EXHIBIT 4.6



THIRD AMENDMENT



THIS THIRD AMENDMENT (this Amendment) dated as of April 24, 2005, 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 on the signature page hereto, and BANK OF
AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.



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 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 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. Defined Terms. Capitalized terms used herein but not otherwise
defined herein shall have the meanings assigned to such terms in the Credit Agreement.



2. Amendments. Section 8.11(e) of the Credit Agreement is amended to read as follows:



(e) Consolidated Capital Expenditures.Consolidated Capital Expenditures for any fiscal year shall not exceed (i) for the
fiscal year ending April 24, 2004, $20,000,000, (ii) for the fiscal year ending April 30, 2005, $25,000,000 and (iii) for the fiscal year ending April 29, 2006, $15,000,000, in each case plus up to $5,000,000 of the unused amount available
for Consolidated Capital Expenditures under this Section 8.11(e) for the immediately preceding fiscal year (excluding any carry forward available from any prior fiscal year); provided, however, that with respect to any fiscal
year, Consolidated Capital Expenditures made during such fiscal year shall be deemed to be made first with respect to the applicable limitation for such fiscal year and then with respect to any carry-forward from the immediately preceding fiscal
year.



3. 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.



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).



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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 Credit Agreement or the other 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]



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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Third 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              



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|                      |  |                                               |  |                          
|--------------------- |  | --------------------------------------------- |  | -------------------------
|ADMINISTRATIVE AGENT: |  | BANK OF AMERICA, N.A.,                       
|                      |  | as Administrative Agent                      
|                      |  |                                              
|                      |  | By:                                           |  | /s/ Cayce McCain         
|                      |  | Name:                                         |  | Cayce McCain             
|                      |  | Title:                                        |  | Assistant 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 Huitiuh          
|                      |  | Name:                                         |  | Jon Huitiuh              
|                      |  | Title:                                        |  | Vice President           
|                      | 
|                      |  | 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 A. Hashmy      
|                      |  | Name:                                         |  | Sabir A. Hashmy          
|                      |  | Title:                                        |  | Vice President           
|                      | 
|                      |  | HARRIS TRUST & SAVINGS BANK                  
|                      |  |                                              
|                      |  | By:                                           |  | /s/ Ronald V. Redd       
|                      |  | Name:                                         |  | Ronald V. Redd           
|                      |  | Title:                                        |  | Vice President           
|                      | 
|                      |  | NATIONAL CITY BANK OF MICHIGAN/ILLINOIS      
|                      |  |                                              
|                      |  | By:                                           |  | /s/ Tiffany Cozzolino    
|                      |  | Name:                                         |  | Tiffany Cozzolino        
|                      |  | Title:                                        |  | Corporate Banking Officer



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| |  |                                |  |                         
| |  | ------------------------------ |  | ------------------------
| |  | ASSOCIATED BANK, N.A.         
| |  |                               
| |  | By:                            |  | /s/ Stephen E. Pasowicz 
| |  | Name:                          |  | Stephen E. Pasowicz     
| |  | 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 R. Krajniak 
| |  | Name:                          |  | Matthew R. 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