AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 1996
 
                                                     REGISTRATION NO. 333-
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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                             SCHOLASTIC CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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                DELAWARE                                555 BROADWAY                               13-3385513
    (STATE OR OTHER JURISDICTION OF               NEW YORK, NEW YORK 10012                      (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                    (212) 343-6100                        IDENTIFICATION NUMBER)
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ CHARLES B. DEULL, ESQ. SENIOR VICE PRESIDENT--LEGAL AND BUSINESS AFFAIRS SCHOLASTIC CORPORATION 555 BROADWAY NEW YORK, NEW YORK 10012 (212) 343-6100 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ Copies to: JAMES C. COLIHAN, ESQ. ROBERT S. RISOLEO, ESQ. COUDERT BROTHERS SULLIVAN & CROMWELL 1114 AVENUE OF THE AMERICAS 125 BROAD STREET NEW YORK, NEW YORK 10036-7703 NEW YORK, NEW YORK 10004 (212) 626-4400 (212) 558-4000 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement, as determined by market conditions. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /x/ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /___________________ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /________________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ------------------------ CALCULATION OF REGISTRATION FEE
PROPOSED MINIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE Debt Securities(3).......... Preferred Stock ($1 par value per share)(3)......... $150,000,000(4) 100% $150,000,000(4)(5) $45,455 Common Stock ($.01 par value per share)(3).........
(1) In United States dollars or the equivalent thereof in any other currency, currency unit or units, or composite currency or currencies. (2) Estimated for the sole purpose of computing the registration fee in accordance with Rule 457(o). (3) Also includes such indeterminate amounts of Debt Securities and Preferred Stock and indeterminate number of shares of Common Stock as may be issued upon conversion of or exchange for any other Debt Securities or Preferred Stock that provide for conversion or exchange into other Securities. (4) Such amount represents the principal amount of any Debt Securities issued at their principal amount, the issue price rather than the principal amount of any Debt Securities issued at an original issue discount, the liquidation preference of any Preferred Stock and the amount computed pursuant to Rule 457(c) for any Common Stock. (5) No separate consideration will be received for the Debt Securities, Preferred Stock or Common Stock issuable upon conversion of or in exchange for Debt Securities or Preferred Stock. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE OR UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED DECEMBER 6, 1996 $150,000,000 SCHOLASTIC CORPORATION DEBT SECURITIES, PREFERRED STOCK AND COMMON STOCK ------------------------ Scholastic Corporation (the 'Company') may from time to time offer, together or separately, (1) its debt securities (the 'Debt Securities'), which may be either senior debt securities (the 'Senior Debt Securities') or subordinated debt securities (the 'Subordinated Debt Securities'), (2) shares of its preferred stock, par value $1 per share, in one or more series (the 'Preferred Stock') and (3) shares of its common stock, par value $.01 per share (the 'Common Stock'). The Debt Securities, the Preferred Stock and the Common Stock are collectively referred to herein as the 'Securities'. The Securities offered pursuant to this Prospectus may be issued in one or more series or issuance and will be limited to $150,000,000 aggregate public offering price (or its equivalent (based on the applicable exchange rate at the time of sale) in one or more foreign currencies, currency units or composite currencies as shall be designated by the Company). Certain specific terms of the particular Securities in respect of which this Prospectus is being delivered are set forth in the accompanying Prospectus Supplement (the 'Prospectus Supplement'), including, where applicable, in the case of Debt Securities, the specific title, aggregate principal amount, the denomination, whether such Debt Securities are secured or unsecured obligations, maturity, premium, if any, the interest rate (which may be fixed, floating or adjustable), the time and method of calculating payment of interest, if any, the place or places where principal of (and premium, if any) and interest, if any, on such Debt Securities will be payable, the currency in which principal of (and premium, if any) and interest, if any, on such Debt Securities will be payable, any terms of redemption at the option of the Company or the holder, any sinking fund provisions, terms for any conversion or exchange into other Securities, the initial public offering price and other special terms, and, in the case of Preferred Stock, the specific title, the aggregate amount, any dividend (including the method of calculating payment of dividends), liquidation, redemption, voting and other rights, any terms for any conversion or exchange into other Securities, the initial pubic offering price and other special terms. If so specified in the applicable Prospectus Supplement, Debt Securities of a series may be issued in whole or in part in the form of one or more temporary or permanent global securities. The Company's Common Stock is listed on the Nasdaq National Market System under the symbol 'SCHL'. Any Common Stock sold pursuant to a Prospectus Supplement will be listed on such exchange, subject to official notice of issuance. Unless otherwise specified in a Prospectus Supplement, the Senior Debt Securities, when issued, will be unsecured and will rank equally with all other unsecured and unsubordinated indebtedness of the Company. The Subordinated Debt Securities, when issued, will be subordinated in right of payment to all Senior Debt (as defined herein) of the Company, including any outstanding Senior Debt Securities. See 'Description of Debt Securities--Subordination of Subordinated Debt Securities'. The Prospectus Supplement may contain information concerning U.S. federal income tax considerations, if applicable to the Securities offered. The Securities may be sold directly, through agents, underwriters or dealers as designated from time to time, or through a combination of such methods. See 'Plan of Distribution'. If agents of the Company or any dealers or underwriters are involved in the sale of the Securities in respect of which this Prospectus is being delivered, the names of such agents, dealers or underwriters and any applicable commissions or discounts, if any, are set forth in or may be calculated from the Prospectus Supplement with respect to such Securities. This Prospectus may not be used to consummate sales of Securities unless accompanied by a Prospectus Supplement. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DATE OF THIS PROSPECTUS IS , 1996 AVAILABLE INFORMATION The Company is subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and in accordance therewith files periodic reports, proxy statements and other information with the Securities and Exchange Commission (the 'Commission'). Such reports, proxy statements and other information can be inspected and copied at prescribed rates at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the Commission's regional offices in Chicago (Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661) and in New York (7 World Trade Center, 13th Floor, New York, New York 10048). Copies of such materials can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically. The address of the website is http://www.sec.gov. The Common Stock is listed on the Nasdaq National Market System ('Nasdaq'), and these records and other information can also be inspected at the reading room of the library of the National Association of Securities Dealers, Inc., 1735 K Street, N.W., 2nd Floor, Washington, D.C. 20006. The Company has filed with the Commission a registration statement on Form S-3 (the 'Registration Statement') under the Securities Act of 1933, as amended (the 'Securities Act'). This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information, reference is hereby made to the Registration Statement. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company hereby incorporates by reference into this Prospectus the following documents or information filed with the Commission: (a) the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1996 (the 'Form 10-K'); (b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 1996 (the 'Form 10-Q'); (c) the Company's Current Report on Form 8-K filed June 24, 1996 (the 'Form 8-K'); and (d) all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this Prospectus and prior to the termination of the offering made hereby. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a subsequent statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of the information incorporated herein by reference other than exhibits to such information (unless such exhibits are specifically incorporated by reference into such information). Requests should be made to the Investor Relations Department of the Company at 555 Broadway, New York, New York 10012 (telephone 212-343-6100). IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS, IF ANY, MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 2 THE COMPANY The Company (including, for the purposes of this Section only, the Company's direct and indirect subsidiaries) is one of the leading publishers and distributors of children's books, classroom and professional magazines and other educational materials, with operations in the United States, Canada, the United Kingdom, Australia, New Zealand, France and Mexico. The Company distributes most of its products directly to children and teachers in elementary and secondary schools. During its seventy-six years of serving schools, the Company has developed strong name recognition associated with quality and dedication to learning and has achieved a leading market position in the school-based distribution of children's books and magazines. The Company's domestic book publishing business consists primarily of the publication and distribution of children's books in paperback editions through school book clubs, school book fairs, trade distribution in retail stores and classroom and library sales. Based on its market research, competitive intelligence and information obtained through the conduct of its business, the Company believes that it operates the largest school book club program and the largest school book fair business in the United States. In fiscal 1996, the Company sold in excess of 200 million children's books in the United States. The Company's book publishing operations also include the publication of supplementary texts for classroom use as well as professional books and other materials sold to classroom teachers. Additionally, the Company has entered the market for core-curriculum materials and has been investing in this area as a source of future growth in sales and profits. The Company's domestic magazine publishing business consists primarily of the publication of classroom magazines distributed to children in school, professional magazines directed to teachers and other education professionals and consumer magazines. In fiscal 1996, the United States circulation of the Company's classroom magazines was 7.1 million. The Company's other domestic operations include the distribution of educational computer software, the production and distribution of child and family-oriented video and television programming and the merchandising and licensing of book properties. Most of the Company's domestic revenues are generated by targeted direct mail programs to schools and by telephone sales representatives. Additionally, the Company has a school sales force of full-time and part-time representatives calling on schools to sell its supplementary texts, educational software and library book programs as well as its newly developed core-curriculum materials. For trade distribution, the Company has a retail sales force calling on bookstores and other retail outlets that include the sale of children's books. The Company's international business consists of six operating subsidiaries, four of which publish and distribute children's books, magazines, supplementary text products, and educational software and two of which serve primarily as distributors of children's books published by the Company as well as outside publishers. For the fiscal year ended May 31, 1996, approximately 80% of international revenues were derived from the sale of children's books. Scholastic Corporation was incorporated under the laws of the State of Delaware in 1986. The Company (including its predecessors) was originally established as a publishing company in 1920 by Maurice R. Robinson and was a public company (with its common stock traded on Nasdaq) from 1969 until 1987. The Company became a public company again in 1992. The Company's principal executive offices are located at 555 Broadway, New York, New York 10012, and its telephone number is (212) 343-6100. 3 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the ratio of earnings to fixed charges for the Company and its consolidated subsidiaries for the periods indicated. The ratio of earnings to fixed charges represents the number of times that fixed charges were covered by earnings. In computing the ratio, earnings represent pretax income or (loss) (excluding cumulative effect of accounting changes) plus fixed charges (excluding capitalized interest). Fixed charges consist of interest expense (including capitalized interest), a portion of rental expense which is considered representative of the interest factor, and amortization of debt discount and expense. This table will be updated in any Prospectus Supplements to the extent required.
THREE MONTHS ENDED FISCAL YEAR ENDED MAY 31, AUGUST 31, -------------------------------------------- 1996 1996 1995 1994 1993 1992 ---------- ---- ---- ---- ---- ---- Ratio of earnings to fixed charges................ (a) 3.54(b) 6.26 7.74 8.05 2.39(c)
