AMENDMENT NO. 3 TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT

Exhibit 10.32

AMENDMENT NO. 3 TO

DEBTOR-IN-POSSESSION CREDIT AGREEMENT

This AMENDMENT NO. 3 TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Amendment”) is entered into as of April 23, 2013, by and among ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), SCHOOL SPECIALTY, INC., a Wisconsin corporation (“Parent”), ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, LLC, a Delaware limited liability company (“ClassroomDirect”), SPORTIME, LLC, a Delaware limited liability company (“Sportime”), DELTA EDUCATION, LLC, a Delaware limited liability company (“Delta Education”), PREMIER AGENDAS, INC., a Washington corporation (“Premier Agendas”), CHILDCRAFT EDUCATION CORP., a New York corporation (“Childcraft”), BIRD-IN-HAND WOODWORKS, INC., a New Jersey corporation (“Bird-In-Hand”), and CALIFONE INTERNATIONAL, INC., a Delaware corporation (“Califone”; Parent, ClassroomDirect, Sportime, Delta Education, Premier Agendas, Childcraft, Bird-In-Hand and Califone are collectively “Borrowers” and each a “Borrower”).

R E C I T A L S:

WHEREAS, on January 28, 2013 (the “Filing Date”), Borrowers and Guarantors (other than Select Agendas, Corp.) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (as hereinafter defined) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);

WHEREAS, Agent and Borrowers have entered into certain financing arrangements pursuant to that certain Debtor-in-Possession Credit Agreement, dated as of January 31, 2013 by and among Borrowers, the financial institutions from time to time party thereto (collectively, the “Lenders” and each a “Lender”) and Agent (as amended by that certain Amendment No. 1 to Debtor-in-Possession Credit Agreement, dated as of February 27, 2013 and that certain Amendment No. 2 to Debtor-in-Possession Credit Agreement, dated as of April 12, 2013, and as further amended hereby, and as the same may have heretofore been or may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced (the “Credit Agreement”));

WHEREAS, Borrowers have entered into that certain Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of February 27, 2013 (as amended by that certain Amendment No. 1 to Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of April 11, 2013, and that certain Amendment No. 2 to Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of May 3, 2013 (the “Bondholder Amendment”) among Borrowers, Select Agendas, Corp., ▇▇▇▇ Scientific, Inc., Sax Arts & Crafts, Inc., U.S. Bank National Association, and the lenders from time to time party thereto; and

WHEREAS, Borrower has requested that Agent and Lenders agree to amend the Credit Agreement in certain respects as more fully described herein, and Agent and Lenders are willing to do so on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and the respective agreements, warranties and covenants contained herein, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

1.1. Interpretation. All capitalized terms used herein (including the recitals hereto) shall have the respective meanings ascribed thereto in the Credit Agreement unless otherwise defined herein.

SECTION 2. ACKNOWLEDGMENTS

2.1. Binding Effect of Documents. Each Borrower hereby acknowledges, confirms and agrees that: (a) each of the Credit Agreement, Existing Loan Agreement, the Loan Documents and Existing Loan Documents to which it is a party has been duly executed and delivered to Agent by such Borrower, and each is and shall remain in full force and effect as of the date hereof except as modified pursuant hereto, (b) the agreements and obligations of such Borrower contained in such documents and in this Agreement constitute the legal, valid and binding Obligations of such Borrower, enforceable against it in accordance with their respective terms, and such Borrower has no valid defense to the enforcement of such Obligations, and (c) Agent and Lenders are and shall be entitled to the rights, remedies and benefits provided for under the Credit Agreement, the Existing Loan Agreement, the Loan Documents and the Existing Loan Documents and applicable law.

