Exhibit 4.1



EXECUTION
COPY


AMENDMENT NO. 3


Dated as of
December 5, 2012


to


CREDIT AGREEMENT


Dated as of June
1, 2007


                    THIS
AMENDMENT NO. 3 (“Amendment”) is made as of December 5, 2012 by and
among Scholastic Corporation (the “Holding Company”), Scholastic Inc.
(the “Operating Company”; the Holding Company and the Operating Company
are, collectively, the “Borrowers” and, individually, each a “Borrower”),
the financial institutions listed on the signature pages hereof and JPMorgan
Chase Bank, N.A., as Administrative Agent (the “Agent”), under that
certain Credit Agreement dated as of June 1, 2007 and as amended to date by and among the Borrowers, the financial
institutions party thereto (the “Lenders”) and the Agent (the “Credit
Agreement”). Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings given to them in the Credit Agreement.


                    WHEREAS,
the Borrowers, the Lenders party hereto and the Agent have agreed to amend the
Credit Agreement on the terms and conditions set forth herein;


                    NOW,
THEREFORE, in consideration of the premises set forth above, the terms and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Borrowers, the
Lenders party hereto and the Agent have agreed to the following amendments to
the Credit Agreement.


                    1.
Amendments to Credit Agreement. Effective as of the date of satisfaction
of the conditions precedent set forth in Section 3 below (the “Amendment
Effective Date”), the Credit Agreement is hereby amended as follows:


                    (a)
Branch Banking & Trust Company, Capital One, National Association, HSBC
Bank USA, National Association and HSBC Bank plc are hereby designated as the
documentation agents, Bank of America, N.A. and Wells Fargo Bank, National
Association shall continue as syndication agents and Fifth Third Bank is hereby
designated as a syndication agent, in each case for the credit facility
evidenced by the Credit Agreement. Accordingly, the cover page of the Credit
Agreement and the introductory paragraph to the Credit Agreement are hereby
amended to (i) delete the references to SunTrust Bank and The Royal Bank of
Scotland plc as documentation agents and to replace such references with Branch
Banking & Trust Company, Capital One, National Association, HSBC Bank USA,
National Association and HSBC Bank plc as documentation agents and (ii) add a
reference to Fifth Third Bank as a syndication agent.


                    (b)
Section 1.01 of the Credit Agreement is hereby amended to insert the
following definitions in the appropriate alphabetical order:


                              “Amendment No.
3 Effective Date” means December 5, 2012.









	
  

 	
  

 
	
  

 	
           “FATCA”
 means Sections 1471 through 1474 of the Code, as of the date of this
 Agreement (or any amended or successor version that is substantively
 comparable and not materially more onerous to comply with), any current or
 future regulations or official interpretations thereof and any agreement
 entered into pursuant to Section 1471(b)(1) of the Code.

 


                    (c)
The aggregate Revolving Credit Commitments are hereby increased to
$425,000,000. The definition of “Revolving Credit Commitment” appearing in Section
1.01 of the Credit Agreement is hereby amended to delete the final sentence
thereof and to replace such sentence with the following sentence:


	
  

 	
  

 
	
  

 	
           “On
 the Amendment No. 3 Effective Date, the aggregate Revolving Credit
 Commitments of the Lenders is $425,000,000.”

 


                    (d)
The definition of “Termination Date” appearing in Section 1.01 of the
Credit Agreement is hereby amended to delete the reference to “June 1, 2014”
appearing therein and replace it with a reference to “December 5, 2017”.


                    (e)
Section 1.03 of the Credit Agreement is hereby amended to insert the
phrase “and (ii) without giving effect to any treatment of Indebtedness in
respect of convertible debt instruments under Accounting Standards Codification
470-20 (or any other Accounting Standards Codification or Financial Accounting
Standard having a similar result or effect) to value any such Indebtedness in a
reduced or bifurcated manner as described therein, and such Indebtedness shall
at all times be valued at the full stated principal amount thereof” immediately
before the period appearing at the end of the last sentence thereof.


                    (f)
Section 2.11(a) of the Credit Agreement is hereby amended to (x) insert
the parenthetical “(which term, solely for purposes of this Section 2.11(a),
includes the Agent)” immediately after the words “there shall be any increase
in the cost to any Lender” appearing therein and (y) insert the parenthetical
“(or, with respect to changes in tax law, Advances)” immediately after the
reference to “Eurodollar Rate Advances or LIBO Rate Advances” appearing
therein.


