Exhibit 4.1


EXECUTION COPY 


AMENDMENT NO. 2


Dated as of October 25, 2011


to


CREDIT AGREEMENT


Dated as of June 1, 2007


                    THIS
AMENDMENT NO. 2 (“Amendment”) is made as of October 25, 2011 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)      Section
1.01 of the Credit Agreement is hereby amended to insert the following
definitions in the appropriate alphabetical order:  


	
  

 	
  

 
	
  

 	
           “Bankruptcy
 Event” means, with respect to any Person, such Person becomes the subject
 of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
 trustee, administrator, custodian, assignee for the benefit of creditors or
 similar Person charged with the reorganization or liquidation of its business
 appointed for it, or, in the good faith determination of the Agent, has taken
 any action in furtherance of, or indicating its consent to, approval of, or
 acquiescence in, any such proceeding or appointment, provided that a
 Bankruptcy Event shall not result solely by virtue of any ownership interest,
 or the acquisition of any ownership interest, in such Person by a
 Governmental Authority or instrumentality thereof, provided, further, that
 such ownership interest does not result in or provide such Person with
 immunity from the jurisdiction of courts within the United States or from the
 enforcement of judgments or writs of attachment on its assets or permit such
 Person (or such Governmental Authority or instrumentality) to reject,
 repudiate, disavow or disaffirm any contracts or agreements made by such
 Person. 

 













	
  

 	
  

 
	
  

 	
           “Credit
 Party” means the Agent, any Issuing Bank, the Swingline Lender or any
 other Lender. 

 
	
  

 	
  

 
	
  

 	
           “Defaulting
 Lender” means any Lender that (a) has failed, within two (2) Business
 Days of the date required to be funded or paid, to (i) fund any portion of
 its Advances, (ii) fund any portion of its participations in Letters of
 Credit or Swingline Advances or (iii) pay over to any Credit Party any other
 amount required to be paid by it hereunder, unless, in the case of clause (i)
 above, such Lender notifies the Agent in writing that such failure is the
 result of such Lender’s good faith determination that a condition precedent
 to funding (specifically identified and including the particular default, if
 any) has not been satisfied, (b) has notified the Borrowers or any Credit
 Party in writing, or has made a public statement to the effect, that it does
 not intend or expect to comply with any of its funding obligations under this
 Agreement (unless such writing or public statement indicates that such
 position is based on such Lender’s good faith determination that a condition
 precedent (specifically identified and including the particular default, if
 any) to funding a loan under this Agreement cannot be satisfied) or generally
 under other agreements in which it commits to extend credit, (c) has failed,
 within three (3) Business Days after request by a Credit Party, acting in
 good faith, to provide a certification in writing from an authorized officer
 of such Lender that it will comply with its obligations (and is financially
 able to meet such obligations) to fund prospective Advances and
 participations in then outstanding Letters of Credit and Swingline Advances
 under this Agreement, provided that such Lender shall cease to be a
 Defaulting Lender pursuant to this clause (c) upon such Credit Party’s
 receipt of such certification in form and substance satisfactory to it and
 the Agent, or (d) has become the subject of a Bankruptcy Event. 

 
	
  

 	
  

 
	
  

 	
           “Governmental
 Authority” means the government of the United States of America, any
 other nation or any political subdivision thereof, whether state or local,
 and any agency, authority, instrumentality, regulatory body, court, central
 bank or other entity exercising executive, legislative, judicial, taxing,
 regulatory or administrative powers or functions of or pertaining to government.
 

 
	
  

 	
  

 
	
  

 	
           “L/C
 Exposure” means, at any time, the sum of (a) the aggregate Available
 Amount of all outstanding Letters of Credit at such time plus (b) the
 aggregate amount of all Letter of Credit Advances that have not yet been
 reimbursed by or on behalf of the Borrowers at such time. The L/C Exposure of
 any Lender at any time shall be its Pro Rata Share of the total L/C Exposure
 at such time. 

 
	
  

 	
  

 
	
  

 	
           “Parent”
 means, with respect to any Lender, any Person as to which such Lender is,
 directly or indirectly, a subsidiary. 