SECTION 3. AMENDMENTS

In reliance upon the representations and warranties of the Loan Parties set forth in Section 4 below and subject to the conditions to effectiveness set forth in Section 5 below, effective as of the date hereof, the Credit Agreement is hereby amended as follows:

(a) The last paragraph of Section 2.1(a) of the Credit Agreement is hereby amended by adding the following sentence to the end thereof:

“Until such time that Borrowers have delivered the Exit Financing Commitment Letters to Agent, the Revolver Usage may not exceed $55,000,000 (or such greater amount as may be agreed to by all Lenders in writing).

Subject to the conditions set forth in this Agreement and other Loan Documents, from and after June 3, 2013 until and including June 7, 2013, Borrowers may continue to request Revolving Loans from Lenders (provided that the Revolver Usage may not exceed $68,000,000 limit set forth in the Budget during such time) if, on or before any requests for Revolving Loans are made, on June 3, 2013:

(a) the Exit Financing Commitment Letter(s) remain in full force and effect and the Bondholder DIP Credit Agreement (as amended by that certain Amendment No. 2 to Senior Secured Super Priority Debtor-in-Possession Credit Agreement, dated as of May 3, 2013) remains in full force and effect,

(b) all conditions precedent to the occurrence of the Effective Date (as defined in the Plan) have been satisfied or waived other than (i) the mere passage of time for the Confirmation Order (as defined in and required under the Plan) to have become a Final Order (as defined in and required under the Plan) and (ii) the closing of the Exit Facilities (as defined in the Plan and as contemplated by Section VIII.B.(6) of the Plan),

(c) Borrowers deliver to Agent a certification in form and substance reasonably satisfactory to Co-Collateral Agents that (i) the credit agreement evidencing the ABL Exit Facility, the credit agreement evidencing the Term Loan Exit Facility, and the intercreditor agreement among the lenders for such facilities are each in substantially final form, and (ii) in Borrowers’ good faith determination after diligent inquiry, Borrowers have no knowledge or any reason to expect that any conditions to closing and funding of the initial loans under the Exit Facilities cannot or will not be satisfied or waived on or before June 7, 2013, and

(d) as of May 31, 2013 and projected as of June 7, 2013, in each case based upon the pro forma borrowing base certificates prepared by Borrowers in good faith and in accordance with the proposed terms under the ABL Exit Facility and otherwise in form and substance reasonably acceptable to the Co-Collateral Agents, Borrowers will have sufficient availability under the ABL Exit Facility to meet the closing date availability requirement thereunder and to otherwise be in compliance with Section 8.12(s) of this Agreement based upon the financing contemplated by the Exit Financing Commitment Letters;

provided, further, that if Borrowers are unable to satisfy any of the conditions set forth in subclauses (a) through (d), then from and after June 3, 2013 until and including June 7, 2013, Borrowers may request Revolving Loans but the Revolver Usage at any time may not exceed the permitted Revolver Usage as of the close of business May 31, 2013 unless otherwise agreed to by all Lenders in writing.”

(b) Exhibit B-3 to the Credit Agreement is hereby supplemented by Exhibit A to this Agreement and has been consented to by each Lender, as contemplated by the definition of “Budget” in Schedule 1.1 of the Credit Agreement.

(c) The definition of Exit Financing Commitment Letter(s) in Schedule 1.1 of the Credit Agreement is hereby amended by replacing the reference to “May 31, 2013” with “June 7, 2013”.

(d) Schedule 5.16 to the Credit Agreement is hereby amended and replaced with Exhibit B to this Agreement.

SECTION 4. REPRESENTATIONS AND WARRANTIES

Each Borrower hereby represents, warrants and covenants as follows:

4.1. Representations in the Credit Agreement and the Loan Documents. The representations and warranties set forth in the Credit Agreement, as amended hereby, and in the other Loan Documents, as amended to date, are true and correct in all material respects as of the date hereof, with the same effect as though made on the date hereof (except to the extent such representations and warranties (i) expressly refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (ii) are already qualified by materiality, material adverse effect, or words of like effect, in which case such representations and warranties shall be true in all respects).

4.2. Binding Effect of Documents. This Agreement has been duly authorized, executed and delivered to Agent and Lenders by each Borrower, is enforceable in accordance with its terms and is in full force and effect.

4.3. No Conflict. The execution, delivery and performance of this Agreement by each Borrower will not violate any requirement of law or contractual obligation of any Borrower and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues.

4.4. Defaults. No Default or Event of Default has occurred and is continuing.

SECTION 5. CONDITIONS TO EFFECTIVENESS

The effectiveness of this Agreement is subject to the consummation of each of the following conditions, each in form and substance satisfactory to Agent:

(a) an original of this Agreement, duly authorized, executed and delivered by each Borrower;

(b) an original of the Consent and Reaffirmation as attached at Exhibit B, duly authorized, executed and delivered by each Guarantor;

(c) Borrowers’ filing of motion (at Agent’s request) and subsequent entry of an order of the Bankruptcy Court, each in form and substance reasonably satisfactory to Agent, authorizing this Agreement and the Consent and Reaffirmation to be executed by and binding upon Borrowers and each Guarantor, which condition may be waived by Agent in its sole discretion;

(d) Borrowers shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement, the Credit Agreement, the Existing Loan Agreement, the other Loan Documents and the Existing Loan Documents;

(e) Borrowers shall provide to Agent’s financial advisor and counsel (subject to the condition of no further distribution beyond professionals) copies of each final proposal letter received by Borrowers to date from any potential exit lender with whom they are negotiating proposed chapter 11 exit financing, redacted for names and other confidential information; and

(f) Agent shall have received a fully executed copy of the Bondholder Amendment making a corresponding change to Schedule 5.18 of the Bondholder DIP Credit Agreement.

SECTION 6. MISCELLANEOUS

6.1. Amendment Fee. In consideration for the amendments to the Credit Agreement set forth herein, Borrowers shall pay to Agent, for the ratable benefit of each Lender, an amendment fee of $300,000, which fee is deemed to be fully earned as of the date hereof and $100,000 of which is due and payable on May 7, 2013 and $200,000 of which is due and payable upon the execution and delivery of this Agreement by each of the parties listed on the signature pages hereto.

6.2. Continuing Effect of Credit Agreement. Except as modified pursuant hereto, no other changes or modifications to the Credit Agreement and the Loan Documents are intended or implied by this Agreement and in all other respects the Credit Agreement and the Loan Documents hereby are ratified, restated and confirmed by all parties hereto as of the effective date hereof. To the extent of conflict between the terms of this Agreement, the Credit Agreement and the Loan Documents, the terms of this Agreement shall govern and control. The Credit Agreement and this Agreement shall be read and construed as one agreement.

6.3. Exit Financing. Borrowers shall promptly provide to Agent’s financial advisor and counsel (subject to the condition of no further distribution beyond professionals) copies of the following documents, redacted for names and other confidential information except as set forth below: (i) each final proposal letter received by Borrowers on or after the date hereof from any potential exit lender (except for any proposal letter that Borrowers have rejected or deemed unsatisfactory), (ii) on and after May 3, 2013, the then current draft of commitment letters received by Borrowers from all lenders, including the total amount of the facilities, the borrowing base, the advance rate formulae (if any) and any conditions to closing, and (iii) after May 3, 2013, all amendments and modifications to such proposed commitment letters.

6.4. Costs and Expenses. Each Borrower absolutely and unconditionally agrees to pay to Agent, on demand by Agent at any time, whether or not all or any of the transactions contemplated by this Agreement are consummated: all fees and disbursements of any counsel to Agent in connection with the preparation, negotiation, execution or delivery of this Agreement and any agreements contemplated hereby and expenses which shall at any time be incurred or sustained by Agent, any Lender, any participant of any Lender or any of their respective directors, officers, employees or agents as a consequence of or in any way in connection with the preparation, negotiation, execution, or delivery of this Agreement and any agreements contemplated hereby, in each case to the extent such expenses constitute Lender Group Expenses required to be paid under the Credit Agreement.