                    (g)
Section 2.14(a) of the Credit Agreement is hereby amended to (x) insert
a reference to “assessments, fees,” immediately after each reference to “taxes,
levies, imposts, deductions,” appearing therein, (y) insert a reference to
“(i)” immediately after the reference to “excluding, in the case of each
Lender and the Agent,” appearing therein and (z) insert the phrase “, and (ii)
any U.S. federal withholding taxes imposed by FATCA” immediately after the
reference to “by the jurisdiction of such Lender’s Applicable Lending Office or
any political subdivision thereof” appearing therein.


                    (h)
Section 2.14(e) of the Credit Agreement is hereby amended to delete the
word “form” appearing after the words “resulting in exemption” therein and
replace such word with the word “from”.


                    (i)
Section 2.14 of the Credit Agreement is hereby amended to insert the
following as a new clause (h) thereof:


	
  

 	
  

 
	
  

 	
                     “(h)
 Each Lender shall severally indemnify the Agent for any taxes, duties,
 levies, imposts, deductions, assessments, fees, charges or withholdings, and
 any and all liabilities with respect to the foregoing (but, in the case of
 any Taxes or Other Taxes, only to the extent that the Borrowers have not
 already indemnified the Agent for such Taxes or Other Taxes and without
 limiting the obligation of the Borrowers to do so) attributable to such
 Lender that are paid or payable by the Agent in connection with the 

 


2









	
  

 	
  

 
	
  

 	
 Agreement or any Note
 and any reasonable expenses arising therefrom or with respect thereto,
 whether or not such amounts were correctly or legally imposed or asserted by
 the relevant governmental authority. The indemnity under this Section 2.14(h)
 shall be paid within 30 days after the Agent delivers to the applicable
 Lender a certificate stating the amount so paid or payable by the Agent. Such
 certificate shall be conclusive of the amount so paid or payable absent
 manifest error.”

 


                    (j)
Section 2.18(a) of the Credit Agreement is hereby amended to delete the
reference to “$475,000,000” appearing therein and replace it with a reference
to “$575,000,000”.


                    (k)
Section 5.02(b) of the Credit Agreement is hereby amended to (x) insert
a reference to “(A)” immediately after the reference to “(i)” appearing therein
and (y) insert the phrase “and (B) sales, transfers and dispositions of assets
by either Borrower or any Subsidiary to any other Borrower or Subsidiary”
immediately before the comma appearing at the end of clause (i) thereof.


                    (l)
Section 5.02(e) of the Credit Agreement is hereby amended to delete the
reference to “during the remaining term of this Agreement” appearing in clause
(iv) thereof and replace it with a reference to “at such time”.


                    (m)
Section 5.02(f) of the Credit Agreement is hereby amended to (x) insert
a reference to “(i)” immediately after the reference to “other than” appearing
therein and (y) insert the phrase “and (ii) transactions between or among the
Borrowers and their wholly-owned Subsidiaries not involving any other
Affiliate” immediately before the period appearing at the end thereof.


                    (n)
The Commitment Schedule to the Credit Agreement is hereby replaced in its
entirety with the Commitment Schedule attached hereto as Annex A.


                    2.
Departing Lenders. The parties hereto hereby acknowledge and agree that:


                    (a)
Each of Deutsche Bank AG New York Branch and TD Bank, N.A. (each a “Departing
Lender” and collectively the “Departing Lenders”) is entering into
this Amendment solely to evidence its exit from the Credit Agreement and shall
have absolutely no obligation hereunder. Upon the effectiveness hereof and the
payment described in Section 2(c)(iii), each Departing Lender shall no longer
(i) constitute a “Lender” for all purposes under the Loan Documents, (ii) be a
party to the Credit Agreement and (iii) have any obligations under any of the
Loan Documents, in each case, without further action required on the part of
any Person; and


                    (b)
upon the effectiveness hereof: (i) the Agent shall be entitled to make such
reallocations, sales, assignments or other relevant actions in respect of each
Lender’s Credit Exposure, if any, under the Credit Agreement as it deems
necessary to reflect the rights and obligations of the Lenders (including the
Departing Lenders), (ii) each Departing Lender’s “Commitment” under the Credit
Agreement shall be terminated, (iii) each Departing Lender shall have received
payment in full in immediately available funds of all of its Advances, all
interest thereon and all other amounts payable to it under the Credit
Agreement, (iv) each Departing Lender shall not be a Lender hereunder as
evidenced by its execution and delivery of its signature page hereto and (v)
the defined term “Lenders” in the Credit Agreement shall exclude the Departing
Lenders; provided, however, that, as described in Section 8.04(d)
of the Credit Agreement, each Departing Lender shall continue to have the
benefit of Sections 2.11, 2.14 and 8.04 of the Credit Agreement.


