##### 



EXHIBIT 10.17

AMENDMENT NO. 3 AND CONSENT NO. 3
TO REVOLVING CREDIT AGREEMENT

AMENDMENT
NO. 3 AND CONSENT NO. 3 (this Amendment), dated as of
December 1, 2004, to the REVOLVING CREDIT AGREEMENT, dated as of
August 20, 2003, by and among HAIGHTS CROSS OPERATING COMPANY
(the Borrower), the several lenders from time to
time parties thereto (the Lenders), BEAR STEARNS
CORPORATE LENDING, INC., as Syndication Agent (in such capacity, the
Syndication Agent), and THE BANK OF NEW YORK
(BNY), as administrative agent for the Lenders (in
such capacity, the Administrative Agent) as
amended by Amendment No. 1 and Consent No. 1, dated as of
January 26, 2004 and Amendment No. 2 and Consent
No. 2, dated as of April 14, 2004 (and, as further amended
from time to time, the Credit Agreement).

RECITALS

I.     Unless
defined herein, all capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.

II.     The
Borrower has advised the Administrative Agent and the Lenders that it
will be making a Permitted Acquisition consisting of the acquisition
of substantially all of the assets of, and assumption of certain
liabilities of, Options Publishing, Inc. (the Options
Acquisition).

III.     The
Borrower has requested that the Administrative Agent and the Required
Lenders:

(a)     amend
Section 7.2 of the Credit Agreement to permit (i) the
Borrower to incur Indebtedness in the principal amount of $36,500,000
which will be (1) issued pursuant to the Senior Note Indenture
and (2) evidenced by add-on senior notes (the Add-On
Senior Notes (2004)), and (ii) the Subsidiary
Guarantors to incur Guarantee Obligations with respect to the Add-On
Senior Notes (2004).

(b)     amend
Section 7.2 of the Credit Agreement to permit (i) the
Borrower to incur Indebtedness in the principal amount of $32,500,000
(the Term Loans (2004)) which will be
(1) issued pursuant to a term loan agreement having
substantially the same terms, conditions and covenants as the Term
Loan Agreement (the Term Loan Agreement (2004)) and
(2) evidenced by senior secured floating rate notes (the
Senior Secured Notes (2004)) and (ii) the
Subsidiary Guarantors to incur Guarantee Obligations with respect to
the Indebtedness of the Borrower under the Term Loan Agreement (2004).



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##### 



(c)    amend Section 7.3 of the Credit
Agreement to permit the Borrower to secure its obligations under
the Term Loan Agreement (2004) and to permit the Subsidiary
Guarantors to secure their Guarantee Obligations with respect
thereto by security interests as Parity Lien Debt under
and pursuant to the Collateral Trust Agreement.

IV. The Administrative Agent and the
Required Lenders have agreed to the Borrowers requests on
the terms and subject to the conditions set forth in this
Amendment.

Accordingly, in consideration of the covenants,
conditions and agreements hereinafter set forth, and for other
good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as
follows:

1.   Amendments.

(a) Section 1 of the Credit Agreement
is hereby amended by adding, in appropriate alphabetical order,
the following defined terms:



| |                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Add-On Senior Notes (2004)
    shall have the meaning assigned to such term in the Recitals of
    Amendments No. 3.                                                                                                                       
|
| | Amendment No. 3 shall
    mean Amendment No. 3 and Consent No. 3 to Revolving
    Credit Agreement, dated as of December 1, 2004, among the
    Borrower, the Required Lenders, the Administrative Agent and the
    Syndication Agreement.
|
| | Options Acquisition shall have the
    meaning assigned to such term in the Recitals of
    Amendment No. 3.                                                                                                                               
|
| | Senior Secured Notes
    (2004) shall have the meaning
    assigned to such term in the Recitals of Amendment No. 3.                                                                                                                       
|
| | Term Loan Agreement (2004)
    shall have the meaning assigned to such term in the Recitals of
    Amendment No. 3.                                                                                                                        
|
| | Term Loans (2004) shall have
    the meaning assigned to such term in the Recitals of Amendment
    No. 3.                                                                                                                                 

(b) Section 7.2 of the Credit Agreement
to add the following sub-sections (j) and (k):



| |                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------
| | (j) Unsecured Indebtedness of the
    Borrower in a principal amount not to exceed $36,500,000
    evidenced by the Add-On Senior Notes

2



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2004) issued pursuant to the Senior Note Indenture and
    unsecured Guarantee Obligations of any subsidiary Guarantor in
    respect of such Indebtedness, provided that prior
    to the incurrence of such Indebtedness and the Guarantee
    Obligations with respect thereto the Administrative Agent shall
    have received (i) a certificate of a Financial Officer of
    the Borrower attaching thereto true and complete copies of the
    Add-On Senior Notes and (ii) such other documents and
    information as the Administrative Agent may reasonably request and
    provided further that the proceeds of such Add-On
    Senior Notes (2004) are used solely for general corporate
    purposes and to finance Permitted Acquisitions (other than the
    Options Acquisition).