- ------------------ (a) Earnings did not cover fixed charges by $22.6 million for the three months ended August 31, 1996. The Company's first fiscal quarter historically produces an operating loss due to higher expenses without accompanying revenues during the summer months. (b) Includes a non-recurring charge of $24.3 million pretax relating to the impairment of certain assets. Excluding this charge, the ratio of earnings to fixed charges would have been 4.86. (c) Includes a provision for non-recurring charges of $10.3 million pretax related to the relocation of the New York staff and the restructuring of the Company's financial commitment for theatrical motion picture productions. Excluding these charges, the ratio of earnings to fixed charges would have been 3.05. USE OF PROCEEDS Except as may otherwise be set forth in the applicable Prospectus Supplement, the net proceeds from the sale of the Securities will be added to the Company's general funds and used for general corporate purposes, which may include the repayment of indebtedness, capital expenditures and possible acquisitions. DESCRIPTION OF DEBT SECURITIES The Senior Debt Securities are to be issued under an Indenture (the 'Senior Indenture'), between the Company, as issuer, and Citibank, N.A., as Trustee (the 'Trustee'). The Subordinated Debt Securities are to be issued under a separate Indenture (the 'Subordinated Indenture'), also between the Company, as issuer, and Citibank, N.A., as Trustee. The Senior Indenture and Subordinated Indenture are sometimes referred to collectively as the 'Indentures'. A copy of the form of each Indenture is filed as an exhibit to the Registration Statement of which this Prospectus is a part. The Debt Securities may be issued from time to time in one or more series. The particular terms of each series, or of Debt Securities forming a part of a series, which are offered by a Prospectus Supplement will be described in such Prospectus Supplement. The following summaries of certain provisions of the Indentures do not purport to be complete and are subject, and are qualified in their entirety by reference, to all the provisions of the Indentures, including the definitions therein of certain terms, and, with respect to any particular Debt Securities, to the description of the terms thereof included in the Prospectus Supplement relating thereto. Wherever particular Sections or defined terms of the Indentures are referred to herein or in a Prospectus Supplement, such Sections or defined terms are incorporated by reference herein or therein, as the case may be. GENERAL The Indentures will provide that Debt Securities in separate series may be issued thereunder from time to time without limitation as to aggregate principal amount. The Company may specify a maximum aggregate principal amount for the Debt Securities of any series. (Section 301) The Debt Securities are to have such terms and provisions which are not inconsistent with the Indentures, including as to maturity, principal and interest, as the Company may determine. Unless otherwise specified in the applicable Prospectus Supplement, the Senior 4 Debt Securities when issued will be unsecured and unsubordinated obligations of the Company and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Company. The Subordinated Debt Securities when issued will be subordinated in right of payment to the prior payment in full of all Senior Debt of the Company, including any outstanding Senior Debt Securities, as described under 'Subordination of Subordinated Debt Securities' and in the applicable Prospectus Supplement. The applicable Prospectus Supplement will set forth whether the Debt Securities offered shall be Senior Debt Securities or Subordinated Debt Securities, the price or prices at which the Debt Securities to be offered will be issued and will describe the following terms of such Debt Securities: (1) the title of such Debt Securities; (2) any limit on the aggregate principal amount of such Debt Securities or the series of which they are a part; (3) the Person to whom any interest on a Debt Security of the series shall be payable, if other than the Person in whose name that Debt Security (or one or more predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest; (4) the date or dates on which the principal of any of such Debt Securities will be payable; (5) the rate or rates at which any of such Debt Securities will bear interest, if any, the date or dates from which any such interest will accrue, the Interest Payment Dates on which any such interest will be payable and the Regular Record Date for any such interest payable on any Interest Payment Date; (6) the place or places where the principal of and any premium and interest on any of such Debt Securities will be payable; (7) the period or periods within which, the price or prices at which and the terms and conditions on which any of such Debt Securities may be redeemed, in whole or in part, at the option of the Company; (8) the obligation, if any, of the Company to redeem or purchase any of such Debt Securities pursuant to any sinking fund or analogous provision or at the option of the Holder thereof, and the period or periods within which, the price or prices at which and the terms and conditions on which any of such Debt Securities will be redeemed or purchased, in whole or in part, pursuant to any such obligation; (9) the denominations in which any of such Debt Securities will be issuable, if other than denominations of $1,000 and any integral multiple thereof; (10) if the amount of principal of or any premium or interest on any of such Debt Securities may be determined with reference to an index or pursuant to a formula, the manner in which such amounts will be determined; (11) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any of such Debt Securities will be payable (and the manner in which the equivalent of the principal amount thereof in the currency of the United States of America is to be determined for any purpose, including for the purpose of determining the principal amount deemed to be Outstanding at any time); (12) if the principal of or any premium or interest on any of such Debt Securities is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than those in which such Debt Securities are stated to be payable, the currency, currencies or currency units in which payment of any such amount as to which such election is made will be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount is to be determined); (13) if other than the entire principal amount thereof, the portion of the principal amount of any of such Debt Securities which will be payable upon declaration of acceleration of the Maturity thereof; (14) if the principal amount payable at the Stated Maturity of any of such Debt Securities will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which will be deemed to be such principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any Maturity other than the Stated Maturity or which will be deemed to be Outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be determined); (15) if applicable, that such Debt Securities, in whole or any specified part, are defeasible pursuant to the provisions of the Indentures described under 'Defeasance and Covenant Defeasance--Defeasance and Discharge' or 'Defeasance and Covenant Defeasance--Defeasance of Certain Covenants,' or under both such captions; (16) if applicable, the terms of any right to convert Debt Securities into shares of Common Stock of the Company or other securities or property; (17) whether any of such Debt Securities will be issuable in whole or in part in the form of one or more Global Securities and, if so, the respective Depositaries for such Global Securities, the form of any legend or legends to be borne by any such Global Security in addition to or in lieu of the legends referred to under 'Form, Exchange and Transfer' or 'Global Securities' and, if different from those described under such captions, any circumstances under which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the names of Persons other than the Depositary for such Global Security or its nominee; (18) any addition to or change in the Events of Default applicable to any of such Debt Securities and any change in the 5 right of the Trustee or the Holders to declare the principal amount of any of such Debt Securities due and payable; (19) any addition to or change in the covenants in the Indentures described under 'Restrictive Covenants' applicable to any of such Securities; and (20) any other terms of such Debt Securities not inconsistent with the provisions of the relevant Indenture. (Section 301) Debt Securities, including Original Issue Discount Securities, may be sold at a substantial discount below their principal amount. Certain special United States federal income tax considerations (if any) applicable to Debt Securities sold at an original issue discount will be described in the applicable Prospectus Supplement under 'United States Taxation'. In addition, certain special United States federal income tax or other considerations (if any) applicable to any Debt Securities which are denominated in a currency or currency unit other than United States dollars will be described in the applicable Prospectus Supplement. CONVERSION RIGHTS The terms on which Debt Securities of any series are convertible into Common Stock or other securities or property will be set forth in the Prospectus Supplement relating thereto. Such terms shall include provisions as to whether conversion is mandatory or at the option of the holder and may include provisions pursuant to which the number of shares of Common Stock or other securities or property to be received by the Holders of Debt Securities upon conversion would be calculated according to the market price of Common Stock or other securities or property as of a time stated in the applicable Prospectus Supplement. (Article Fourteen) SUBORDINATION OF SUBORDINATED DEBT SECURITIES Unless otherwise indicated in the Prospectus Supplement, the following provisions will apply to the Subordinated Debt Securities. The Subordinated Debt Securities will, to the extent set forth in the Subordinated Indenture, be subordinate in right of payment to the prior payment in full of all Senior Debt, including the Senior Debt Securities. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshalling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Company, the holders of Senior Debt will first be entitled to receive payment in full of all amounts due thereon or to be due thereon, if any, on such Senior Debt before the Holders of the Subordinated Debt Securities will be entitled to receive or retain any payment in respect of the principal of (and premium, if any) or interest, if any, on the Subordinated Debt Securities. (Section 1502) By reason of such subordination, in the event of liquidation or insolvency, creditors of the Company who are not holders of Senior Debt or Holders of Subordinated Debt Securities may recover less, ratably, than holders of Senior Debt and may recover more, ratably, than the Holders of the Subordinated Debt Securities. In the event of the acceleration of the maturity of any Subordinated Debt Securities, the holders of all Senior Debt outstanding at the time of such acceleration will first be entitled to receive payment in full of all amounts due thereon before the Holders of the Subordinated Debt Securities will be entitled to receive any payment upon the principal of (or premium, if any) or interest, if any, on the Subordinated Debt Securities. (Section 1503) No payments on account of principal (or premium, if any) or interest, if any, in respect of the Subordinated Debt Securities may be made if there shall have occurred and be continuing a default in any payment with respect to Senior Debt, or an event of default with respect to any Senior Debt resulting in the acceleration of the maturity thereof, or if any judicial proceeding shall be pending with respect to any such default. (Section 1504) For purposes of the subordination provisions, the payment, issuance and delivery of cash, property or securities (other than stock and certain subordinated securities of the Company) upon conversion of a Subordinated Debt Security will be deemed to constitute payment on account of the principal of such Subordinated Debt Security. 'Senior Debt' means the principal of (and premium, if any) and interest, if any, (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company to the extent that such claim for post-petition interest is allowed in such proceeding) on Debt (as defined below), including all fees and other amounts payable in connection with such indebtedness, any obligations of the Company in respect of overdrafts, foreign exchange contracts and currency exchange agreements, letters of credit, bankers' acceptances, 6 interest rate protection agreements, and any loans or advances from banks, whether or not evidenced by notes or similar instruments and all amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation, whether incurred on or prior to the date of the Subordinated Indenture or thereafter incurred, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the Subordinated Debt Securities or to other Debt which is pari passu with, or subordinated to, the Subordinated Debt Securities; provided, however, that Senior Debt shall not be deemed to include the Subordinated Debt Securities. 'Debt' means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent, (i) every obligation of such Person for money borrowed, (ii) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses, (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of such Person, (iv) every obligation of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business), (v) the maximum fixed redemption or repurchase price of redeemable stock of such Person at the time of determination, (vi) every obligation to pay rent or other payment amounts of such Person with respect to any Sale and Lease-Back Transaction (as defined under 'Restrictive Covenants--Limitations on Sale and Lease-Back Transactions') to which Person is a party and (vii) every obligation of the type referred to in the foregoing clauses (i) through (vi) of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise. The Subordinated Indenture does not limit or prohibit the incurrence of additional Senior Debt, which may include indebtedness that is senior to the Subordinated Debt Securities, but subordinate to other obligations of the Company. The Senior Debt Securities, when issued, will constitute Senior Debt. The Prospectus Supplement may further describe the provisions, if any, applicable to the subordination of the Subordinated Debt Securities of a particular series. FORM, EXCHANGE AND TRANSFER The Debt Securities of each series will be issuable only in fully registered form, without coupons, and, unless otherwise specified in the applicable Prospectus Supplement, only in denominations of $1,000 and integral multiples thereof. (Section 302) At the option of the Holder, subject to the terms of the Indentures and the limitations applicable to Global Securities, Debt Securities of each series will be exchangeable for other Debt Securities of the same series of any authorized denomination and of a like tenor and aggregate principal amount. (Section 305) Subject to the terms of the Indentures and the limitations applicable to Global Securities, Debt Securities may be presented for exchange as provided above or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed) at the office of the Security Registrar or at the office of any transfer agent designated by the Company for such purpose. No service charge will be made for any registration of transfer or exchange of