                    3.
Conditions of Effectiveness. The effectiveness of this Amendment is
subject to the conditions precedent that (A) the Agent shall have received (i)
counterparts of this Amendment duly 


3





executed by the
Borrowers, the Lenders (including the Departing Lenders) and the Agent, (ii)
from the Borrowers, for the account of each Lender (other than any Departing
Lender) that executes and delivers its counterpart hereto as and by such time
as is requested by the Agent, an amendment fee in an amount equal to 0.30% of
the sum of such Lender’s Revolving Credit Commitment as of the date hereof, and
(iii) from the Borrowers, payment and/or reimbursement of the Agent’s and its
affiliates’ fees and reasonable out-of-pocket expenses (including reasonable
legal fees and expenses) in connection with this Amendment and (B) each Departing
Lender shall have received the payment owing to it as described in Section
2(c)(iii) above.


                    4.
Representations and Warranties of the Borrowers. Each Borrower hereby
represents and warrants as follows:


                    (a)
This Amendment and the Credit Agreement as amended hereby constitute legal,
valid and binding obligations of such Borrower and are enforceable against such
Borrower in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.


                    (b)
As of the date hereof and giving effect to the terms of this Amendment, (i)
there exists no Default and (ii) the representations and warranties contained
in Section 4.01 of the Credit Agreement (excluding the representation
and warranty contained in Section 4.01(f)(ii)), as amended hereby, are
true and correct; provided that the Lenders hereby acknowledge that an
updated list of all Subsidiaries of each of the Borrowers (referenced in Section
4.01(i) of the Credit Agreement) was provided to the Lenders on December 3,
2012.


                    5.
Reference to and Effect on the Credit Agreement.


                    (a)
Upon the effectiveness hereof, each reference to the Credit Agreement in the
Credit Agreement or any other Loan Document shall mean and be a reference to
the Credit Agreement as amended hereby.


                    (b)
Except as specifically amended above, the Credit Agreement and all other
documents, instruments and agreements executed and/or delivered in connection
therewith shall remain in full force and effect and are hereby ratified and
confirmed.


                    (c)
The execution, delivery and effectiveness of this Amendment shall not operate
as a waiver of any right, power or remedy of the Agent or the Lenders, nor
constitute a waiver of any provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in connection therewith.


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


                    7.
Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.


4





                    8.
Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Signatures delivered by facsimile or PDF shall have the same force
and effect as manual signatures delivered in person.


[Signature Pages
Follow]


5





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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SCHOLASTIC CORPORATION,

 
	
  

 	
 as a Borrower

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ Gil A. Dickoff

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Gil A. Dickoff

 	
  

 
	
  

 	
 Title:

 	
 Senior Vice President and Treasurer

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SCHOLASTIC INC.,

 
	
  

 	
 as a Borrower

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
 /s/ Gil A. Dickoff

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Gil A. Dickoff

 	
  

 
	
  

 	
 Title:

 	
 Senior Vice President and Treasurer

 


Signature Page to
Amendment No. 3

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 JPMORGAN CHASE BANK, N.A.,

 
	
  

 	
 individually as a Lender, as an Issuing Bank, as

 Swingline Lender and as Agent

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ Devin Roccisano

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Devin Roccisano

 	
  

 
	
  

 	
 Title:

 	
 Vice President

 


Signature Page to
Amendment No. 3

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BANK OF AMERICA, N.A., individually as a Lender

 and as an Issuing Bank

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ Jana L. Baker

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Jana L. Baker

 	
  

 
	
  

 	
 Title:

 	
 Vice President

 


Signature Page to
Amendment No. 3

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BRANCH BANKING & TRUST COMPANY

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ Anne C. Grady

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Anne C. Grady

 	
  

 
	
  

 	
 Title:

 	
 Vice President

 


Signature Page to
Amendment No. 3

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WELLS FARGO BANK, NATIONAL ASSOCIATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ William A. DeMilt, Jr.