6.5. Further Assurances. At Borrowers’ expense, the parties hereto shall execute and deliver such additional documents and take such further action as may be necessary or desirable to effectuate the provisions and purposes of this Agreement.

6.6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

6.7. Survival of Representations, Warranties and Covenants. All representations, warranties, covenants and releases of each Borrower made in this Agreement or any other document furnished in connection with this Agreement shall survive the execution and delivery of this Agreement, and no investigation by Agent or any Lender, or any closing, shall affect the representations and warranties or the right of Agent and Lenders to rely upon them.

6.8. Severability. Any provision of this Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement.

6.9. Reviewed by Attorneys. Each Borrower represents and warrants to Agent and Lenders that it (a) understands fully the terms of this Agreement and the consequences of the execution and delivery of this Agreement, (b) has been afforded an opportunity to discuss this Agreement with, and have this Agreement reviewed by, such attorneys and other persons as such Borrower may wish, and (c) has entered into this Agreement and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person. The parties hereto acknowledge and agree that neither this Agreement nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Agreement and the other documents executed pursuant hereto or in connection herewith.

6.10. Disgorgement. If Agent or any Lender is, for any reason, compelled by a court or other tribunal of competent jurisdiction to surrender or disgorge any payment, interest or other consideration described hereunder to any person because the same is determined to be void or voidable as a preference, fraudulent conveyance, impermissible set-off or for any other reason, such indebtedness or part thereof intended to be satisfied by virtue of such payment, interest or other consideration shall be revived and continue as if such payment, interest or other consideration had not been received by Agent or such Lender, and the Borrowers shall be liable to, and shall indemnify, defend and hold Agent or such Lender harmless for, the amount of such payment or interest surrendered or disgorged. The provisions of this Section 6.10 shall survive execution and delivery of this Agreement and the documents, agreements and instruments to be executed or delivered herewith.

6.11. Relationship. Each Borrower agrees that the relationship between Agent and such Borrower and between each Lender and Borrower is that of creditor and debtor and not that of partners or joint venturers. This Agreement does not constitute a partnership agreement, or any other association between Agent and any Borrower or between any Lender and any Borrower. Each Borrower acknowledges that Agent and each Lender has acted at all times only as a creditor to such Borrower within the normal and usual scope of the activities normally undertaken by a

creditor and in no event has Agent or any Lender attempted to exercise any control over such Borrower or its business or affairs. Each Borrower further acknowledges that Agent and each Lender has not taken or failed to take any action under or in connection with its respective rights under the Credit Agreement and the Loan Documents that in any way or to any extent has interfered with or adversely affects such Borrower’s ownership of Collateral.

6.12. Governing Law. THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

6.13. Reference to Credit Agreement. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Credit Agreement or in any other Loan Documents, or other agreements, documents or other instruments executed and delivered pursuant to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this Agreement.

6.14. Counterparts. This Agreement may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Execution and delivery of an executed counterpart of this Agreement by facsimile, “pdf” or other electronic transmission shall be equally effective as the delivery of a manually executed original of this Agreement.

[signatures on following page]

IN WITNESS WHEREOF, this Agreement is executed and delivered as of the date first above written.


BORROWERS:	SCHOOL SPECIALTY, INC., a Wisconsin corporation

	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:	President

	▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, LLC, a Delaware limited liability company

	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:	President

	SPORTIME, LLC, a Delaware limited liability company

	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:	President

	DELTA EDUCATION, LLC, a Delaware limited liability company

	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:	President

Signature Page to Amendment No. 3 to Debtor-in-Possession Credit Agreement


PREMIER AGENDAS, INC., a Washington corporation

By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:		Executive Vice President


CHILDCRAFT EDUCATION CORP., a New York corporation

By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:		President


BIRD-IN-HAND WOODWORKS, INC., a New Jersey corporation

By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:		President


CALIFONE INTERNATIONAL, INC., a Delaware corporation

By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:		Executive Vice President