EXHIBIT 4.7



SECOND AMENDMENT



THIS SECOND AMENDMENT (this Amendment) dated as of May 27, 2004, to the Credit Agreement referenced below, is by and among SCHOOL
SPECIALTY, INC., a Wisconsin corporation (the Borrower), the Subsidiaries of the Borrower identified as Guarantors on the signature pages hereto, the Lenders identified herein, and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.



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 terms of that 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;



WHEREAS, the Borrower has requested certain modifications to the Credit Agreement; and



WHEREAS, the Required 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. Amendments. The Credit Agreement is amended in the following respects, in each case effective as of April 25, 2004:



(a) In Section 7.02(c) of the Credit Agreement, the phrase prior to
the end of each fiscal year is amended to read within three (3) Business Days after the first quarterly board of directors meeting of each fiscal year (but in any event by no later than June 30 of each year).



(b) In Section 7.02(d) of the Credit Agreement, the phrase within 30
days after the end of each fiscal year is amended to read within three (3) Business Days after the first quarterly board of directors meeting of each fiscal year (but in any event by no later than June 30 of each year).



2. Conditions Precedent. This Amendment shall be effective as of
the date set forth above upon execution of this Amendment by the Loan Parties and the Required Lenders.



3. 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.



4. Reaffirmation of Liens. 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.



5. 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



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(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 Credit Agreement or the other Loan Documents.



6. 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.



7. 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 New York.



[Remainder of Page Intentionally Left Blank]



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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this 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                        
|            |  |                                               
|            |  | By:                                            |  | /s/ Mary M. Kabacinski 
|            |  | Name:                                          |  | Mary M. Kabacinski     
|            |  | Title:                                         |  | Treasurer              



[Signature Pages Continue]



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|                      |  |                                               |  |                                   
|--------------------- |  | --------------------------------------------- |  | ----------------------------------
|ADMINISTRATIVE AGENT: |  | BANK OF AMERICA, N.A.,                       
|                      |  | as Administrative Agent                      
|                      |  |                                              
|                      |  | By:                                           |  | /s/ Casey Cosgrove                
|                      |  | Name:                                         |  | Casey Cosgrove                    
|                      |  | Title:                                        |  | Vice President                    
|                      | 
|LENDER:               |  | BANK OF AMERICA, N.A.,                       
|                      |  | as a Lender, L/C Issuer and Swing Line Lender
|                      |  |                                              
|                      |  | By:                                           |  | /s/ Casey Cosgrove                
|                      |  | Name:                                         |  | Casey Cosgrove                    
|                      |  | Title:                                        |  | Vice President                    
|                      | 
|                      |  | U.S. BANK NATIONAL ASSOCIATION               
|                      |  |                                              
|                      |  | By:                                           |  | /s/ Karen Weathers                
|                      |  | Name:                                         |  | Karen Weathers                    
|                      |  | Title:                                        |  | Vice President                    
|                      | 
|                      |  | LASALLE BANK, NATIONAL ASSOCIATION           
|                      |  |                                              
|                      |  | By:                                           |  | /s/ Jon R. Huitink                
|                      |  | Name:                                         |  | Jon R. Huitink                    
|                      |  | Title:                                        |  | Assistant Vice President          
|                      | 
|                      |  | M&I MARSHALL & ILSLEY BANK                   
|                      |  |                                              
|                      |  | By:                                           |  | /s/ Leo D. Freeman                
|                      |  | Name:                                         |  | Leo D. Freeman                    
|                      |  | Title:                                        |  | Vice President                    
|                      | 
|                      |  | BANK ONE, NA                                 
|                      |  |                                              
|                      |  | By:                                           |  | /s/ Anthony F. Maggiore           
|                      |  | Name:                                         |  | Anthony F. Maggiore               
|                      |  | Title:                                        |  | Managing Director, Capital Markets
|                      | 
|                      |  | HARRIS TRUST & SAVINGS BANK                  
|                      |  |                                              
|                      |  | By:                                           |  | /s/ Ronald V. Webb                
|                      |  | Name:                                         |  | Ronald V. Webb                    
|                      |  | Title:                                        |  | Vice President                    
|                      | 
|                      |  | NATIONAL CITY BANK OF MICHIGAN/ILLINOIS      
|                      |  |                                              
|                      |  | By:                                           |  | /s/ Tiffany Cozzolino             
|                      |  | Name:                                         |  | Tiffany Cozzolino                 
|                      |  | Title:                                        |  | Vice President                    



[Signature Pages
Continue]





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ASSOCIATED BANK, N.A.By:

/s/ Stephen E. PasowiczName:

Stephen E. PasowiczTitle:

Vice President, Corporate BankingTHE BANK OF NEW YORKBy:

/s/ Mark WrigleyName:

Mark WrigleyTitle:

Vice PresidentUNION BANK OF CALIFORNIA, N.A.By:

/s/ Christine DavisName:

Christine DavisTitle:

Vice PresidentST. FRANCIS BANKBy:

/s/ Paul W. JelacilName:

Paul W. JelacilTitle:

Vice PresidentBANK OF SCOTLANDBy:

/s/ Amena NabiName:

Amena NabiTitle:

Assistant Vice President