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 William A. DeMilt, Jr.

 	
  

 
	
  

 	
 Title:

 	
 Senior Vice President

 


Signature Page to
Amendment No. 3

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 COMMERCE BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ Joe McCaddon

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Joe McCaddon

 	
  

 
	
  

 	
 Title:

 	
 Senior Vice President

 


Signature Page to
Amendment No. 3

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 HSBC BANK USA, NATIONAL ASSOCIATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ Robert H. Rogers

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Robert H. Rogers

 	
  

 
	
  

 	
 Title:

 	
 Senior Relationship Manager

 


Signature Page to
Amendment No. 3

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 THE GOVERNOR AND COMPANY OF THE BANK

 OF IRELAND

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ Padraig Rushe

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Padraig Rushe

 	
  

 
	
  

 	
 Title:

 	
 Authorised Signatory

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ Wendy Hobson

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Wendy Hobson

 	
  

 
	
  

 	
 Title:

 	
 Authorised Signatory

 


Signature Page to
Amendment No. 3

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF NEW YORK MELLON

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ Thomas J. Tarasovich, Jr.

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Thomas J. Tarasovich, Jr.

 	
  

 
	
  

 	
 Title:

 	
 Vice President

 


Signature Page to
Amendment No. 3

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CAPITAL ONE, NATIONAL ASSOCIATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ Priti Capoor-Savage

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Priti Capoor-Savage

 	
  

 
	
  

 	
 Title:

 	
 Senior Vice President

 


Signature Page to
Amendment No. 3

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 FIFTH THIRD BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ Jordan Fragiacomo

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Jordan Fragiacomo

 	
  

 
	
  

 	
 Title:

 	
 Vice President

 


Signature Page to
Amendment No. 3

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 HSBC BANK plc

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ Mark Harris

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Mark Harris

 	
  

 
	
  

 	
 Title:

 	
 Head of Midlands Corporate Banking Centre

 


Signature Page to
Amendment No. 3

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The undersigned Departing Lender hereby acknowledges
 and agrees that, from and after the Amendment Effective Date, it is no longer
 a party to the Credit Agreement

 
	
  

 	
  

 
	
  

 	
 DEUTSCHE BANK AG NEW YORK BRANCH

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ Yvonne Tilden

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Yvonne Tilden

 	
  

 
	
  

 	
 Title:

 	
 Director

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
 /s/ Andreas Neumeier

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Andreas Neumeier

 	
  

 
	
  

 	
 Title:

 	
 Managing Director

 


Signature Page to
Amendment No. 3

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The undersigned Departing Lender hereby acknowledges
 and agrees that, from and after the Amendment Effective Date, it is no longer
 a party to the Credit Agreement

 
	
  

 	
  

 
	
  

 	
 TD BANK, N.A.

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Shivani Agarwal

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
 Shivani Agarwal

 	
  

 
	
  

 	
 Title:

 	
 Senior Vice President

 


Signature Page to
Amendment No. 3

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007





Annex A 


COMMITMENTS


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Initial Lender

 	
  

 	
 Revolving Credit

 Commitment

 	
  

 
	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JPMorgan Chase Bank, N.A.

 	
  

 	
 $

 	
 68,750,000

 	
  

 
	
 Bank of America, N.A.

 	
  

 	
 $

 	
 68,750,000

 	
  

 
	
 Fifth Third Bank

 	
  

 	
 $

 	
 42,500,000

 	
  

 
	
 Wells Fargo Bank, National Association

 	
  

 	
 $

 	
 42,500,000

 	
  

 
	
 Branch Banking & Trust Company

 	
  

 	
 $

 	
 42,500,000

 	
  

 
	
 Capital One, National Association

 	
  

 	
 $

 	
 42,500,000

 	
  

 
	
 HSBC Bank USA, National Association

 	
  

 	
 $

 	
 33,500,000

 	
  

 
	
 HSBC Bank plc

 	
  

 	
 $

 	
 9,000,000

 	
  

 
	
 Commerce Bank

 	
  

 	
 $

 	
 25,000,000

 	
  

 
	
 The Bank of New York Mellon

 	
  

 	
 $

 	
 25,000,000

 	
  

 
	
 The Governor and Company of the Bank of Ireland

 	
  

 	
 $

 	
 25,000,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total

 	
  

 	
 $

 	
 425,000,000