Debt Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Such transfer or exchange will be effected upon the Security Registrar or such transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request. The Company has appointed the Trustee as Security Registrar. Any transfer agent (in addition to the Security Registrar) initially designated by the Company for any Debt Securities will be named in the applicable Prospectus Supplement. (Section 305) The Company may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that the Company will be required to maintain a transfer agent in each Place of Payment for the Debt Securities of each series. (Section 1002) If the Debt Securities of any series (or of any series and specified terms) are to be redeemed in part, the Company will not be required to (i) issue, register the transfer of or exchange any Debt Security of that series (or of that series and specified terms, as the case may be) during a period beginning at the opening of business 7 15 days before the day of mailing of a notice of redemption of any such Debt Security that may be selected for redemption and ending at the close of business on the day of such mailing or (ii) register the transfer of or exchange any Debt Security so selected for redemption, in whole or in part, except the unredeemed portion of any such Debt Security being redeemed in part. (Section 305) GLOBAL SECURITIES Some or all of the Debt Securities of any series may be represented, in whole or in part, by one or more global securities which will have an aggregate principal amount equal to that of the Debt Securities represented thereby (a 'Global Security'). Each Global Security will be registered in the name of a depositary (the 'Depositary') or a nominee thereof identified in the applicable Prospectus Supplement, will be deposited with such Depositary or nominee or a custodian therefor and will bear a legend regarding the restrictions on exchanges and registration of transfer thereof referred to below and any such other matters as may be provided for pursuant to the Indentures. Notwithstanding any provision of the Indentures or any Debt Security described herein, no Global Security may be exchanged in whole or in part for Debt Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or any nominee of such Depositary unless (i) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or has ceased to be qualified to act as such as required by the Indentures, (ii) there shall have occurred and be continuing an Event of Default with respect to the Debt Securities represented by such Global Security or (iii) there shall exist such circumstances, if any, in addition to or in lieu of those described above as may be described in the applicable Prospectus Supplement. All securities issued in exchange for a Global Security or any portion thereof will be registered in such names as the Depositary may direct. (Sections 204 and 305) As long as the Depositary, or its nominee, is the registered Holder of a Global Security, the Depositary or such nominee, as the case may be, will be considered the sole owner and Holder of such Global Security and the Debt Securities represented thereby for all purposes under the Debt Securities and the Indentures. Except in the limited circumstances referred to above, owners of beneficial interests in a Global Security will not be entitled to have such Global Security or any Debt Securities represented thereby registered in their names, will not receive or be entitled to receive physical delivery of certificated Debt Securities in exchange therefor and will not be considered to be the owners or Holders of such Global Security or any Debt Securities represented thereby for any purpose under the Debt Securities or the Indentures. All payments of principal of and any premium and interest on a Global Security will be made to the Depositary or its nominee, as the case may be, as the Holder thereof. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to transfer beneficial interests in a Global Security. Ownership of beneficial interests in a Global Security will be limited to institutions that have accounts with the Depositary or its nominee ('participants') and to persons that may hold beneficial interests through participants. In connection with the issuance of any Global Security, the Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of Debt Securities represented by the Global Security to the accounts of its participants. Ownership of beneficial interests in a Global Security will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by the Depositary (with respect to participants' interests) or any such participant (with respect to interests of persons held by such participants on their behalf). Payments, transfers, exchanges and others matters relating to beneficial interests in a Global Security may be subject to various policies and procedures adopted by the Depositary from time to time. None of the Company, the Trustee or any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the Depositary's or any participant's records relating to, or for payments made on account of, beneficial interests in a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial interests. 8 PAYMENT AND PAYING AGENTS Unless otherwise indicated in the applicable Prospectus Supplement, payment of interest on a Debt Security on any Interest Payment Date will be made to the Person in whose name such Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest. (Section 307) Unless otherwise indicated in the applicable Prospectus Supplement, principal of and any premium and interest on the Debt Securities of a particular series will be payable at the office of such Paying Agent or Paying Agents as the Company may designate for such purpose from time to time, except that at the option of the Company payment of any interest may be made by check mailed to the address of the Person entitled thereto as such address appears in the Security Register. Unless otherwise indicated in the applicable Prospectus Supplement, the corporate trust office of the Trustee in The City of New York will be designated as the Company's sole Paying Agent for payments with respect to Debt Securities of each series. Any other Paying Agents initially designated by the Company for the Debt Securities of a particular series will be named in the applicable Prospectus Supplement. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts, except that the Company will be required to maintain a Paying Agent in each Place of Payment for the Debt Securities of a particular series. (Section 1002) All moneys paid by the Company to a Paying Agent for the payment of the principal of or any premium or interest on any Debt Security which remain unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to the Company, and the Holder of such Debt Security thereafter may look only to the Company for payment thereof. (Section 1003) RESTRICTIVE COVENANTS Unless otherwise indicated in the applicable Prospectus Supplement, the following provisions will apply to the Senior Debt Securities. Limitations on Liens The Senior Indenture will provide that the Company will not issue, incur, create, assume or guarantee, and will not permit any Restricted Subsidiary (as defined below) to issue, incur, create, assume or guarantee, any debt for borrowed money secured by a mortgage, security interest, pledge, lien, charge or other encumbrance ('mortgages') upon any Principal Property (as defined below) of the Company or any Restricted Subsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares or indebtedness are now existing or owned or hereafter created or acquired) without in any such case effectively providing concurrently with the issuance, incurrence, creation, assumption or guarantee of any such secured debt, or the grant of a mortgage with respect to any such indebtedness, that the Senior Debt Securities (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company or such Restricted Subsidiary ranking equally with the Senior Debt Securities) shall be secured equally and ratably with (or, at the option of the Company, prior to) such secured debt. The foregoing restriction, however, will not apply to: (a) mortgages on property existing at the time of acquisition thereof by the Company or any Subsidiary, provided that such mortgages were in existence prior to the contemplation of such acquisition; (b) mortgages on property, shares of stock or indebtedness or other assets of any corporation existing at the time such corporation becomes a Restricted Subsidiary, provided that such mortgages are not incurred in anticipation of such corporation becoming a Restricted Subsidiary; (c) mortgages on property, shares of stock or indebtedness existing at the time of acquisition thereof by the Company or a Restricted Subsidiary or mortgages thereon to secure the payment of all or any part of the purchase price thereof, or mortgages on property, shares of stock or indebtedness to secure any indebtedness for borrowed money incurred prior to, at the time of, or within 270 days after, the latest of the acquisition thereof, or, in the case of property, the completion of construction, the completion of improvements, or the commencement of substantial commercial operation of such property for the purpose of financing all or any part of the purchase price thereof, such construction, or the making of such improvements; (d) mortgages to secure indebtedness owing to the Company or to a Restricted Subsidiary; (e) mortgages existing at the date of the Senior Indenture; (f) mortgages on property of a corporation existing at the time such corporation is merged into 9 or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary, provided that such mortgage was not incurred in anticipation of such merger or consolidation or sale, lease or other disposition; (g) mortgages in favor of the United States or any State, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of the United States or any State, territory or possession thereof (or the District of Columbia), to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such mortgages; (h) mortgages created in connection with the acquisition of assets or a project financed with, and created to secure, a Nonrecourse Obligation (as defined below); and (i) extensions, renewals, refinancings or replacements of any mortgage referred to in the foregoing clauses (a), (b), (c), (d), (e), (f), (g), and (h) provided, however, that any mortgages permitted by any of the foregoing clauses (a), (b), (c), (d), (e), (f), (g), and (h) shall not extend to or cover any property of the Company or such Restricted Subsidiary, as the case may be, other than the property, if any, specified in such clauses and improvements thereto, and provided further that any refinancing or replacement of any mortgages permitted by the foregoing clauses (g) and (h) shall be of the type referred to in such clauses (g) or (h), as the case may be. Notwithstanding the restrictions described in the preceding paragraph, the Company or any Restricted Subsidiary will be permitted to issue, incur, create, assume or guarantee debt secured by a mortgage which would otherwise be subject to such restrictions, without equally and ratably securing the Senior Debt Securities, provided that after giving effect thereto, the aggregate amount of all debt so secured by mortgages (not including mortgages permitted under clauses (a) through (i) above) does not exceed 15% of the Consolidated Net Tangible Assets (as defined below) of the Company as most recently determined on or prior to such date. Limitations on Sale and Lease-Back Transactions The Senior Indenture will provide that the Company will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction (as defined below) with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, unless (a) the Company or such Restricted Subsidiary would be entitled to incur indebtedness secured by a mortgage on the Principal Property involved in such transaction at least equal in amount to the Attributable Debt (as defined below) with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Senior Debt Securities, pursuant to the limitation on liens in the Senior Indenture; or (b) the Company shall apply an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 180 days of such sale to either (or a combination of) the retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. 10 Certain Definitions Applicable to Covenants The term 'Attributable Debt' when used in connection with a Sale and Lease-Back Transaction involving a Principal Property shall mean, at the time of determination, the lesser of: (a) the fair value of such property (as determined in good faith by the Board of Directors of the Company); or (b) the present value of the total net amount of rent required to be paid under such lease during the remaining term thereof (including any renewal term or period for which such lease has been extended), discounted at the rate of interest set forth or implicit in the terms of such lease or, if not practicable to determine such rate, the weighted average interest rate per annum (in the case of Original Issue Discount Securities, the imputed interest rate) borne by the Senior Debt Securities of each series outstanding pursuant to the Indenture compounded semi-annually. For purposes of the foregoing definition, rent shall not include amounts required to be paid by the lessee, whether or not designated as rent or additional rent, on account of or contingent upon maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall be the lesser of the net amount determined assuming termination upon the first date such lease may be terminated (in which case the net amount shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and the net amount determined assuming no such termination. The term 'Consolidated Net Tangible Assets' shall mean, as of any particular time, total assets (excluding applicable reserves and other properly deductible items) less: (a) total current liabilities, except for (1) notes and loans payable, (2) current maturities of long-term debt and (3) current maturities of obligations under capital leases; and (b) goodwill, patents and trademarks, to the extent included in total assets; all as set forth on the most recent consolidated balance sheet of the Company and its Restricted Subsidiaries and computed in accordance with generally accepted accounting principles. The term 'Nonrecourse Obligation' means indebtedness or other obligations substantially related to (i) the acquisition of assets not previously owned by the Company or any Restricted Subsidiary or (ii) the financing of a project involving the development or expansion of properties of the Company or any Restricted Subsidiary, as to which the obligee with respect to such indebtedness or obligation has no recourse to the Company or any Restricted Subsidiary or any assets of the Company or any Restricted Subsidiary other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof). The term 'Principal Property' shall mean the land, land improvements, buildings and fixtures (to the extent they constitute real property interests, including any leasehold interest therein) constituting the principal corporate office, any manufacturing facility or any distribution center (whether now owned or hereafter acquired) which: (a) is owned by the Company or any Subsidiary; (b) is located within any of the present 50 states of the United States (or the District of Columbia); (c) has not been determined in good faith by the Board of Directors of the Company not to be materially important to the total business conducted by the Company and its Subsidiaries taken as a whole; and (d) has a market value on the date as of which the determination is being made in excess of 2.0% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date. The term 'Restricted Subsidiary' shall mean any Subsidiary that owns any Principal Property. The term 'Sale and Lease-Back Transaction' shall mean any arrangement with any person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person. The term 'Subsidiary' shall mean any corporation of which at least a majority of the outstanding voting stock having the power to elect a majority of the board of directors of such corporation is at the time owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, 'voting stock' means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. 