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                                                                   EXHIBIT 10.4C


                                 THIRD AMENDMENT
                            DATED AS OF MAY 15, 2002


               This THIRD AMENDMENT (this "Amendment") is among O'SULLIVAN
INDUSTRIES, INC., a Delaware corporation (the "Borrower"), O'SULLIVAN INDUSTRIES
HOLDINGS, INC., a Delaware corporation ("Holdings"), the banks and other
financial institutions and other entities from time to time parties to the
Credit Agreement referred to below (the "Lenders") and LEHMAN COMMERCIAL PAPER
INC. as administrative agent (in such capacity the "Administrative Agent").

                             PRELIMINARY STATEMENTS:

               1. Holdings, the Borrower, the Lenders, the Agents and the
Arranger entered into a Credit Agreement, dated as of November 30, 1999, as
amended by the First Amendment, dated as of November 30, 1999 and the Second
Amendment, dated as of January 30, 2001 (as so amended the "Credit Agreement";
capitalized terms used and not otherwise defined herein have the meanings
assigned to such terms in the Credit Agreement).

               2. Holdings and the Borrower have requested that the Lenders
amend the Credit Agreement to revise the definition of "Consolidated Fixed
Charges" to allow for the payment of certain amounts currently owing to Tandy
Corporation pursuant to the Tandy Tax Sharing Agreement.

               3. The Required Lenders are, on the terms and conditions stated
below, willing to grant the request of Holdings and the Borrower set forth
above.

               NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

               SECTION 1. Amendment to Credit Agreement.

               (a) The following definition is hereby added to the Section 1.1
of the Credit Agreement in the appropriate alphabetical order:

               ""Third Amendment": the Third Amendment to the Credit Agreement,
dated as of May 15, 2002, among the Borrower, Holdings and Lehman Commercial
Paper Inc., as Administrative Agent."

               (b) The definition of "Consolidated Fixed Charges" in Section 1.1
of the Credit Agreement is hereby amended by deleting clause (b) in its entirety
and replacing it with the following:



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        "cash income taxes paid by the Borrower or any of its Subsidiaries on a
        consolidated basis in respect of such period, but excluding payments of
        up to $27,000,000 to be made to Tandy Corporation to satisfy the
        Company's obligations owing through the period ended June 30, 2002 under
        the Tandy Tax Sharing Agreement, and;"

               (c) The definition of "Consolidated Interest Expense" in Section
1.1 of the Credit Agreement is hereby amended by adding the words "the Third
Amendment and" immediately prior to the words "the Second Amendment".

               (d) Section 7.2(g) of the Credit Agreement is hereby amended by
adding the words "existing as of the Closing Date or" immediately prior to the
words "incurred or assumed".

               SECTION 2. Conditions to Effectiveness. This Amendment shall not
be effective until each of the following conditions precedent shall have been
satisfied:

               (a) the Administrative Agent shall have received signed written
authorization from the Required Lenders to execute this Amendment and shall have
received counterparts of this Amendment executed by Holdings and the Borrower
and counterparts of the Consent of the Loan Parties appended hereto (the
"Consent") executed by the Grantors, as defined in the Guarantee and Collateral
Agreement);

               (b) each of the representations and warranties in Section 3 below
shall be true and correct;

               (c) in consideration of the amendments contained in this
Amendment, the Borrower shall have paid to the Administrative Agent, for the
account of each Lender that executes and returns to the Administrative Agent its
Consent no later than 5:00 p.m. (New York time) on Wednesday, May 8, 2002, a fee
equal to 0.125% of the Commitment of such Lender;

               (d) all fees and expenses (including, without limitation, legal
fees) then due and payable to the Administrative Agent and the Lenders under the
Loan Documents (to the extent invoiced) shall have been paid in full in
immediately available funds to the Administrative Agent and the Lenders; and

               (e) the Agent shall have received such other documents,
instruments and opinions as it shall have reasonably requested.

               SECTION 3. Representations and Warranties.

               Each of Holdings and the Borrower represents and warrants jointly
and severally as follows:

               (a) Authority. Each of Holdings, the Borrower and each other Loan
Party has the requisite corporate power and authority to execute and deliver
this Amendment and the Consent, as applicable, and to perform its obligations
hereunder and under the Loan Documents (as amended hereby) to which it is a
party. The execution, delivery and performance by



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Holdings and the Borrower of this Amendment and by the Grantors of the Consent,
and the performance by Holdings and each Loan Party of each Loan Document (as
amended hereby) to which it is a party have been duly approved by all necessary
corporate action of Holdings or such Loan Party, as the case may be, and no
other corporate proceedings on the part of Holdings or such Loan Party, as the
case may be, are necessary to consummate such transactions.