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k)          Indebtedness
    of the Borrower in respect of the Term Loans (2004) issued
    pursuant to the Term Loan Agreement (2004) in a principal amount
    not to exceed $32,500,000, which may be secured so long as such
    indebtedness constitutes Parity Lien Debt under the
    Collateral Trust Agreement and all Liens securing such
    indebtedness are subordinate to the Liens in favor of the
    Secured Parties under the Security Documents as set forth in the
    Collateral Trust Agreement and Guarantee Obligations of any
    Subsidiary Guarantor in respect of such Indebtedness so long as
    such Guarantee Obligations constitute Parity Lien
    Debt under the Collateral Trust Agreement and any Liens
    securing such Guarantee Obligations are similarly subordinated,
    and in each case, Permitted Refinancings thereof,
    provided that prior to the incurrence of such
    Indebtedness and the Guarantee Obligations with respect thereto,
    the Administrative Agent (i) shall have received a
    certificate of a Financial Officer of the Borrower attaching
    thereto a true and complete copy of the Senior Secured Notes
    (2004) and the Term Loan Agreement (2004), (ii) shall have
    confirmed that the terms, conditions and covenants of the Term
    Loan Agreement (2004) are substantially identical to the terms,
    conditions and covenants, Term Loan Agreement, and
    (iii) the Indebtedness of the Borrower under the Term Loan
    Agreement and the Guarantee Obligation of the Subsidiary
    Guarantor with respect thereto are Parity Lien Debt
    under and are secured pursuant to the Collateral Trust Agreement
    and provided further that the proceeds of the Term
    Loans (2004) are used solely for general corporate purposes and
    to finance Permitted Acquisitions (other than the Options
    Acquisition).



| |                                                                                               
| | ----------------------------------------------------------------------------------------------
| | (c)          Section
    7.3 of the Credit Agreement to add the following
    sub-section (n):

3



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|                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                     
|---------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------
|                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                    | (n) Liens to secure Indebtedness of
the Borrower or any other Subsidiary incurred pursuant to Section
7.2(k); provided that such Indebtedness is Parity Lien
Debt under the Collateral Trust Agreement and such Liens are
subordinated to the Liens securing the Borrowers Obligations
hereunder and the Guarantee Obligations of the Subsidiary Guarantors
in respect of such Obligations in the manner set forth in the
Collateral Trust Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                              
|                                                                                                                                               | (d) Section 7.9 of the Credit Agreement by
deleting the text thereof and substituting therefore the following:                                                                                                                                                                                                                                                                    
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                    | Make or offer to make any optional
or voluntary payment, prepayment, repurchase or redemption of or
otherwise optionally or voluntarily defease or segregate funds with
respect to the Senior Notes, the Add-On Senior Notes, (2004), the
Term Loans or the Term Loans (2004) other than pursuant to a
Permitted Refinancing, or (b) amend, modify, waive or otherwise
change, or consent or agree to any amendment, modification, waiver,
or other change to, any of the terms of the Senior Notes, the Add-On
Senior Notes, the Term Loan Agreement or the Term Loan Agreement
(2004) (other than any such amendment, modification, waiver or other
change that (i) would extend the maturity or reduce the amount of any
payment of principal thereof or reduce the rate or extend any date
for payment of interest thereon and (ii) does not involve the payment
of a consent fee).
|                                                                                                                                              
|                                                                                                                                               | 2.                                                                                                                                                                                                                                                                                                                                                                                 | Conditions to Effectiveness                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                              
|This Amendment shall be effective as of
December 1, 2004, provided that the following conditions are
satisfied on or before December 31, 2004:
|                                                                                                                                              
|                                                                                                                                               | (i) the Administrative Agent shall
have received this Amendment executed by a duly authorized
signatories of the Borrower and each of the Guarantors and by each of
the Required Lenders; and                                                                                                                                                                                     
|                                                                                                                                              
|                                                                                                                                               | (ii) the Administrative Agent shall
have received such other documents as the Administrative Agent may
reasonably request (1) on or prior to December 1, 2004, with
respect to any documents relating to the Senior Secured Notes (2004)
and (2) on or prior to the date immediately preceding the making of
the Term Loans (2004), with respect to any documents related thereto.
|                                                                                                                                              
|                                                                                                                                               | 3.                                                                                                                                                                                                                                                                                                                                                                                 | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The Borrower hereby:

4



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(ii)  represents and warrants that there exists no Default
or Event of Default and no Default or Event of Default will result
from the consummation of the transactions described in this
Amendment; and (iii)  represents and warrants that the representations and
warranties contained in the Credit Agreement (other than the
representations and warranties made as of a specific date) are true
and correct in all material respects on and as of the date hereof. (iv)  represents and warrants that (1) the Options
Acquisition is a Permitted Acquisition under the proviso of clause
(c) of the definition of Permitted Acquisition and (2) the purchase
price for the Options Acquisition has or will be paid from the
sources described in clause (A) of such proviso. (b)  Each of the
Guarantors, by signing this Amendment, hereby: (i)  acknowledges and consents to the execution of this
Amendment; and (ii)  acknowledges and reaffirms its obligations under, and
confirms the validity and enforceability of, the Guarantee and
Collateral Agreement and the other Loan Documents to which it is a
party. (c)  This Amendment may be
executed in any number of counterparts and by facsimile, each of
which shall be an original and all of which shall constitute one
agreement. It shall not be necessary in making proof of this
Amendment to produce or account for more than one counterpart signed
by the party to be charged. (d)  This Amendment is
being delivered in and is intended to be performed in the State of
New York and shall be construed and enforceable in accordance with,
and be governed by, the internal laws of the State of New York
without regard to principles of conflict laws. (e)  The Borrower agrees
to pay the reasonable fees and expenses of the Administrative
Agents
counsel in connection with this Amendment. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


5



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HAIGHTS CROSS AMENDMENT NO. 3






| |                                
| | -------------------------------
| | BORROWER:                      
|
| | HAIGHTS CROSS OPERATING COMPANY



| |     |                   
| | --- | ------------------
| | BY: | /s/ Paul J. Crecca

| |                     
| | --------------------
| |                     
| | Name: Paul J. Crecca
| | Title: EVP & CFO    



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HAIGHTS CROSS AMENDMENT NO. 3




| |                                   
| | ----------------------------------
| | GUARANTORS:                       
|
| | HAIGHTS CROSS COMMUNICATIONS, INC.



| |     |                   
| | --- | ------------------
| | By: | /s/ Paul J. Crecca

| |                                               
| | ----------------------------------------------
| |                                               
| | Name: Paul J. Crecca                          
| | Title: EVP & CFO                              
|
| | SUNDANCE/NEWBRIDGE
EDUCATIONAL PUBLISHING, LLC



| |     |                   
| | --- | ------------------
| | By: | /s/ Paul J. Crecca

| |                      
| | ---------------------
| |                      
| | Name: Paul J. Crecca 
| | Title: VP            
|
| | TRIUMPH LEARNING, LLC



| |     |                   
| | --- | ------------------
| | By: | /s/ Paul J. Crecca

| |                     
| | --------------------
| |                     
| | Name: Paul J. Crecca
| | Title: VP           
|
| | RECORDED BOOKS, LLC 



| |     |                   
| | --- | ------------------
| | By: | /s/ Paul J. Crecca

| |                         
| | ------------------------
| |                         
| | Name: Paul J. Crecca    
| | Title: VP               
|
| | OAKSTONE PUBLISHING, LLC



| |     |                   
| | --- | ------------------
| | By: | /s/ Paul J. Crecca

| |                     
| | --------------------
| |                     
| | Name: Paul J. Crecca
| | Title: VP           

94



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HAIGHTS CROSS AMENDMENT NO. 3




| |                               |                              
| | ----------------------------- | -----------------------------
| | CHELSEA HOUSE PUBLISHERS, LLC
| |                               |                              
| | By:                           | /s/ Paul J. Crecca           
| |                               |                              
| |                               | Name: Paul J. Crecca         
| |                               | Title:   VP                  
|
| | THE CORIOLIS GROUP, LLC      
| |                               |                              
| | By:                           | /s/ Paul J. Crecca           
| |                               |                              
| |                               | Name: Paul J. Crecca         
| |                               | Title:   VP                  
|
| | W F HOWES LIMITED            
|
| | By:                           | /s/ Neil Tress               
| |                               |                              
| |                               | Name: Neil Tress             
| |                               |                              
| |                               | Title:   Secretary & Director
| |                               |                              



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HAIGHTS CROSS AMENDMENT NO. 3



| |                                        
| | ---------------------------------------
| | THE BANK OF NEW YORK                   
| | as a Lender and as Administrative Agent



| |     |                      
| | --- | ---------------------
| | By: | /s/ Steven J. Correll

| |                        
| | -----------------------
| |                        
| | Name: Steven J. Correll
| | Title: Vice President  



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HAIGHTS CROSS AMENDMENT NO. 3




| |                                 
| | --------------------------------
| | BEAR STEARNS CORPORATE          
| | LENDING INC., as a Lender and as
| | Syndication Agent               



| |     |                          
| | --- | -------------------------
| | By: | /s/ Victor Bulzacchelli  
| |     |                          
| |     | Name: Victor Bulzacchelli
| |     | Title: Vice President    





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##### 



HAIGHTS CROSS AMENDMENT NO. 3




| |                         
| | ------------------------
| | CIT LENDING SERVICES    
| | CORPORATION, as a Lender



| |     |  |                        |  |                    | 
| | --- |  | ---------------------- |  | ------------------ | 
| | By: |  | /s/ Michael
V. Monahan | 
| |     |  | Name:                  |  | Michael
V. Monahan | 
| |     |  | Title:                 |  | Vice President     |