11 CONSOLIDATION, MERGER AND SALE OF ASSETS The Indentures will provide that the Company may not consolidate with or merge into, or convey, transfer or lease its properties and assets substantially as an entirety to, any Person (a 'successor Person'), and may not permit any Person to merge into, or convey, transfer or lease its properties and assets substantially as an entirety to, the Company, unless (i) the successor Person (if any) is a corporation, partnership, trust or other entity organized and validly existing under the laws of any domestic jurisdiction and assumes the Company's obligations on the Debt Securities and under the Indentures, (ii) immediately after giving effect to the transaction, and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of the transaction as having been incurred by it at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing, (iii) if, as a result of the transaction, property of the Company would become subject to a Lien that would not be permitted under the limitation on liens described above under 'Restrictive Covenants--Limitations on Liens', the Company takes such steps as shall be necessary to secure the Debt Securities, if any, equally and ratably with (or prior to) the indebtedness secured by such Lien and (iv) certain other conditions are met. (Section 801) EVENTS OF DEFAULT Each of the following will constitute an Event of Default under the Indentures with respect to Debt Securities of any series: (a) failure to pay principal of or any premium on any Debt Security of that series when due, whether or not such payment is prohibited by the subordination provisions of the Subordinated Indenture; (b) failure to pay any interest on any Debt Securities of that series when due, continued for 30 days, whether or not such payment is prohibited by the subordination provisions of the Subordinated Indenture; (c) failure to deposit any sinking fund payment, when due, in respect of any Debt Security of that series, whether or not such deposit is prohibited by the subordination provisions of the Subordinated Indenture; (d) failure to perform any other covenant of the Company in the Indentures (other than a covenant included in the Indentures solely for the benefit of a series other than that series), continued for 60 days after written notice has been given by the Trustee, or the Holders of at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series, as provided in the Indentures; (e) certain events in bankruptcy, insolvency or reorganization; and (f) any other Event of Default specified in the applicable Prospectus Supplement. (Section 501) The Indentures will provide that if an Event of Default (other than an Event of Default described in clause (e) above) with respect to the Debt Securities of any series at the time Outstanding shall occur and be continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series by notice as provided in the Indentures may declare the principal amount of the Debt Securities of that series (or, in the case of any Debt Security that is an Original Issue Discount Security or the principal amount of which is not then determinable, such portion of the principal amount of such Debt Security, or such other amount in lieu of such principal amount, as may be specified in the terms of such Debt Security) to be due and payable immediately. If an Event of Default described in clause (e) above with respect to the Debt Securities of any series at the time Outstanding shall occur, the principal amount of all the Debt Securities of that series (or, in the case of any such Original Issue Discount Security or other Debt Security, such specified amount) will automatically, and without any action by the Trustee or any Holder, become immediately due and payable. After any such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal (or other specified amount), have been cured or waived as provided in the Indentures. (Section 502) For information as to waiver of defaults, see 'Modification and Waiver'. Subject to the provisions of the Indentures relating to the duties of the Trustee in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indentures at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable indemnity. (Section 603) Subject to such provisions for the indemnification of the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of that series. (Section 512) 12 No Holder of a Debt Security of any series will have any right to institute any proceeding with respect to the Indentures, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless (i) such Holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the Debt Securities of that series, (ii) the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series have made a written request, and such Holder or Holders have offered reasonable indemnity, to the Trustee to institute such proceeding as trustee and (iii) the Trustee has failed to institute such proceeding, and has not received from the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series a direction inconsistent with such request, within 60 days after such notice, request and offer. (Section 507) However, such limitations do not apply to a suit instituted by a Holder of a Debt Security for the enforcement of payment of the principal of or any premium or interest on such Debt Security on or after the applicable due date specified in such Debt Security. (Section 508) The Indentures will include a covenant requiring the Company to furnish to the Trustee annually a statement by certain of its officers as to whether or not the Company, to their knowledge, is in default in the performance or observance of any of the terms, provisions and conditions of the Indentures and, if so, specifying all such known defaults. (Section 1004) MODIFICATION AND WAIVER Modifications and amendments of the Indentures may be made by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the Holder of each Outstanding Security affected thereby, (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Debt Security, (b) reduce the principal amount of, or any premium or interest on, any Debt Security, (c) reduce the amount of principal of an Original Issue Discount Security or any other Debt Security payable upon acceleration of the Maturity thereof, (d) change the place or currency of payment of principal of, or any premium or interest on, any Debt Security, (e) impair the right to institute suit for the enforcement of any payment on or with respect to any Debt Security, (f) in the case of Subordinated Debt Securities, modify the subordination provisions in a manner adverse to the Holders of the Subordinated Debt Securities, (g) reduce the percentage in principal amount of Outstanding Securities of any series, the consent of whose Holders is required for modification or amendment of the Indentures, (h) reduce the percentage in principal amount of Outstanding Securities of any series necessary for waiver of compliance with certain provisions of the Indentures or for waiver of certain defaults or (i) modify such provisions with respect to modification and waiver. (Section 902) The Indentures will provide that the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series may waive, on behalf of the Holders of all Debt Securities of such series, compliance by the Company with certain restrictive provisions of the Indentures. (Sections 1010 and 1008 of the Senior Indenture and the Subordinated Indenture, respectively) The Holders of a majority in principal amount of the Outstanding Securities of any series may waive any past default under the Indentures, except a default in the payment of principal, premium or interest and certain covenants and provisions of the Indentures which cannot be amended without the consent of the Holder of each Outstanding Security of such series affected. (Section 513) The Indentures will provide that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given or taken any direction, notice, consent, waiver or other action under the Indentures as of any date, (i) the principal amount of an Original Issue Discount Security that will be deemed to be Outstanding will be the amount of the principal thereof that would be due and payable as of such date upon acceleration of the Maturity thereof to such date, (ii) if, as of such date, the principal amount payable at the Stated Maturity of a Debt Security is not determinable (for example, because it is based on an index), the principal amount of such Debt Security deemed to be Outstanding as of such date will be an amount determined in the manner prescribed for such Debt Security and (iii) the principal amount of a Debt Security denominated in one or more foreign currencies or currency units that will be deemed to be Outstanding will be the U.S. dollar equivalent, determined as of such date in the manner prescribed for such Debt Security, of the principal amount of such Debt Security (or, in the case of a Debt Security described in clause (i) or (ii) above, of the amount described in such clause). Certain Debt Securities, including those for whose payment or redemption money has 13 been deposited or set aside in trust for the Holders and those that have been fully defeased pursuant to Section 1302, will not be deemed to be Outstanding. (Section 101) Except in certain limited circumstances, the Company will be entitled to set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give or take any direction, notice, consent, waiver or other action under the Indentures, in the manner and subject to the limitations provided in the Indentures. In certain limited circumstances, the Trustee will be entitled to set a record date for action by Holders. If a record date is set for any action to be taken by Holders of a particular series, such action may be taken only by persons who are Holders of Outstanding Securities of that series on the record date. To be effective, such action must be taken by Holders of the requisite principal amount of such Debt Securities within a specified period following the record date. For any particular record date, this period will be 180 days or such other shorter period as may be specified by the Company (or the Trustee, if it set the record date), and may be shortened or lengthened (but not beyond 180 days) from time to time. (Section 104) DEFEASANCE AND COVENANT DEFEASANCE If and to the extent indicated in the applicable Prospectus Supplement, the Company may elect, at its option at any time, to have the provisions of Section 1302, relating to defeasance and discharge of indebtedness, or Section 1303, relating to defeasance of certain restrictive covenants in the Indentures, applied to the Debt Securities of any series, or to any specified part of a series. (Section 1301) Defeasance and Discharge. The Indentures will provide that, upon the Company's exercise of its option (if any) to have Section 1302 applied to any Subordinated Debt Securities, the provisions of Article Fifteen of the Subordinated Indenture relating to subordination will cease to be effective and, with respect to any Debt Securities, the Company will be discharged from all its obligations with respect thereto (except for certain obligations to exchange or register the transfer of Debt Securities, to replace stolen, lost or mutilated Debt Securities, to maintain paying agencies and to hold moneys for payment in trust) upon the deposit in trust for the benefit of the Holders of such Debt Securities of money or U.S. Government Obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such Debt Securities on the respective Stated Maturities in accordance with the terms of the Indentures and such Debt Securities. Such defeasance or discharge may occur only if, among other things, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in tax law, in either case to the effect that Holders of such Debt Securities will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge were not to occur. (Sections 1302 and 1304) Defeasance of Certain Covenants. The Indentures will provide that, upon the Company's exercise of its option (if any) to have Section 1303 applied to any Debt Securities, the Company may omit to comply with certain restrictive covenants, including those described under 'Restrictive Covenants' and in the last sentence under 'Consolidation, Merger and Sale of Assets' and any that may be described in the applicable Prospectus Supplement, and the occurrence of certain Events of Default, which are described above in clause (d) (with respect to such restrictive covenants) under 'Events of Default' and any that may be described in the applicable Prospectus Supplement, will be deemed not to be or result in an Event of Default, in each case with respect to such Debt Securities, and, in the case of the Subordinated Indenture, the provisions of Article Fifteen relating to subordination will cease to be effective with respect to any Subordinated Debt Securities. The Company, in order to exercise such option, will be required to deposit, in trust for the benefit of the Holders of such Debt Securities, money or U.S. Government Obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such Debt Securities on the respective Stated Maturities in accordance with the terms of the Indentures and such Debt Securities. The Company will also be required, among other things, to deliver to the Trustee an Opinion of Counsel to the effect that Holders of such Debt Securities will not recognize gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been 14 the case if such deposit and defeasance were not to occur. In the event the Company exercised this option with respect to any Debt Securities and such Debt Securities were declared due and payable because of the occurrence of any Event of Default, the amount of money and U.S. Government Obligations so deposited in