AMENDMENT NO. 5 AND CONSENT NO. 4 TO REVOLVING CREDIT AGREEMENT

AMENDMENT NO. 5 AND CONSENT NO. 4
TO REVOLVING CREDIT AGREEMENT

     AMENDMENT NO. 5 AND CONSENT NO. 4 (this “ Amendment ”), dated as of August 9, 2005, 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 Waiver No. 1, dated as of January 26, 2004, Amendment No. 2 and Waiver No. 2, dated as of April 14, 2004, Amendment No. 3 and Consent No. 3, dated as of December 1, 2004 and Amendment No. 4 and Waiver No. 3 to Revolving Credit Agreement, dated as of March 31, 2005 (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 its wholly owned Subsidiary, Chelsea House Publishers, LLC (“ Chelsea House ”), intends to sell substantially all of its assets (“ Chelsea House Assets ”) to Facts on File, Inc. (“ Facts on File ”) for a purchase price of approximately $9,000,000, subject to adjustments for working capital and other items as provided in, and otherwise on the terms and conditions of, an Asset Purchase Agreement, to be dated on or about August 5, 2005, between Chelsea House and Facts on File (the “ Chelsea House Sale Agreement ” and such sale, the “ Chelsea House Asset Sale ” ).

     III. The Borrower has requested that the Required Lenders (a) amend the Credit Agreement to consent to the Chelsea House Asset Sale, (b) amend Section 7.2 of the Credit Agreement to permit the Borrower to guarantee the obligations of Chelsea House under the Chelsea House Sale Agreement, (c) agree to authorize the Administrative Agent, as Priority Debt Representative, to direct the Collateral Trustee to release the Liens encumbering the Chelsea House Assets upon the closing of the Chelsea House Asset Sale and (d) to amend Section 7.1(b) of the Credit Agreement for the fiscal quarters ending June 30, 2005 and September 30, 2005.

     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:

     “ Amendment No. 5 ” shall mean Amendment No. 5 and Consent No. 4 to Revolving Credit Agreement, dated as of August 5, 2005, among the Borrower, the Required Lenders, the Administrative Agent and the Syndication Agent.

     “ Amendment No. 5 Effective Date ” shall mean August 9, 2005, provided that the conditions set forth in Section 2 of Amendment No. 5 are satisfied on or before August 10, 2005.

     “ Chelsea House ” shall have the meaning assigned to such term in the Recitals of Amendment No. 5.

     “ Chelsea House Asset Sale ” shall have the meaning assigned to such term in the Recitals of Amendment No. 5.

     “ Chelsea House Assets ” shall have the meaning assigned to such term in the Recitals of Amendment No. 5.

     “ Chelsea House Sale Agreement ” shall have the meaning assigned to such term in the Recitals of Amendment No. 5.

          (b) Section 7.1(b) of the Credit Agreement is hereby amended by deleting, for the