CONSENT

Exhibit 4.1

CONSENT

THIS CONSENT (this “Consent”) dated as of June 5, 2006, 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 $350 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 February 1, 2006 by and among the Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent; and

WHEREAS, the Borrower has requested a consent under the Credit Agreement and the Required Lenders have consented 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 hereby agree that for purposes of calculating the financial covenants in Section 8.11 and determining the Applicable Rate, commencing with the fiscal quarter ended on or about April 29, 2006, “Consolidated EBITDA” shall be increased by up to $5.6 million in costs actually incurred by the Borrower and its Subsidiaries in its second, third and fourth fiscal quarters of 2006 related to the integration of the acquired operations of Delta Education LLC

3. Conditions Precedent. This Consent shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of this Consent executed by the Borrower, the Guarantors and the Required 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. Reaffirmation of Representations and Warranties. Each Loan Party represents and warrants that 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 Consent 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 Consent, (ii) affirms all of its obligations under the Loan Documents and

(iii) agrees that this Consent 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 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.

9. 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]

2

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

BORROWER:		SCHOOL SPECIALTY, INC. a Wisconsin corporation
		By:		/s/ Xxxx X. Xxxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxxx
		Title:		Chief Financial Officer
GUARANTORS:		CHILDCRAFT EDUCATION CORP., a New York corporation XXXXXXXXXXXXXXX.XXX, 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 XXXX 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/ Xxxx X. Xxxxxxxxxx
		Name:		Xxxx X. Xxxxxxxxxx
		Title:		Treasurer

[SIGNATURE PAGES CONTINUE]

ADMINISTRATIVE AGENT

AND COLLATERAL AGENT:

		BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent
		By:		/s/ Anthea Del Xxxxxx
		Name:		Anthea Del Xxxxxx
		Title:		Vice President
LENDERS:		BANK OF AMERICA, N.A., AS A LENDER, L/C ISSUER AND SWING LINE LENDER
		By:		/s/ J. Xxxxx Xxxxxxxx
		Name:		J. Xxxxx Xxxxxxxx
		Title:		Vice President
		SUNTRUST BANK
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Director
		XXXXXX X.X.
		By:		/s/ Xxxxxx X. Xxxx
		Name:		Xxxxxx X. Xxxx
		Title:		Vice President
		M&I XXXXXXXX & XXXXXX BANK
		By:		/s/ Xxx X. Xxxxxxx
		Name:		Xxx X. Xxxxxxx
		Title:		Vice President
		JPMORGAN CHASE BANK, N.A.
		By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Vice President
		CHARTER ONE BANK, N.A.
		By:		/s/ Xxxx Xxx Xxxxx
		Name:		Xxxx Xxx Xxxxx
		Title:		Vice President

[SIGNATURE PAGES CONTINUE]

		U.S. BANK NATIONAL ASSOCIATION
		By:		/s/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		Title:		Vice President
		ALLIED IRISH BANKS, P.L.C.
		By:		/s/ Xxxxxx X’Xxxxxxx
		Name:		Xxxxxx X’Xxxxxxx
		Title:		Vice President
		ALLIED IRISH BANKS, P.L.C.
		By:		/s/ Xxxxxxxx Xxxxxxx
		Name:		Xxxxxxxx Xxxxxxx
		Title:		Senior Vice President
		ASSOCIATED BANK, NATIONAL ASSOCIATION
		By:		/s/ Xxxxxxx X. Xxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxx
		Title:		Vice President
		ST. XXXXXXX BANK
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President
		FIFTH THIRD BANK
		By:		/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		Vice President
		THE BANK OF NEW YORK
		By:
		Name:
		Title:
		OAK BROOK BANK
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President