FIFTH AMENDMENT

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.

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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/ 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:		BANK OF AMERICA, N.A., as Administrative Agent
		By:		/s/ Anthea Del Xxxxxx
		Name:		Anthea Del Xxxxxx
		Title:		Vice President
LENDER:		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
		U.S. BANK NATIONAL ASSOCIATION
		By:		/s/ Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Senior Vice President
		LASALLE BANK, NATIONAL ASSOCIATION
		By:		/s/ Xxx X. Xxxxxx
		Name:		Xxx X. Xxxxxx
		Title:		Senior Vice President & Senior Regional Advisor
		M&I XXXXXXXX & ILSLEY BANK
		By:		/s/ Xxx X. Xxxxxxx
		Name:		Xxx X. Xxxxxxx
		Title:		Vice President
		JPMORGAN CHASE BANK, N.A.
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President
		XXXXXX X.X.
		By:		/s/ Xxxxxx X. Xxxx
		Name:		Xxxxxx X. Xxxx
		Title:		Vice President
		NATIONAL CITY BANK OF THE MIDWEST
		(f.k.a. National City Bank of Michigan/Illinois)
		By:		/s/ Xxxxxxx Xxxxxxxxx
		Name:		Xxxxxxx Xxxxxxxxx
		Title:		Vice President

[Signature Pages Continue]

		ASSOCIATED BANK, N.A.
		By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President
		THE BANK OF NEW YORK
		By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Vice President
		UNION BANK OF CALIFORNIA, N.A.
		By:		/s/ Xxxxxxx Xxxxxxxx
		Name:		Xxxxxxx Xxxxxxxx
		Title:		Assistant Vice President
		ST. XXXXXXX BANK
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President
		BANK OF SCOTLAND
		By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Assistant Vice President