trust would be sufficient to pay amounts due on such Debt Securities at the time of their respective Stated Maturities but may not be sufficient to pay amounts due on such Debt Securities upon any acceleration resulting from such Event of Default. In such case, the Company would remain liable for such payments. (Sections 1303 and 1304) NOTICES Notices to Holders of Debt Securities will be given by mail to the addresses of such Holders as they may appear in the Security Register. (Sections 101 and 106) TITLE The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name a Debt Security is registered as the absolute owner thereof (whether or not such Debt Security may be overdue) for the purpose of making payment and for all other purposes. (Section 308) GOVERNING LAW The Indentures and the Debt Securities will be governed by, and construed in accordance with, the law of the State of New York. (Section 112) 15 DESCRIPTION OF PREFERRED STOCK The following is a description of certain general terms and provisions of the Preferred Stock. The particular terms of any series of Preferred Stock will be described in the applicable Prospectus Supplement. If so indicated in a Prospectus Supplement, the terms of any such series may differ from the terms set forth below. Certain provisions applicable to the Preferred Stock are set forth below in 'Description of Capital Stock'. The summary of terms of the Company's Preferred Stock contained in this Prospectus does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the Company's Certificate of Incorporation and the certificate of designations relating to each series of the Preferred Stock (each, a 'Certificate of Designations'), which will be filed with the Commission and incorporated by reference as an exhibit to the Registration Statement of which this Prospectus is a part at or prior to the time of issuance of such series of the Preferred Stock. The Company's Certificate of Incorporation authorizes the issuance of 1,000,000 shares of preferred stock, par value $1 per share. The Company's Preferred Stock may be issued from time to time in one or more series, without shareholder approval, when authorized by the Board of Directors. Subject to limitations prescribed by law, the Board of Directors is authorized to fix, before the issuance of any shares of a particular series of Preferred Stock, the number of shares to be included in such series, the dividend rate per annum and any restrictions, limitations and conditions upon the payment of dividends, the redemption price or prices, if any, and the terms and conditions of redemption, any sinking fund provisions for the redemption or purchase of the shares of such series of Preferred Stock, the terms and conditions on which the shares of such series are convertible, if they are convertible, the amount or amounts to which the holders of shares of such series shall be entitled upon the voluntary or involuntary liquidation, dissolution or winding up of the Company and any other rights, preferences and limitations pertaining to such series as may be determined by the Board of Directors. Thus, the Board of Directors, without shareholder approval, could authorize the issuance of Preferred Stock with voting, conversion and other rights that could adversely affect the voting power and other rights of holders of Common Stock or other series of Preferred Stock. No Preferred Stock is currently outstanding. The Preferred Stock shall have the dividend, liquidation, redemption and voting rights set forth below unless otherwise described in a Prospectus Supplement relating to a particular series of the Preferred Stock. The applicable Prospectus Supplement will describe the following terms of the series of Preferred Stock in respect of which this Prospectus is being delivered: (1) the designations and stated value per share of such Preferred Stock and the number of shares offered; (2) the amount of liquidation preference per share; (3) the initial public offering price at which such Preferred Stock will be issued; (4) the dividend rate (or method of calculation), the dates on which dividends shall be payable and the dates from which dividends shall commence to cumulate, if any; (5) any redemption or sinking funds provisions; (6) any conversion or exchange rights; and (7) any additional voting, dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions. GENERAL The Preferred Stock offered hereby will be issued in one or more series. Shares of Preferred Stock, upon issuance against full payment of the purchase price therefor, will be fully paid and nonassessable. Neither the par value nor the liquidation preference is indicative of the price at which the Preferred Stock will actually trade on or after the date of issuance. The Prospectus Supplement will contain, if applicable, a description of certain United States federal income tax consequences relating to the purchase and ownership of the series of Preferred Stock offered by such Prospectus Supplement. RANK The Preferred Stock shall, with respect to dividend rights and rights upon liquidation, winding up and dissolution of the Company, rank prior to the Company's Common Stock and to all other classes and series of equity securities of the Company now or hereafter authorized, issued or outstanding (the Common Stock and such other classes and series of equity securities collectively may be referred to herein as the 'Junior Stock'), other than any classes or series of equity securities of the Company ranking on a parity with (the 'Parity Stock') or senior to (the 'Senior Stock') the Preferred Stock as to dividend rights and rights upon liquidation, winding 16 up or dissolution of the Company. The Preferred Stock shall be junior to all outstanding indebtedness for borrowed money of the Company. The Preferred Stock shall be subject to creation of Senior Stock, Parity Stock and Junior Stock to the extent not expressly prohibited by the Company's Certificate of Incorporation. DIVIDENDS Holders of shares of Preferred Stock of any series shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds of the Company legally available for payment, cash dividends, payable at such dates and at such rates per share per annum as described in the applicable Prospectus Supplement. Such rate may be fixed or variable or both. Each declared dividend shall be payable to holders of record as they appear at the close of business on the stock books of the Company on such record dates, not more than 60 calendar days preceding the payment dates therefor, as are determined by the Board of Directors (each of such dates, a 'Record Date'). Such dividends may be cumulative or noncumulative, as described in the applicable Prospectus Supplement. If dividends on a series of Preferred Stock are noncumulative and if the Board of Directors fails to declare a dividend in respect of a dividend period with respect to such series, then holders of such Preferred Stock will have no right to receive a dividend in respect of such dividend period, and the Company will have no obligation to pay the dividend for such period, whether or not dividends are declared payable on any future dividend payment dates. No full dividends shall be declared or paid or set apart for payment on preferred stock of the Company of any series ranking, as to dividends, on a parity with or junior to the series of Preferred Stock offered by the applicable Prospectus Supplement for any period unless full dividends for the immediately preceding dividend period on such Preferred Stock (including any accumulation in respect of unpaid dividends for prior dividend periods, if dividends on such Preferred Stock are cumulative) have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment. When dividends are not so paid in full (or a sum sufficient for such full payment is not so set apart) upon such Preferred Stock and any other preferred stock of the Company ranking on a parity as to dividends with the Preferred Stock, dividends upon shares of such Preferred Stock and dividends on such other preferred stock shall be declared pro rata so that the amount of dividends declared per share on such Preferred Stock and such other preferred stock shall in all cases bear to each other the same ratio that accrued dividends for the then-current dividend period per share on the shares of such Preferred Stock (including any accumulation in respect of unpaid dividends for prior dividend periods, if dividends on such Preferred Stock are cumulative) and accrued dividends, including required or permitted accumulations, if any, on shares of such other preferred stock, bear to each other. CONVERTIBILITY The terms, if any, on which shares of Preferred Stock of any series may be exchanged for or converted (mandatorily or otherwise) into shares of Common Stock of the Company or another series of Preferred Stock or other securities or property of the Company will be set forth in the applicable Prospectus Supplement. See 'Description of Capital Stock'. REDEMPTION The terms, if any, on which shares of Preferred Stock of any series may be redeemed will be set forth in the applicable Prospectus Supplement. LIQUIDATION In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of a series of Preferred Stock will be entitled, subject to the rights of creditors, but before any distribution or payment to the holders of Common Stock or any other security ranking junior to the Preferred Stock on liquidation, dissolution or winding up of the Company, to receive an amount per share as set forth in the applicable Prospectus Supplement plus accrued and unpaid dividends for the then-current dividend period (including any accumulation in respect of unpaid dividends for prior dividend periods, if dividends on such series of Preferred Stock are cumulative). If the amounts available for distribution with respect to the Preferred Stock 17 and all other outstanding stock of the Company ranking on a parity with the Preferred Stock upon liquidation are not sufficient to satisfy the full liquidation rights of all the outstanding Preferred Stock and stock ranking on a parity therewith, then the holders of each series of such stock will share ratably in any such distribution of assets in proportion to the full respective preferential amount (which in the case of preferred stock may include accumulated dividends) to which they are entitled. After payment of the full amount of the liquidation preference, the holders of shares of Preferred Stock will not be entitled to any further participation in any distribution of assets by the Company. VOTING The Preferred Stock of a series will not be entitled to vote, except as described below or in the applicable Prospectus Supplement and as required by applicable law. The Board of Directors, in its discretion, may, upon issuance of any series of Preferred Stock, grant voting power to the holders of such Preferred Stock to elect not more than two additional members of the Board of Directors in the event of an arrearage in the payment of dividends on any such series; however, such right to elect two additional directors is applicable to all series of Preferred Stock in the aggregate and not to each series thereof in the event that more than one series is outstanding. Notwithstanding the election of two directors by the holders of Preferred Stock, the holders of Common Stock shall only be entitled to elect at least one-fifth of the members of the Board of Directors as constituted prior to the election of such two additional directors by the holders of the Preferred Stock. Without the affirmative vote of a majority of the shares of Preferred Stock any series then outstanding (voting separately as a class together with any Parity Stock), the Company may not (i) increase or decrease the aggregate number of authorized shares of such series, (ii) increase or decrease the par value of the shares of such series or (iii) alter or change the powers, preferences or special rights of the shares of such series so as to affect them adversely. NO OTHER RIGHTS The shares of a series of Preferred Stock will not have any preferences, voting powers or relative, participating, optional or other special rights except as set forth above or in the applicable Prospectus Supplement, the Certificate of Incorporation and in the applicable Certificate of Designations or as otherwise required by law. TRANSFER AGENT AND REGISTRAR The transfer agent for each series of Preferred Stock will be described in the applicable Prospectus Supplement. DESCRIPTION OF COMMON STOCK The voting power of the Company's capital stock is vested exclusively in the holders of shares of Class A Stock, as long as any shares of Class A Stock shall remain outstanding, subject only to the right of the holders of shares of Common Stock, voting as a class at each annual meeting of the Company, to elect such minimum number of directors as shall equal at least one-fifth of the members of the Board of Directors (with a minimum of one director) and except as otherwise provided by law. The total number of directors of which holders of Common Stock are entitled to elect one-fifth does not include any directors elected by holders of any series of Preferred Stock which may be issued by the Company. Neither the Certificate of Incorporation nor the By-laws of the Company may be amended to deny the holders of the Common Stock such right to elect at least one-fifth of the members of the Board of Directors, without the consent of the holders of a majority of the Common Stock. The Certificate of Incorporation does not provide for cumulative voting. Accordingly, the holders of more than 50% of the Class A Stock voting for the election of directors can elect up to four-fifths of the members of the Board of Directors if they choose to do so, in which event the holders of the remaining shares of Class A Stock will not be able to elect any person or persons to the Board of Directors. 18 The holders of Class A Stock have the right, at their option, at any time and from time to time, to convert such shares into shares of Common Stock on a share-for-share basis. Shares of Class A Stock surrendered for conversion must be canceled and may not be reissued. With the exception of voting rights and conversion rights, and subject to the rights of the holders of Preferred Stock at any time outstanding, the Class A Stock and the Common Stock, both of which are classes of common stock, are of equal rank and entitle the holders thereof to the same and identical rights and privileges. Consequently, subject to the prior rights of the holders of Preferred Stock at any time outstanding, the holders of Class A Stock and Common Stock are equally entitled to receive dividends as declared by the Board of Directors and are equally entitled to receive any distributions made to stockholders upon any liquidation, dissolution or winding up of the Company. All outstanding shares of Class A Stock and Common Stock are validly issued, fully paid and nonassessable. The Class A Stock and the Common Stock carry no preemptive rights and are not redeemable or entitled to the benefits of any sinking fund and, except as described above in the case of Class A Stock are not convertible into any other security of the Company. The Company is subject to Section 203 of the Delaware General Corporation Law ('Section 203'). Under Section 203 certain 'business combinations' between a Delaware corporation, whose stock generally is publicly traded or held of record by more than 2,000 stockholders, and an 'interested stockholder' are prohibited for a three-year period following the date that such stockholder became an interested stockholder, unless (i) the corporation has elected in its certificate of incorporation not to be governed by Section 203 (the Company has not made such an election), (ii) the business combination was approved by the board of directors of the corporation before the other party to the business combination became an interested stockholder, (iii) upon consummation of the transaction that made it an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the commencement of the transaction (excluding voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender stock held by the plan) or (iv) the business combination is approved by the board of directors of the corporation and ratified by two-thirds of the voting stock which the interested stockholder does not own. The three-year prohibition also does not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of certain extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with approval of a majority of the corporation's directors. The term 'business combination' is defined generally to include mergers or consolidations between a Delaware corporation and an interested stockholder, transactions with an interested stockholder involving the assets or stock of the corporation or its majority-owned subsidiaries, and transactions which increase an interested stockholder's percentage ownership of stock. The term 'interested stockholder' is defined generally as those stockholders who become beneficial owners of 15% or more of a Delaware corporation's voting stock. However, in the case of the Company, certain exceptions to the definition of the term "interested stockholder" apply to Richard Robinson, Chairman of the Board, President and Chief Executive Officer of the Company and to the Trust under the Will of Maurice R. Robinson, each of whom owns in excess of 15% of the Company's Class A Stock. Pursuant to an Indenture, dated as of August 15, 1995, between the Company and Bankers Trust Company, as trustee, the Company has agreed not to amend its Certificate of Incorporation or By-laws if, as a result of such amendment, (a) the Company could (i) pay dividends to the holders of the Class A Stock without paying to the holders of the Common Stock a dividend per share at least equal to the dividend per share paid to holders of the Class A Stock or (ii) reclassify, subdivide or combine one class of its common stock without reclassifying, subdividing or combining the other class of common stock, on an equal per share basis, (b) the holders of Common Stock would cease to elect at least one-fifth of the directors (with a minimum of at least one director), except as otherwise provided by law and provided that the total number of directors of which holders of Common Stock are entitled to elect one-fifth does not include any directors elected by holders of any series of preferred stock which may be issued by the Company, (c) the holders of Class A Stock and the Common Stock would not share equally, on a share-for-share basis, in any distribution of the Company's assets upon any liquidation, dissolution or winding-up of the Company or would not have equal rights, on a share-for-share basis, in the event of any merger or consolidation of the Company in which shares of common stock of the Company are converted 19 into cash, securities or other property, or (d) a share of Class A Stock could be converted into more than one share of Common Stock. (Section 1209 of the Indenture) The Company's Transfer Agent and Registrar for its Common Stock is ChaseMellon Shareholder Services, L.L.C. Proxy statements and other materials concerning annual or special meetings of stockholders of the Company are distributed by mail to holders of record in accordance with applicable law and the Certificate of Incorporation and By-laws of the Company. The foregoing summary is qualified in its entirety by reference to the provisions of the Certificate of Incorporation of the Company, as amended, its By-laws and the Delaware General Corporation Law. PLAN OF DISTRIBUTION The Company may sell Securities to or through underwriters and also may sell Securities directly to other purchasers or through agents. The distribution of the Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In connection with the sale of Securities, underwriters may receive compensation from the Company or from purchasers of Securities for whom they may act as agents in the form of discounts, concessions or commissions. Underwriters may sell Securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of Securities may be deemed to be underwriters, and any discounts or commissions received by them from the Company and any profit on the resale of Securities by them may be deemed to be underwriting discounts and commissions, under the Securities Act. Any such underwriter or agent will be identified, and any such compensation received from the Company will be described, in the relevant Prospectus Supplement. Under agreements which may be entered into by the Company, underwriters and agents who participate in the distribution of Securities may be entitled to indemnification by the Company against certain liabilities, including liabilities under the Securities Act. If so indicated in the relevant Prospectus Supplement, the Company will authorize underwriters or other persons acting as the Company's agents to solicit offers by certain institutions to purchase Securities from the Company pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by the Company. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the offered Securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts. VALIDITY OF THE SECURITIES The validity of the Securities offered hereby will be passed upon for the Company by Coudert Brothers, New York, New York and for any underwriters by Sullivan & Cromwell, New York, New York. Andrew S. Hedden, a partner of Coudert Brothers, is a director of the Company. EXPERTS The consolidated financial statements of Scholastic Corporation appearing or incorporated by reference in the Company's Annual Report on Form 10-K for the year ended May 31, 1996 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements and financial statement schedule are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 20 ================================================================================ ================================================================================ NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY RELATED PROSPECTUS SUPPLEMENT AND/OR PRICING SUPPLEMENT IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND SUCH PROSPECTUS SUPPLEMENT AND/OR PRICING SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY SCHOLASTIC CORPORATION OR ANY UNDERWRITERS, AGENTS OR DEALERS. THIS PROSPECTUS AND ANY RELATED PROSPECTUS SUPPLEMENT AND/OR PRICING SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS AND ANY RELATED PROSPECTUS SUPPLEMENT AND/OR PRICING SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF SCHOLASTIC CORPORATION SINCE THE DATE HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE HEREOF. ------------------------ TABLE OF CONTENTS
PAGE ---- Available Information.......................... 2 Incorporation of Certain Documents by Reference.................................... 2 The Company.................................... 3 Ratio of Earnings to Fixed Charges............. 4 Use of Proceeds................................ 4 Description of Debt Securities................. 4 Description of Preferred Stock................. 16 Description of Common Stock.................... 18 Plan of Distribution........................... 20 Validity of the Securities..................... 20 Experts........................................ 20
================================================================================ ================================================================================ $150,000,000 SCHOLASTIC CORPORATION DEBT SECURITIES, PREFERRED STOCK AND COMMON STOCK ------------------------ PROSPECTUS ------------------------ , 1996 ================================================================================ ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions, are estimated as follows: Securities and Exchange Commission Registration Fee................................ $45,455 Blue Sky Qualification Fees and Expenses*.......................................... 3,000 Trustee's Fees and Expenses*....................................................... 8,000 Transfer Agent and Registrar Fees*................................................. 4,000 Legal Fees and Expenses*........................................................... 35,000 Accounting Fees and Expenses*...................................................... 35,000 Printing Expenses*................................................................. 7,000 Miscellaneous*..................................................................... 2,000 ------- Total.............................................................................. $139,455 ------- -------
- ------------------ * Estimated ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware permits indemnification of directors, officers and employees of corporations under certain conditions and subject to certain limitations. Article FIFTH of the Amended and Restated Certificate of Incorporation of the Registrant and Article VII of the By-laws of the Registrant contain provisions for the indemnification of directors, officers and employees within the limitations permitted by Section 145. ITEM 16. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION - ------ ----------------------------------------------------------------------------------------------------------- 1.1 -- Form of Underwriting Agreement for Debt Securities 1.2 -- Form of Underwriting Agreement for Preferred Stock 1.3 -- Form of Underwriting Agreement for Common Stock 1.4 -- Form of Underwriting Agreement for Convertible Securities 4.1 -- Form of Senior Indenture between the Company and Citibank, N.A. as Trustee thereunder 4.2 -- Form of Subordinated Indenture between the Company and Citibank, N.A. as Trustee thereunder 5 -- Opinion of Coudert Brothers 12 -- Computation of Ratio of Earnings to Fixed Charges 23.1 -- Consent of Ernst & Young LLP 23.2 -- Consent of Coudert Brothers (contained in Exhibit 5) 24 -- Powers of Attorney (included on pages II-3 through II-4) 25.1 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Citibank, N.A. as Trustee under the Senior Indenture 25.2 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Citibank, N.A. as Trustee under the Subordinated Indenture
II-1 ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission under Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the 'Calculation of Registration Fee' table in the effective Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933 (the 'Securities Act'), each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (the 'Exchange Act') (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim of indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, the State of New York, on the 6th day of December, 1996. SCHOLASTIC CORPORATION (Registrant) By: /s/ RICHARD ROBINSON ----------------------------- Richard Robinson Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin J. McEnery and Richard Robinson, his or her true and lawful attorneys-in-fact and agents, with full power or substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement and any exhibits thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof in connection with effecting the filing of the Registration Statement. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on December 6, 1996.
- ------------------------------------------ ---------------------------------------------- /s/RICHARD ROBINSON Director, Chairman of the Board, President and - ------------------------------------------ Chief Executive Officer (Principal Executive Richard Robinson Officer) /s/RICHARD M. SPAULDING Director and Executive Vice President - ------------------------------------------ Richard M. Spaulding /s/KEVIN J. MCENERY Executive Vice President and Chief Financial - ------------------------------------------ Officer (Principal Financial and Principal Kevin J. McEnery Accounting Officer)
II-3
- ------------------------------------------ ---------------------------------------------- /s/REBECA M. BARRERA Director - ------------------------------------------ Rebeca M. Barrera /s/HELEN V. BENHAM ---------------------------------------- Director Helen V. Benham /s/FREDERIC J. BISCHOFF Director - ------------------------------------------ Frederic J. Bischoff - ------------------------------------------ Director John Brademas /s/JOHN C. BURTON Director - ------------------------------------------ John C. Burton /s/RAMON C. CORTINES Director - ------------------------------------------ Ramon C. Cortines /s/ALONZO A. CRIM Director - ------------------------------------------ Alonzo A. Crim /s/CHARLES T. HARRIS Director - ------------------------------------------ Charles T. Harris /s/ANDREW S. HEDDEN Director - ------------------------------------------ Andrew S. Hedden /s/MAE C. JEMISON Director - ------------------------------------------ Mae C. Jemison /s/RICHARD A. KRINSLEY Director - ------------------------------------------ Richard A. Krinsley /s/JOHN G. MCDONALD Director - ------------------------------------------ John G. McDonald /s/AUGUSTUS K. OLIVER Director - ------------------------------------------ Augustus K. Oliver
II-4
EXHIBIT SEQUENTIAL NUMBER DESCRIPTION PAGE NO. - ------ ----------------------------------------------------------------------------------------------- ----------- 1.1 -- Form of Underwriting Agreement for Debt Securities 1.2 -- Form of Underwriting Agreement for Preferred Stock 1.3 -- Form of Underwriting Agreement for Common Stock 1.4 -- Form of Underwriting Agreement for Convertible Securities 4.1 -- Form of Senior Indenture between the Company and Citibank, N.A. as Trustee thereunder 4.2 -- Form of Subordinated Indenture between the Company and Citibank, N.A. as Trustee thereunder 5 -- Opinion of Coudert Brothers 12 -- Computation of Ratio of Earnings to Fixed Charges 23.1 -- Consent of Ernst & Young LLP 23.2 -- Consent of Coudert Brothers (contained in Exhibit 5) 24 -- Powers of Attorney (included on pages II-4 through II-5) 25.1 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Citibank, N.A. as Trustee under the Senior Indenture 25.2 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Citibank, N.A. as Trustee under the Subordinated Indenture



