TERMS AGREEMENT ---------------Terms Agreement • January 22nd, 2002 • Scholastic Corp • Books: publishing or publishing & printing
Exhibit 4.1 Scholastic Corporation to Citibank, N.A. Trustee INDENTURE Dated as of January 18, 2002 Senior Debt Securities CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:Scholastic Corp • January 22nd, 2002 • Books: publishing or publishing & printing • New York
AmongCredit Agreement • August 25th, 2000 • Scholastic Corp • Books: publishing or publishing & printing • New York
EXHIBIT 4.1Scholastic Corp • April 29th, 2003 • Books: publishing or publishing & printing • New York
Scholastic Corporation Debt Securities Underwriting AgreementUnderwriting Agreement • December 6th, 1996 • Scholastic Corp • Books: publishing or publishing & printing • New York
ARTICLE ONEScholastic Corp • April 15th, 2002 • Books: publishing or publishing & printing • New York
New York, New York April 4, 2003 Salomon Smith Barney Inc. Credit Suisse First Boston LLC J.P Morgan Securities Inc. As Representatives of the Initial Purchasers c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Ladies and...Registration Rights Agreement • April 29th, 2003 • Scholastic Corp • Books: publishing or publishing & printing • New York
to Citibank, N.A. Trustee INDENTUREScholastic Corp • February 8th, 2001 • Books: publishing or publishing & printing • New York
S U B L E A S E betweenScholastic Corp • August 23rd, 1999 • Books: publishing or publishing & printing • New York
Scholastic CorporationScholastic Corp • December 6th, 1996 • Books: publishing or publishing & printing • New York
EXHIBIT 10.14 AMENDED AND RESTATED LEASE ISE 555 BROADWAY, LLC, LANDLORDLease • August 23rd, 1999 • Scholastic Corp • Books: publishing or publishing & printing • New York
April 2, 2003 Salomon Smith Barney Inc. Credit Suisse First Boston LLC J.P. Morgan Securities Inc. As Representatives of the Initial Purchasers c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen:...Purchase Agreement • April 29th, 2003 • Scholastic Corp • Books: publishing or publishing & printing • New York
April __, 2003 EXCHANGE AGENT AGREEMENT Citibank, N.A. 111 Wall Street, 15th Floor New York, New York 10043 Attention: Agency & Trust Services Ladies and Gentlemen: Scholastic Corporation, a Delaware corporation (the "Company"), proposes to make an...Exchange Agent Agreement • April 29th, 2003 • Scholastic Corp • Books: publishing or publishing & printing • New York
STOCK PURCHASE AGREEMENT AMONG SCHOLASTIC INC., HACHETTE BOOK GROUP USA, INC. AND LAGARDERE NORTH AMERICA, INC. DATED APRIL 13, 2000 E-1Stock Purchase Agreement • July 7th, 2000 • Scholastic Corp • Books: publishing or publishing & printing • New York
Exhibit 10.14 SCHOLASTIC CORPORATION 2004 CLASS A STOCK INCENTIVE PLAN NON- QUALIFIED STOCK OPTION AGREEMENT Effective as of ____________________ (the "Grant Date"), SCHOLASTIC CORPORATION, a Delaware corporation (the "Company"), hereby grants to...Qualified Stock Option Agreement • August 8th, 2005 • Scholastic Corp • Books: publishing or publishing & printing
Exhibit 4.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT DATED AS OF JUNE 22, 2000 SCHOLASTIC CORPORATION, a Delaware corporation, and SCHOLASTIC INC., a New York corporation (the "BORROWERS"), and CITIBANK, N.A., as administrative agent (the "AGENT") for the...Credit Agreement • August 25th, 2000 • Scholastic Corp • Books: publishing or publishing & printing • New York
E-1Scholastic Corp • August 26th, 1998 • Books: publishing or publishing & printing
Scholastic Corporation TO ----------------- Trustee -------------- Indenture Dated as of .............., 1996 -------------- Subordinated Debt SecuritiesScholastic Corp • December 6th, 1996 • Books: publishing or publishing & printing • New York
Exhibit 4.4 [DEBT] [PREFERRED STOCK] [COMMON STOCK] [DEPOSITARY SHARE] [UNIT] WARRANT AGREEMENT dated as of _________ ___,_____Warrant Agreement • February 8th, 2001 • Scholastic Corp • Books: publishing or publishing & printing • New York
EXHIBIT 4.3 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY...Scholastic Corp • April 29th, 2003 • Books: publishing or publishing & printing
ANDDeposit Agreement • February 8th, 2001 • Scholastic Corp • Books: publishing or publishing & printing • New York
STOCK UNIT AGREEMENT UNDER THE SCHOLASTIC CORPORATION 2001 STOCK INCENTIVE PLANStock Unit Agreement • August 8th, 2005 • Scholastic Corp • Books: publishing or publishing & printing
LETTER AMENDMENT NO. 2Scholastic Corp • August 26th, 1997 • Books: publishing or publishing & printing • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 27, 2021 among SCHOLASTIC CORPORATION and SCHOLASTIC INC. as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and WELLS FARGO BANK, NATIONAL ASSOCIATION and TRUIST BANK, as...Credit Agreement • March 24th, 2023 • Scholastic Corp • Books: publishing or publishing & printing • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is by and among SCHOLASTIC CORPORATION, a Delaware corporation (the “Holding Company”), and SCHOLASTIC INC., a New York corporation (the “Operating Company”; the Holding Company and the Operating Company are, collectively, the “Borrowers” and, individually, each a “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, TRUIST BANK, as documentation agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent, FIFTH THIRD BANK, NATIONAL ASSOCIATION, HSBC BANK USA, NATIONAL ASSOCIATION, and CITIBANK, N.A., each as co-agents, and BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined).
Scholastic Corporation Preferred Stock (par value $1 per share) Underwriting AgreementPreferred Stock • December 6th, 1996 • Scholastic Corp • Books: publishing or publishing & printing • New York
FY24 Annual RSU Award SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN Restricted Stock Unit AgreementRestricted Stock Unit Agreement • December 15th, 2023 • Scholastic Corp • Books: publishing or publishing & printing • Delaware
Effective as of July 18, 2023 (the "Grant Date"), SCHOLASTIC CORPORATION, a Delaware corporation (the "Company"), hereby grants to Peter Warwick (the “Participant”) an Award consisting of a number of Restricted Stock Units determined as a percentage of the target award of 24,455 Restricted Stock Units (the "Target Award") in respect of shares of common stock, par value $.01 per share, of the Company (the "Common Stock") on the terms set forth herein, and in all respects subject to the terms and provisions of the Scholastic Corporation 2021 Stock Incentive Plan (the “Plan”), which terms and provisions are incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings in this Agreement. The award of Restricted Stock Units hereunder is also subject to the terms and conditions of that certain employment agreement effective as of August 1, 2021, between the Company and the Participant (as the same may be amended, th
AMENDMENT NO. 1 Dated as of August 16, 2010 to CREDIT AGREEMENT Dated as of June 1, 2007Credit Agreement • October 1st, 2010 • Scholastic Corp • Books: publishing or publishing & printing • New York
THIS AMENDMENT NO. 1 (“Amendment”) is made as of August 16, 2010 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 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.
ContractAgreement • September 28th, 2010 • Scholastic Corp • Books: publishing or publishing & printing • Delaware
This Agreement dated the 23rd day of July, 1990 between the Trust under the Will of Maurice R. Robinson (“Trust”), by its Trustees, and M. Richard Robinson, Jr. (“Robinson”).
SCHOLASTIC CORPORATION 2007 OUTSIDE DIRECTORS’ STOCK INCENTIVE PLAN Restricted Stock Unit AgreementStock Incentive Plan Restricted Stock Unit Agreement • July 30th, 2009 • Scholastic Corp • Books: publishing or publishing & printing
SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to ______________________ (the “Outside Director”) One Thousand Two Hundred (1,200) Restricted Stock Units in respect of shares of common stock, par value $.01 per share, of the Company (the “Common Stock”), in all respects subject to the terms and provisions of the Scholastic Corporation 2007 Outside Directors’ Stock Incentive Plan (the “Plan”), which terms and provisions are incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings in this Agreement.
SCHOLASTIC CORPORATION 2001 STOCK INCENTIVE PLAN Non-Qualified Stock Option AgreementQualified Stock Option Agreement • October 2nd, 2009 • Scholastic Corp • Books: publishing or publishing & printing
Effective as of ______________ (the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to ___________________ (the “Optionee”) a non-qualified option (the “Option”) to purchase _______________ (______) shares of common stock, par value $.01, of the Company (the “Common Stock”), at an exercise price of $_____ and on the terms set forth herein, and in all respects subject to the terms and provisions of the Scholastic Corporation 2001 Stock Incentive Plan (as amended to date, the “Plan”), which terms and provisions are incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings in this Agreement.
SCHOLASTIC CORPORATION 2011 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement2011 Stock Incentive Plan • March 23rd, 2012 • Scholastic Corp • Books: publishing or publishing & printing • Delaware
Effective as of ______________ (the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to ___________________ (the “Participant”) ____ (____) Restricted Stock Units in respect of shares of common stock, par value $.01 per share, of the Company (the “Common Stock”) on the terms set forth herein, and in all respects subject to the terms and provisions of the Scholastic Corporation 2011 Stock Incentive Plan (the “Plan”), which terms and provisions are incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings in this Agreement.
AGREEMENT Agreement by and between Lisa Holton, who resides at 35 Prospect Park West, #14B, Brooklyn, New York 11215, and Scholastic Inc. (the "Company"). This Agreement shall be effective as of the last date of signing below. 1. This Agreement...Agreement • August 9th, 2006 • Scholastic Corp • Books: publishing or publishing & printing
EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2021 • Scholastic Corp • Books: publishing or publishing & printing • New York
This employment agreement (this “Agreement”) by and between Scholastic Corporation (“Scholastic” or the “Company”) and Peter Warwick (“Warwick”) is entered into effective as of August 1, 2021.
STOCK AND ASSET PURCHASE AGREEMENT dated as of April 23, 2015 by and among HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, (as the Purchaser) SCHOLASTIC CORPORATION, (as the Parent Seller) and SCHOLASTIC INC. (as the other Seller)Stock and Asset Purchase Agreement • April 24th, 2015 • Scholastic Corp • Books: publishing or publishing & printing • Delaware
This STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of April 23, 2015, by and among Houghton Mifflin Harcourt Publishing Company, a Massachusetts corporation (the “Purchaser”), Scholastic Corporation, a Delaware corporation (the “Parent Seller”), and Scholastic Inc., a New York corporation (a “Seller” and, together with the Parent Seller, the “Sellers”).
PURCHASEANDSALEAGREEMENTGeneral Assignment and Assumption Agreement • March 27th, 2014 • Scholastic Corp • Books: publishing or publishing & printing • New York
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of January y_, 2014 (the "Effective Date") by and between ISE 555 BROADWAY, LLC, a New York limited liability company ("Seller"), and SCHOLASTIC INC., a New York corporation ("Purchaser").