 


                    (b)      The
definition of Applicable Rate appearing in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows: 


	
  

 	
  

 
	
  

 	
           “Applicable
 Rate” means, for any day, with respect to any Eurodollar Rate Advance or
 any Base Rate Advance or with respect to the facility fees payable hereunder,
 as the case may be, the applicable rate per annum set forth below under the
 caption “Eurodollar Spread”, “Base Rate Spread” or “Facility Fee Rate”, as
 the case may be, determined by reference to the Consolidated Debt Ratio as of
 the most recent determination date: 

 


2









	
  

 	
  

 	
  

 	
  

 
	
 Consolidated Debt

 Ratio

 	
 Eurodollar Spread

 	
 Base Rate Spread

 	
 Facility Fee Rate

 
	
 Level 1

 	
 1.175%

 	
 0.175%

 	
 0.20%

 
	
 Less than 0.20 to

 	
  

 	
  

 	
  

 
	
 1.0

 	
  

 	
  

 	
  

 
	
 Level 2

 	
 1.25%

 	
 0.25%

 	
 0.25%

 
	
 Greater than or

 	
  

 	
  

 	
  

 
	
 equal to 0.20 to 1.0

 	
  

 	
  

 	
  

 
	
 but less than 0.30

 	
  

 	
  

 	
  

 
	
 to 1.0

 	
  

 	
  

 	
  

 
	
 Level 3

 	
 1.325%

 	
 0.325%

 	
 0.30%

 
	
 Greater than or

 	
  

 	
  

 	
  

 
	
 equal to 0.30 to 1.0

 	
  

 	
  

 	
  

 
	
 but less than 0.40

 	
  

 	
  

 	
  

 
	
 to 1.0

 	
  

 	
  

 	
  

 
	
 Level 4

 	
 1.40%

 	
 0.40%

 	
 0.35%

 
	
 Greater than or

 	
  

 	
  

 	
  

 
	
 equal to 0.40 to 1.0

 	
  

 	
  

 	
  

 
	
 but less than 0.50

 	
  

 	
  

 	
  

 
	
 to 1.0

 	
  

 	
  

 	
  

 
	
 Level 5

 	
 1.60%

 	
 0.60%

 	
 0.40%

 
	
 Greater than or

 	
  

 	
  

 	
  

 
	
 equal to 0.50 to 1.0

 	
  

 	
  

 	
  

 






	
  

 	
  

 
	
  

 	
 For purposes of the foregoing, (a) the Applicable Rate shall be
 determined as of the end of each fiscal quarter of the Holding Company based
 upon the Holding Company’s annual or quarterly Consolidated financial
 statements delivered pursuant to Section 5.01(a), and each change in the
 Applicable Rate resulting from a change in the Consolidated Debt Ratio shall
 be effective during the period commencing on and including the date that is
 five (5) Business Days after such date of delivery to the Agent of such
 Consolidated financial statements indicating such change and ending on the date
 immediately preceding the effective date of the next such change, provided
 that the Consolidated Debt Ratio shall be deemed to be in Level 5 (A) at any
 time that an Event of Default has occurred and is continuing or (B) at the
 option of the Agent or at the request of the Required Lenders if the
 Borrowers fail to deliver the annual or quarterly Consolidated financial
 statements required to be delivered pursuant to Section 5.01, during the
 period beginning five (5) Business Days following the expiration of the time
 for delivery thereof until the date that is five (5) Business Days after such
 consolidated financial statements are delivered. 

 



                    (c)      The
definition of Pro Rata Share appearing in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows: 


	
  

 	
  

 
	
  

 	
           “Pro
 Rata Share” of any amount means, with respect to any Lender at any time,
 (a) with respect to Revolving Credit Advances, Letter of Credit Advances or
 Swingline Advances, the product of such amount times a fraction the
 numerator of which is the amount of such Lender’s Revolving Credit Commitment
 at such time and the denominator of which is the Revolving Credit Facility at
 such time; provided that in the case of Section 2.22 when a Defaulting
 Lender shall exist, any such Defaulting Lender’s Revolving Credit Commitment
 shall be disregarded in the calculation and (b) with respect to Term Loan
 Advances, the product of such amount times a fraction the 

 


3









	
  

 	
  

 
	
  

 	
 numerator of which is the amount of such Lender’s outstanding Term
Loan Advances and the denominator of which is the aggregate outstanding
amount of the Term Loan Advances of all Lenders; provided that in the case of
Section 2.22 when a Defaulting Lender shall exist, any such Defaulting
Lender’s Term Loan Commitment shall be disregarded in the calculation. If the
Commitments have terminated or expired, the Pro Rata Share shall be
determined based upon the Commitments most recently in effect, giving effect
to any assignments and to any Lender’s status as a Defaulting Lender at the
time of determination.  

