CONSENT AND SECOND AMENDMENT

Exhibit 4.1

CONSENT AND SECOND AMENDMENT

THIS CONSENT AND SECOND AMENDMENT (this “Consent”) dated as of June 10, 2009 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., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H

WHEREAS, revolving credit facilities have been extended to the Borrower pursuant to the Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of February 1, 2006 among the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent;

WHEREAS, the Borrower has requested that the Required Lenders consent to the contribution by the Borrower of certain assets of its publishing division to a joint venture; and

WHEREAS, the Required Lenders have agreed to the requested consent 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. Consent. The Required Lenders consent to the Borrower and its Subsidiaries contributing the assets described on Schedule 1 hereto and such other assets of the Borrower’s publishing division as may be approved by the Administrative Agent (the “Proposed Contribution”) to a joint venture between the Borrower and Cookie Jar Education, Inc. in exchange for an ownership stake of approximately 35% in such joint venture, provided that prior to the Proposed Contribution the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter end for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b). The Proposed Contribution shall be deemed a “Disposition” for all purposes of the Credit Agreement and the other Loan Documents, provided that (x) the Loan Parties shall not be required to comply with Section 8.05 with respect to the Proposed Contribution and (y) the Proposed Contribution shall not be included in any calculation of the baskets in Section 8.05(c) and Section 8.05(d).

3. Amendment. The Credit Agreement is amended in the following respects:

3.1 The definitions of “Base Rate”, “Business Day”, “Consolidated Net Income”, “Eurodollar Base Rate”, “Eurodollar Rate”, “Eurodollar Rate Loan” and “Eurodollar Reserve Percentage” in Section 1.01 are amended to read as follows:

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate and (c) except during a Eurodollar Unavailability Period, the Eurodollar Rate plus 1.25%.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan or any Base Rate Loan bearing interest at a rate based on the Eurodollar Rate, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Consolidated Net Income” means, for any period for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries for such period as determined in accordance with GAAP but excluding net income (or loss) attributable to the Publishing Joint Venture unless such net income has been distributed by way of an ordinary dividend in cash to the Borrower or any Subsidiary.

“Eurodollar Base Rate” means:

(a) For any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (“BBA LIBOR”) at approximately 11:00 a.m. London time two Business Days prior to the commencement of such Interest Period for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. London time two Business Days prior to the commencement of such Interest Period.

(b) For any day with respect to an interest rate calculation for a Base Rate Loan, the rate per annum equal to (i) BBA LIBOR at approximately 11:00 a.m. London time two Business Days prior to such day for Dollar deposits (for delivery on such day) with a term equivalent to one month or (ii) if such published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the such day in same day funds in the approximate amount of the Base Rate Loan being made, continued or converted by Bank of America and with a term equivalent to one month would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at approximately 11:00 a.m. London time two Business Days prior to such day.

“Eurodollar Rate” means (a) for any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Eurodollar Rate Loan for such Interest Period by (ii) one minus the Eurodollar Reserve Percentage for such Eurodollar Rate Loan for such Interest Period and (b) for any day with respect to any Base Rate Loan bearing interest at a rate based

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on the Eurodollar Rate, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Base Rate Loan for such day by (ii) one minus the Eurodollar Reserve Percentage for such Base Rate Loan for such day.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate (other than a Base Rate Loan bearing interest at a rate based on the Eurodollar Rate).

“Eurodollar Reserve Percentage” means, for any day, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate Loan and for each outstanding Base Rate Loan bearing interest at a rate based on the Eurodollar Rate shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

3.2 The definitions of “Eurodollar Unavailability Period”, “Impacted Lender”, “Prime Rate” and “Publishing Joint Venture” are added to Section 1.01 to read as follows:

“Eurodollar Unavailability Period” means any period during which the obligation of the Lenders to make or maintain Eurodollar Rate Loans has been suspended pursuant to Section 3.02 or Section 3.03.

“Impacted Lender” means any Lender as to which (a) the L/C Issuer or the Swing Line Lender, as applicable, has a good faith belief that (i) such Lender has failed to fulfill its obligations under one or more other syndicated credit facilities and (ii) such Lender is not in good faith disputing that such a failure has occurred or (b) any Person that controls such Lender has been deemed insolvent by applicable governmental regulatory authorities or become the subject of a bankruptcy or insolvency proceeding.

“Prime Rate” means the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Publishing Joint Venture” means the joint venture between the Borrower and Cookie Jar Education, Inc. to which the Borrower will contribute (or has contributed) assets of its publishing division.

3.3 Section 2.03(a)(ii)(F) is amended to read as follows:

(F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender or an Impacted Lender, unless the L/C Issuer has entered into arrangements satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender; or

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3.4 The following sentence is added to Section 2.04(a) immediately after the first sentence thereof:

Notwithstanding anything herein to the contrary, the Swing Line Lender shall be under no obligation to make any Swing Line Loan if a default of any Lender’s obligations to fund under Section 2.04(c) exists or any Lender is at such time a Defaulting Lender or an Impacted Lender, unless the Swing Line Lender has entered into arrangements satisfactory to the Swing Line Lender with the Borrower or such Lender to eliminate the Swing Line Lender’s risk with respect to such Lender.

3.5 In Section 8.01, clauses (q) and (r) are renumbered as clauses (r) and (s) and a new clause (q) is added to read as follows:

(q) Liens in favor of the L/C Issuer or the Swing Line Lender, as applicable, on cash collateral securing the obligations of a Defaulting Lender or an Impacted Lender to fund risk participations in L/C Obligations and Swing Line Loans;

4. Conditions Precedent. This Consent shall be effective as of the date hereof upon satisfaction of each of the following conditions precedent:

(a) receipt by the Administrative Agent of counterparts of this Consent executed by the Loan Parties and the Required Lenders; and

(b) payment by the Borrower to the Administrative Agent, for the account of each Lender that executes this Consent by no later than June 8, 2009, of a work fee equal to 5 basis points (0.05%) on the Revolving Commitment of such Lender.

5. Consent is a “Loan Document”. This Consent is a Loan Document.

6. Reaffirmation of Representations and Warranties. Each Loan Party represents and warrants that after giving effect to this Consent (a) the representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the date hereof (except those that expressly relate to an earlier period) and (b) no Default exists.

7. Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Consent, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Consent and all documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

8. Reaffirmation of Security Interests. Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Consent shall in no manner impair or otherwise adversely effect any of the Liens granted in or pursuant to the Loan Documents.

9. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.

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10. Counterparts; Delivery. This Consent 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 Consent to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Consent by facsimile or other electronic imaging means shall be effective as an original.

11. Governing Law. This Consent 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.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Consent and Second Amendment to be duly executed and delivered as of the date first above written.

[SIGNATURE PAGES FOLLOW]

[SIGNATURE PAGES CONTINUE]

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SCHEDULE 1

Contributed Assets

1. All assets of the Borrower’s publishing division located at the Bentonville, Arkansas, Grand Rapids, Michigan (excluding EPS inventory located at the Grand Rapids location) and Columbus, Ohio locations of the Borrower.

2. All purchase orders, contract rights and accounts receivable of the Borrower’s publishing division.

3. The intellectual property assets set forth below: