereby, all of the
terms and provisions of the Loan Documents shall remain in full force and effect. 







 5. Amendment is a “Loan Document”; Reaffirmation of Representations and Warranties. This
Amendment is a Loan Document. Each Loan Party represents and warrants that, immediately prior to and immediately after giving effect to this Amendment, each representation and warranty set forth in the Loan Documents is true and correct in all
material respects as of the date hereof (except those that expressly relate to an earlier period). 
  
 6. Reaffirmation of Security Interests. Each Loan Party (i) affirms that each of the Liens granted in or pursuant to the Loan Documents are
valid and subsisting and (ii) agrees that this Amendment shall in no manner impair or otherwise adversely effect any of the Liens granted in or pursuant to the Loan Documents. 
  
 7. Reaffirmation of Guaranty. Each of the Guarantors (i) acknowledges and consents to all of the terms and
conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Guarantor’s
obligations under the Loan Documents. 
  
 8. Counterparts.
This Amendment 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 Amendment to produce or account for more than one such
counterpart. 
  
 9. Governing Law. This Amendment 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. 
  
 [Remainder of Page Intentionally Left Blank] 
  

 2 








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

					
	BORROWER:	  	SCHOOL SPECIALTY, INC. a Wisconsin corporation
			
	 	  	By:	  	 /s/ Mary M. Kabacinski


	 	  	Name:	  	Mary M. Kabacinski
	 	  	Title:	  	Chief Financial Officer
		
	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
	 	  	GLOBAL VIDEO, LLC, a Wisconsin 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/ Mary M. Kabacinski


	 	  	Name:	  	Mary M. Kabacinski
	 	  	Title:	  	Treasurer

  
 [Signature Pages
Continue] 








					
	ADMINISTRATIVE	  	 
	AGENT:	  	BANK OF AMERICA, N.A., as Administrative Agent
			
	 	  	By:	  	 /s/ Anthea Del Bianco


	 	  	Name:	  	Anthea Del Bianco
	 	  	Title:	  	Vice President
		
	LENDER:	  	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:	  	Vice President
		
	 	  	U.S. BANK NATIONAL ASSOCIATION
			
	 	  	By:	  	 /s/ Karen Weathers


	 	  	Name:	  	Karen Weathers
	 	  	Title:	  	Senior Vice President
		
	 	  	LASALLE BANK, NATIONAL ASSOCIATION
			
	 	  	By:	  	 /s/ Lou D. Banach


	 	  	Name:	  	Lou D. Banach
	 	  	Title:	  	Senior Vice President & Senior Regional Advisor
		
	 	  	M&I MARSHALL & ILSLEY BANK
			
	 	  	By:	  	 /s/ Leo D. Freeman


	 	  	Name:	  	Leo D. Freeman
	 	  	Title:	  	Vice President
		
	 	  	JPMORGAN CHASE BANK, N.A.
			
	 	  	By:	  	 /s/ Sabir Hashmy


	 	  	Name:	  	Sabir Hashmy
	 	  	Title:	  	Vice President
		
	 	  	HARRIS N.A.
			
	 	  	By:	  	 /s/ Ronald V. Redd


	 	  	Name:	  	Ronald V. Redd
	 	  	Title:	  	Vice President
		
	 	  	NATIONAL CITY BANK OF THE MIDWEST
	 	  	(f.k.a. National City Bank of Michigan/Illinois)
			
	 	  	By:	  	 /s/ Tiffany Cozzolino


	 	  	Name:	  	Tiffany Cozzolino
	 	  	Title:	  	Vice President

  
 [Signature Pages
Continue] 








					
	 	 	ASSOCIATED BANK, N.A.
			
	 	 	By:	  	 /s/ Thomas M. Toerpe


	 	 	Name:	  	Thomas M. Toerpe
	 	 	Title:	  	Vice President
		
	 	 	THE BANK OF NEW YORK
			
	 	 	By:	  	 /s/ Mark Wrigley


	 	 	Name:	  	Mark Wrigley
	 	 	Title:	  	Vice President
		
	 	 	UNION BANK OF CALIFORNIA, N.A.
			
	 	 	By:	  	 /s/ Matthew Krajniak


	 	 	Name:	  	Matthew Krajniak
	 	 	Title:	  	Assistant Vice President
		
	 	 	ST. FRANCIS BANK
			
	 	 	By:	  	 /s/ Paul W. Jelacic


	 	 	Name:	  	Paul W. Jelacic
	 	 	Title:	  	Vice President
		
	 	 	BANK OF SCOTLAND
			
	 	 	By:	  	 /s/ Karen Weich


	 	 	Name:	  	Karen Weich
	 	 	Title:	  	Assistant Vice President