 


                    (d)      The
definition of Revolving Credit Exposure appearing in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:  


	
  

 	
  

 
	
  

 	
           “Revolving
 Credit Exposure” means, with respect to any Lender at any time, the sum
 of the outstanding principal amount of such Lender’s Revolving Credit
 Advances and its L/C Exposure and Swingline Exposure at such time. 

 


                    (e)      The
definition of Termination Date appearing in Section 1.01 of the Credit
Agreement is amended to delete the reference to “June 1, 2012” appearing
therein and replace it with a reference to “June 1, 2014”. 


                    (f)      The
Credit Agreement is hereby amended to add the following as a new Section 2.22
thereof:  


	
  

 	
  

 	
  

 	
  

 
	
  

 	
           “SECTION
 2.22 Defaulting Lenders. Notwithstanding any provision of this
 Agreement to the contrary, if any Lender becomes a Defaulting Lender, then
 the following provisions shall apply for so long as such Lender is a
 Defaulting Lender: 

 
	
  

 	
  

 
	
  

 	
  

 	
           (a) fees
 shall cease to accrue on the Commitment of such Defaulting Lender pursuant to
 Section 2.21(a);

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (b) the
Commitment and Revolving Credit Exposure of such Defaulting Lender shall not
be included in determining whether the Required Lenders have taken or may
take any action hereunder (including any consent to any amendment, waiver or
other modification pursuant to Section 8.01); provided, that this clause (b)
shall not apply to the vote of a Defaulting Lender in the case of an
amendment, waiver or other modification requiring the consent of such Lender
or each Lender affected thereby; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (c) if
 any Swingline Exposure or L/C Exposure exists at the time such Lender becomes
 a Defaulting Lender then: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (i) so
 long as no Event of Default has occurred and is continuing, all or any part
 of the Swingline Exposure and L/C Exposure of such Defaulting Lender shall be
 reallocated among the non-Defaulting Lenders in accordance with their
 respective Pro Rata Share but only to the extent the sum of all
 non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting
 Lender’s Swingline Exposure and L/C Exposure does not exceed the total of all
 non-Defaulting Lenders’ Commitments;

 


4







	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii) if
 the reallocation described in clause (i) above cannot, or can only partially,
 be effected, the applicable Borrower shall within one (1) Business Day
 following notice by the Agent (x) first, prepay such Swingline
 Exposure and (y) second, cash collateralize for the benefit of the
 relevant Issuing Bank only such Borrower’s obligations corresponding to such
 Defaulting Lender’s L/C Exposure (after giving effect to any partial
 reallocation pursuant to clause (i) above) in accordance with the procedures
 set forth in Section 6.02 for so long as such L/C Exposure is outstanding;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii) if
 any Borrower cash collateralizes any portion of such Defaulting Lender’s L/C
 Exposure pursuant to clause (ii) above, such Borrower shall not be required
 to pay any fees to such Defaulting Lender pursuant to Section 2.16(g)(i) with
 respect to such Defaulting Lender’s L/C Exposure during the period such
 Defaulting Lender’s L/C Exposure is cash collateralized;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv) if
 the L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to
 clause (i) above, then the fees payable to the Lenders pursuant to Section
 2.16(g)(i) shall be adjusted in accordance with such non-Defaulting Lenders’
 Pro Rata Share; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (v) if
 all or any portion of such Defaulting Lender’s L/C Exposure is neither
 reallocated nor cash collateralized pursuant to clause (i) or (ii) above,
 then, without prejudice to any rights or remedies of any Issuing Bank or any
 other Lender hereunder, all facility fees that otherwise would have been
 payable to such Defaulting Lender (solely with respect to the portion of such
 Defaulting Lender’s Commitment that was utilized by such L/C Exposure) and
 letter of credit fees payable under Section 2.16(g)(i) with respect to such
 Defaulting Lender’s L/C Exposure shall be payable to the relevant Issuing
 Bank until and to the extent that such L/C Exposure is reallocated and/or
 cash collateralized; and

 
	
  

 	
  

 	
  

 
	
  

 	
           (d) so
 long as such Lender is a Defaulting Lender, the Swingline Lender shall not be
 required to fund any Swingline Advance and no Issuing Bank shall be required
 to issue, amend or increase any Letter of Credit, unless it is satisfied that
 the related exposure and the Defaulting Lender’s then outstanding L/C
 Exposure will be 100% covered by the Commitments of the non-Defaulting
 Lenders and/or cash collateral will be provided by the Borrower in accordance
 with Section 2.22(c), and participating interests in any such newly made
 Swingline Advance or any newly issued or increased Letter of Credit shall be
 allocated among non-Defaulting Lenders in a manner consistent with Section
 2.22(c)(i) (and such Defaulting Lender shall not participate therein).

 
	
  

 	
  

 
	
  

 	
           If (i) a
 Bankruptcy Event with respect to a Parent of any Lender shall occur following
 the date hereof and for so long as such event shall continue or (ii) the
 Swingline Lender or any Issuing Bank has a good faith belief that any Lender
 has defaulted in fulfilling its obligations under one or more other agreements
 in which such Lender commits to extend credit, the Swingline Lender shall not
 be required to fund any Swingline Advance and such Issuing Bank shall

 


5









	
  

 	
  

 
	
  

 	
 not be required to issue, amend or increase any Letter of Credit,
 unless the Swingline Lender or such Issuing Bank, as the case may be, shall
 have entered into arrangements with the applicable Borrower or such Lender,
 satisfactory to the Swingline Lender or such Issuing Bank, as the case may
 be, to defease any risk to it in respect of such Lender hereunder.

 
	
  

 	
  

 
	
  

 	
           In the
 event that the Agent, the Borrowers, the Swingline Lender and the Issuing
 Banks each agree that a Defaulting Lender has adequately remedied all matters
 that caused such Lender to be a Defaulting Lender, then the Swingline
 Exposure and L/C Exposure of the Lenders shall be readjusted to reflect the
 inclusion of such Lender’s Commitment and on such date such Lender shall
 purchase at par such of the Advances of the other Lenders (other than
 Swingline Advances) as the Agent shall determine may be necessary in order
 for such Lender to hold such Advances in accordance with its Pro Rata Share.”

 


                   (g)          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 and New Lenders. The parties hereto hereby acknowledge and agree
that:


                    (a)          Each
of SunTrust Bank, The Royal Bank of Scotland plc and UBS Loan Finance LLC (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; 


                   (b)          Each
of Branch Banking & Trust Company, Commerce Bank and Fifth Third Bank (each
a “New Lender” and collectively the “New Lenders”) is entering
into this Amendment and the Credit Agreement as a new Lender thereunder. Upon
the effectiveness hereof and the execution hereof by each New Lender, such New
Lender shall constitute a “Lender” for all purposes under the Loan Documents;
and


                   (c)          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 and the New 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 executed by the Borrowers, the Lenders (including the
Departing Lenders), the New Lenders and the Agent, (ii) from the Borrowers, for
the account of each Lender (other than any Departing Lender) that


6





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 0.15% of the sum
of such Lender’s Revolving Credit Commitment as of the date hereof, (iii) from
the Borrowers, for the benefit of the Lenders, payment in full of all Term Loan
Advances under the Credit Agreement, and (iv) 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) is set forth in Exhibit 21 to the Holding
Company’s annual report on Form 10-K for the fiscal year ended May 31, 2011. 


                    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.


7





                    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


8





          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: Vice
 President and Treasurer

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SCHOLASTIC
 INC.,

 
	
  

 	
  

 	
 as a
 Borrower

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By: /s/ Gil
 A. Dickoff

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Gil A.
 Dickoff

 
	
  

 	
  

 	
 Title: Vice
 President and Treasurer

 


Signature Page to Amendment No. 2

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/ Michelle
 Cipriani

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name: Michelle
 Cipriani

 
	
  

 	
 Title: Vice
 President

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 
	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WELLS FARGO
 BANK, NATIONAL ASSOCIATION

 
	
  

 	
 (successor
 by merger to WACHOVIA BANK,

 
	
  

 	
 NATIONAL
 ASSOCIATION)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/
 Alexandra Alfieri-Weinberg