                        Scholastic Corporation

                            Debt Securities

                        Underwriting Agreement

                       -------------------------

                                                               ........, 19....


[Lead Underwriter]
[Names of Representative(s),]
[c/o Lead Underwriter]

To the Representatives of the
   several Underwriters named in the
   respective Pricing Agreements
   hereinafter described.

Ladies and Gentlemen:

     From time to time Scholastic Corporation, a Delaware corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of its debt securities (the "Securities") specified
in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities").

     The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.

     1. Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to an Underwriter or Underwriters who act without any firm
being designated as its or their representatives. This Underwriting Agreement
shall not be construed as an obligation of the Company to sell any of the
Securities or as an obligation of any of the Underwriters to purchase the
Securities. The obligation of the Company to issue and sell any of the
Securities and the obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect to the
Designated Securities specified therein. Each Pricing Agreement shall specify
the aggregate principal amount of such Designated Securities, the initial public

offering price of such Designated Securities, the purchase price to the
Underwriters of such Designated Securities, the names of the Underwriters of
such Designated 




Securities, the names of the Representatives of such Underwriters and the
principal amount of such Designated Securities to be purchased by each
Underwriter and shall set forth the date, time and manner of delivery of such
Designated Securities and payment therefor. The Pricing Agreement shall also
specify (to the extent not set forth in the Indenture and the registration
statement and prospectus with respect thereto) the terms of such Designated
Securities. A Pricing Agreement shall be in the form of an executed writing
(which may be in counterparts), and may be evidenced by an exchange of
telegraphic communications or any other rapid transmission device designed to
produce a written record of communications transmitted. The obligations of the
Underwriters under this Agreement and each Pricing Agreement shall be several
and not joint.

     2.  The Company represents and warrants to, and agrees with, each of the
Underwriters that:

             (a) A registration statement on Form S-3 (File No. 333-....) (the
         "Initial Registration Statement") in respect of the Securities has been
         filed with the Securities and Exchange Commission (the "Commission");
         such Initial Registration Statement and any post-effective amendment
         thereto, each in the form heretofore delivered or to be delivered to
         the Representatives and, excluding exhibits to such registration
         statement, but including all documents incorporated by reference in the
         prospectus contained in the such registration statement, to the
         Representatives for each of the other Underwriters, have been declared
         effective by the Commission in such form; other than a registration
         statement, if any, increasing the size of the offering (a "Rule 462(b)
         Registration Statement"), filed pursuant to Rule 462(b) under the
         Securities Act of 1933, as amended (the "Act"), which became effective
         upon filing, no other document with respect to such registration
         statement or document incorporated by reference therein has heretofore
         been filed or transmitted for filing with the Commission (other than
         prospectuses filed pursuant to Rule 424(b) of the rules and regulations
         of the Commission under the Act, each in the form heretofore delivered
         to the Representatives); and no stop order suspending the effectiveness
         of any such Initial Registration Statement, any post-effective
         amendments thereto or the Rule 462(b) Registration Statement, if any,
         has been issued and no proceeding for that purpose has been initiated
         or threatened by the Commission (any preliminary prospectus included in
         such Initial Registration Statements or filed with the Commission
         pursuant to Rule 424(a) under the Act excluding any documents or
         portions of such documents which are deemed under the rules and
         regulations of the Commission under the Act, not to be incorporated by
         reference, is hereinafter called a "Preliminary Prospectus"; the
         various parts of such Initial Registration Statement and the Rule
         462(b) Registration Statement, if any, including all exhibits thereto
         and the documents incorporated by reference in the prospectus contained