               (b) Enforceability. This Amendment has been duly executed and
delivered by Holdings and the Borrower. The Consent has been duly executed and
delivered by the Grantors. This Amendment, the Consent and each Loan Document
(as amended hereby) is the legal, valid and binding obligation of each Loan
Party party hereto and thereto, enforceable against Holdings and such Loan Party
in accordance with its terms except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought in proceedings in equity or
at law).

               (c) Representations and Warranties. The representations and
warranties contained in each Loan Document (other than any such representations
and warranties that, by their terms, are specifically made as of a date other
than the date hereof) are true and correct in all material respects on and as of
the date hereof as though made on and as of the date hereof.

               (d) No Default. No event has occurred and is continuing that
constitutes a Default or Event of Default.

               SECTION 4. Reference to and Effect on the Loan Documents. (a)
Upon and after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the other Loan
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as amended hereby.

               (b) Except as specifically amended above, the Credit
Agreement, the Guarantee and Collateral Agreement and the other Loan Documents
are and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed. Without limiting the generality of the
foregoing, the Security Documents and all of the Collateral described therein do
and shall continue to secure the payment of all Obligations under and as defined
therein, in each case as modified hereby.

               (c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender, the Arranger or any Agent under any of the
Loan Documents, nor constitute a waiver or amendment of any provision of any of
the Loan Documents.

               SECTION 5. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a



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signature page to this Amendment or the Consent by facsimile shall be effective
as delivery of a manually executed counterpart of this Amendment or such
Consent.

               SECTION 6. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.

                            [signature pages follow]



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               IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first written above.



                                       O'SULLIVAN INDUSTRIES HOLDINGS, INC.



                                       By: /s/ Phillip J. Pacey
                                           -------------------------------------
                                           Name: Phillip J. Pacey
                                           Title: Senior VP & CFO

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                                       O'SULLIVAN INDUSTRIES, INC.


                                       By: /s/ Phillip J. Pacey
                                           -------------------------------------
                                           Name:   Phillip J. Pacey
                                           Title:  Senior VP & CFO



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                                       LEHMAN COMMERCIAL PAPER INC., as
                                       Administrative Agent




                                       By:  /s/ Francis Chang
                                            ------------------------------------
                                            NAME: FRANCIS CHANG
                                            TITLE: AUTHORIZED SIGNATORY

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                                     CONSENT

                            DATED AS OF MAY 15, 2002

               The undersigned, as Grantors under the Guarantee and Collateral
Agreement and, as applicable, as Grantors under the Intellectual Property
Security Agreement (as such terms are defined in and under the Credit Agreement
referred to in the foregoing Third Amendment), hereby consent and agree to the
foregoing Third Amendment and hereby confirm and agree that (i) each of the
Guarantee and Collateral Agreement and the Intellectual Property Security
Agreement is, and shall continue to be, in full force and effect and is hereby
ratified and confirmed in all respects except that, upon the effectiveness of,
and on and after the date of, said Third Amendment, each reference therein to
the "Credit Agreement", "thereunder", "thereof" and words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended by said Third Amendment, (ii) the Guarantee and Collateral
Agreement and all of the Collateral described therein does, and shall continue
to, secure the payment and performance of all of the Obligations as defined in
the Guarantee and Collateral Agreement, and (iii) the Intellectual Property
Security Agreement and all of the Intellectual Property Collateral described
therein does, and shall continue to, secure the payment and performance of all
of the Obligations as defined in the Intellectual Property Security Agreement.


                                       O'SULLIVAN INDUSTRIES HOLDINGS, INC.

                                       By: /s/ Phillip J. Pacey
                                           -------------------------------------
                                           Name:  Phillip J. Pacey
                                           Title: Sr. Vice President & CFO

                                       O'SULLIVAN INDUSTRIES, INC.

                                       By: /s/ Phillip J. Pacey
                                           -------------------------------------
                                           Name:  Phillip J. Pacey
                                           Title: Sr. Vice President & CFO

                                       O'SULLIVAN INDUSTRIES - VIRGINIA, INC.

                                       By: /s/ Phillip J. Pacey
                                           -------------------------------------
                                           Name:  Phillip J. Pacey
                                           Title: Sr. Vice President & CFO

                                       O'SULLIVAN FURNITURE FACTORY OUTLET INC.

                                       By: /s/ Phillip J. Pacey
                                           -------------------------------------
                                           Name:  Phillip J. Pacey
                                           Title: Sr. Vice President & CFO