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name: Jana
 L. Baker

 
	
  

 	
 Title: Vice
 President

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 DEUTSCHE
 BANK AG NEW YORK BRANCH

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Yvonne
 Tilden

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name: Yvonne
 Tilden

 
	
  

 	
 Title:
 Director

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Ming K.
 Chu

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name: Ming
 K. Chu

 
	
  

 	
 Title: Vice
 President

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 HSBC BANK
 USA, NATIONAL ASSOCIATION

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert
 H. Rogers

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name: Robert
 H. Rogers

 
	
  

 	
 Title: Vice
 President

 


Signature Page to Amendment No. 2

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: Authorized
 Signatory

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Orla Jones

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Orla Jones

 
	
  

 	
 Title: Authorized
 Signatory

 
	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF NEW YORK
 MELLON

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Thomas J. Tarasovich 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Thomas J. Tarasovich

 
	
  

 	
 Title: Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
 CAPITAL ONE, NATIONAL
 ASSOCIATION

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Thomas P. Higgins

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Thomas P. Higgins

 
	
  

 	
 Title: Senior Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 TD Bank, N.A.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Todd A. Antico

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Todd A. Antico

 
	
  

 	
 Title: Senior Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 HSBC BANK plc

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Mark J. Langford 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Mark J. Langford

 
	
  

 	
 Title: Senior Corporate
 Banking Manager

 
	
  

 	
  

 	
  

 
	
  

 	
 BRANCH BANKING & TRUST
 COMPANY

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ William Tsuklas 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: William Tsuklas

 
	
  

 	
 Title: Senior Vice
 President

 


Signature Page to Amendment No. 2

Scholastic Corporation and Scholastic Inc.

Credit Agreement dated as of June 1, 2007









	
  

 	
  

 	
  

 
	
  

 	
 COMMERCE BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Joseph McCaddon

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Joseph McCaddon

 
	
  

 	
 Title: Senior Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 FIFTH THIRD BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ George B. Davis 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: George B. Davis

 
	
  

 	
 Title: Vice President

 
	
  

 	
  

 
	
  

 	
 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

 
	
  

 	
  

 	
  

 
	
  

 	
 SUNTRUST BANK

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/Andrew Cozewith

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Andrew Cozewith

 
	
  

 	
 Title: Director

 
	
  

 	
  

 	
  

 
	
  

 	
 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

 
	
  

 	
  

 	
  

 
	
  

 	
 THE ROYAL BANK OF SCOTLAND
 plc

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Alex Daw 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Alex Daw

 
	
  

 	
 Title: Director

 
	
  

 	
  

 
	
  

 	
 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

 
	
  

 	
  

 
	
  

 	
 UBS LOAN FINANCE LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Richard Eisenberg

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Richard Eisenberg

 Title: Managing Director

 


Signature Page to Amendment No. 2

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.

 	
  

 	
 $

 	
 51,500,000

 	
  

 
	
 Bank
 of America, N.A.

 	
  

 	
 $

 	
 51,500,000

 	
  

 
	
 Branch
 Banking & Trust Company

 	
  

 	
 $

 	
 35,000,000

 	
  

 
	
 Wells
 Fargo Bank, National Association

 	
  

 	
 $

 	
 35,000,000

 	
  

 
	
 Deutsche
 Bank AG New York Branch

 	
  

 	
 $

 	
 23,000,000

 	
  

 
	
 Commerce
 Bank

 	
  

 	
 $

 	
 23,000,000

 	
  

 
	
 HSBC
 BANK USA, National Association

 	
  

 	
 $

 	
 15,000,000

 	
  

 
	
 The
 Governor and Company of the Bank of Ireland

 	
  

 	
 $

 	
 23,000,000

 	
  

 
	
 The
 Bank of New York Mellon

 	
  

 	
 $

 	
 15,000,000

 	
  

 
	
 Capital
 One, National Association

 	
  

 	
 $

 	
 15,000,000

 	
  

 
	
 TDBanknorth,
 N.A.

 	
  

 	
 $

 	
 15,000,000

 	
  

 
	
 Fifth
 Third Bank

 	
  

 	
 $

 	
 15,000,000

 	
  

 
	
 HSBC
 Bank plc

 	
  

 	
 $

 	
 8,000,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total

 	
  

 	
 $

 	
 325,000,000