         in the registration statement at the time such part of the registration
         statement became effective but excluding Form T-1, each as amended at
         the time such part of the registration statement became effective or
         such part of the Rule 462(b) Registration Statement, if any, became or
         hereafter becomes effective, are hereinafter collectively called the
         "Registration Statement"; the prospectus relating to the Securities, in
         the form in which it has most recently been filed, or transmitted for
         filing, with the Commission on or prior to the date of this Agreement,
         being hereinafter called the "Prospectus"; any reference herein to any
         Preliminary Prospectus or the Prospectus shall be deemed to refer to
         and include the documents incorporated by reference therein pursuant to
         the applicable form under the Act, as of the date of such Preliminary
         Prospectus or Prospectus, as the case may be; any reference to any
         amendment or supplement to any Preliminary Prospectus or the Prospectus
         shall be deemed to refer to and include any documents filed after the
         date of such Preliminary Prospectus or Prospectus, as the case may be,
         under the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), and incorporated by reference in such Preliminary Prospectus or
         Prospectus, as the case may be; any reference to any amendment to the
         Initial Registration Statement shall be deemed to refer to and include
         any annual report of the Company filed pursuant to Sections 13(a) or
         15(d) of the Exchange Act after the effective date of the Initial
         Registration Statement that is incorporated by reference in the
         Registration Statement; and any reference to the Prospectus as amended
         or supplemented shall be deemed to refer to the Prospectus as amended
         or supplemented in relation to the applicable Designated Securities in
         the form first filed with the Commission pursuant to Rule 424(b) under
         the Act in accordance with Section 5(a) hereof, including any

                                       2



         documents incorporated by reference therein as of the date of such 
         filing);




             (b) The documents incorporated by reference in the Prospectus, when
         they became effective or were filed with the Commission, as the case
         may be, conformed in all material respects to the requirements of the
         Act or the Exchange Act, as applicable, and the rules and regulations
         of the Commission thereunder, and none of such documents contained an
         untrue statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading; and any further documents so filed and
         incorporated by reference in the Prospectus or any further amendment or
         supplement thereto, when such documents become effective or are filed
         with the Commission, as the case may be, will conform in all material
         respects to the requirements of the Act or the Exchange Act, as
         applicable, and the rules and regulations of the Commission thereunder
         and will not contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to

         make the statements therein not misleading; provided, however, that
         this representation and warranty shall not apply to any statements or
         omissions made in reliance upon and in conformity with information
         furnished in writing to the Company by an Underwriter of Designated
         Securities through the Representatives expressly for use in the
         Prospectus as amended or supplemented relating to such Securities;

             (c) The Registration Statement and the Prospectus conform, and any
         further amendments or supplements to the Registration Statement or the
         Prospectus will conform, in all material respects to the requirements
         of the Act and the Trust Indenture Act of 1939, as amended (the "Trust
         Indenture Act") and the rules and regulations of the Commission
         thereunder and do not and will not, as of the applicable effective date
         as to the Registration Statement and any amendment thereto and as of
         the applicable filing date as to the Prospectus and any amendment or
         supplement thereto, contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in the case of the
         Registration Statement, not misleading, or, in the case of the
         Prospectus, in light of the circumstances in which they were made, not
         misleading; provided, however, that this representation and warranty
         shall not apply to (i) that part of the Registration Statement which
         shall constitute a Trustee's Statement of Eligibility (Form T-1) under 
         the Trust Indenture Act and (ii) any statements or omissions made in 
         reliance upon and in conformity with information furnished in writing 
         to the Company by an Underwriter of Designated Securities through the 
         Representatives expressly for use in the Prospectus as amended or 
         supplemented relating to such Securities;

             (d) Neither the Company nor any of its subsidiaries has sustained
         since the date of the latest audited consolidated financial statements
         of the Company included or incorporated by reference in the Prospectus
         any material loss or interference with its business from fire,
         explosion, flood or other calamity, whether or not covered by
         insurance, or from any labor dispute or court or governmental action,
         order or decree, otherwise than as set forth or contemplated in the
         Prospectus; and, since the respective dates as of which information is
         given in the Registration Statement and the Prospectus, there has not
         been any change in the capital stock (other than upon the exercise of
         options pursuant to the Company's employee and director stock option
         plans or the exercise of conversion rights pursuant to any convertible
         debt instrument issued by the Company) or long-term debt of the Company
         or any of its subsidiaries or any material adverse change, or any
         development involving a prospective material adverse change, in or
         affecting the general affairs, management, financial position,
         stockholders' equity or results of operations of the Company and its
         subsidiaries taken as a whole, otherwise than as set forth or
         contemplated in the Prospectus;

             (e) Each of the Company and its material subsidiaries listed on
         Schedule III hereto (the "Material Subsidiaries") has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of the State of Delaware, with power and authority
         (corporate and other) to own its properties and conduct its business as

         described in the Prospectus;

                                       3



             (f) Each of the Company and its Material Subsidiaries has an
         authorized capitalization as set forth in the Prospectus, and all of
         the issued shares of capital stock of the Company have been duly and
         validly authorized and issued and are fully paid and non-assessable;

             (g) The Securities have been duly authorized, and, when Designated
         Securities are issued and delivered pursuant to this Agreement, the
         Indenture and the Pricing Agreement with respect to such Designated
         Securities, such Designated Securities will have been duly executed,
         authenticated, issued and delivered and when delivered to and paid for
         by the Underwriters pursuant to the terms of this Agreement and the
         Pricing Agreement, will constitute valid and legally binding
         obligations of the Company entitled to the benefits provided by the
         Indenture, which will be substantially in the form filed as an exhibit
         to the Registration Statement; the Indenture has been duly authorized
         and duly qualified under the Trust Indenture Act and, at the Time of
         Delivery for such Designated Securities (as defined in Section 4
         hereof), the Indenture will constitute a valid and legally binding
         instrument, enforceable in accordance with its terms, subject, as to
         enforcement, to bankruptcy, insolvency, reorganization and other laws
         of general applicability relating to or affecting creditors' rights and
         to general equity principles; and the Indenture conforms, and the
         Designated Securities will conform, to the descriptions thereof
         contained in the Prospectus as amended or supplemented with respect to
         such Designated Securities;

             (h) The issue and sale of the Securities and the compliance by the
         Company with all of the provisions of the Securities, the Indenture,
         this Agreement and any Pricing Agreement, and the consummation of the
         transactions herein and therein contemplated will not conflict with or
         result in a breach or violation of any of the terms or provisions of,
         or constitute a default under, any indenture, mortgage, deed of trust,
         loan agreement or other agreement or instrument (after giving effect to
         any amendment or waiver of the terms thereof) to which the Company or
         any of its Material Subsidiaries is a party or by which the Company or
         any of its Material Subsidiaries is bound or to which any of the
         property or assets of the Company or any of its Material Subsidiaries
         is subject, except for such breaches or violations that will not have a
         material adverse effect on the current or future financial position,
         stockholders equity or results of operations of the Company and its
         subsidiaries taken as a whole, nor will such action result in any
         violation of the provisions of the Certificate of Incorporation or
         By-laws of the Company or any statute or to the best knowledge of the
         Company, after reasonable investigation, any order, rule or regulation
         of any court or governmental agency or body having jurisdiction over
         the Company or any of its Material Subsidiaries or any of their
         properties; and to the best knowledge of the Company, after reasonable
         investigation, no consent, approval, authorization, order, registration

         or qualification of or with any such court or governmental agency or
         body is required for the issue and sale of the Securities or the
         consummation by the Company of the transactions contemplated by this
         Agreement or any Pricing Agreement or the Indenture, except such as
         have been, or will have been prior to the Time of Delivery, obtained
         under the Act and the Trust Indenture Act and such consents, approvals,
         authorizations, registrations or qualifications as may be required
         under state or foreign securities or Blue Sky laws in connection with
         the purchase and distribution of the Securities by the Underwriters;

             (i) The statements set forth in the Prospectus under the captions
         "Description of Debt Securities" and "Description of [Notes]
         [Debentures]", insofar as they purport to constitute a summary of the
         terms of the Securities, and under the captions "Plan of Distribution"
         and "Underwriting", insofar as they purport to describe the provisions
         of the laws and documents referred to therein, are accurate, complete
         and fair in all material respects;

             (j) Neither the Company nor any of its Material Subsidiaries is in
         (i) violation of its Certificate of Incorporation or By-laws or (ii) in
         default in the performance or observance of any material obligation,
         agreement, covenant or condition contained in any indenture, mortgage,
         deed of trust, loan agreement, lease or other agreement or instrument
         to which it is a party or by which it or any of its properties may be
         bound, except in the case of (ii), for such breaches or violations that
         will not have a material adverse effect on the current or 

                                       4



         future financial position, stockholders equity or results of operations
         of the Company and its subsidiaries taken as a whole;

             (k) Other than as set forth in the Prospectus, there are no legal
         or governmental proceedings pending to which the Company or any of its
         Material Subsidiaries is a party or of which any property of the
         Company or any of its Material Subsidiaries is the subject which, if
         determined adversely to the Company or any of its Material
         Subsidiaries, would individually or in the aggregate have a material
         adverse effect on the current or future consolidated financial
         position, stockholders' equity or results of operations of the Company
         and its Material Subsidiaries taken as a whole; and, to the best of the
         Company's knowledge, no such proceedings are threatened or contemplated
         by governmental authorities or threatened by others;

             (l) The Company is not and, after giving effect to the offering and
         sale of the Securities, will not be an "investment company" or an
         entity "controlled" by an "investment company", as such terms are
         defined in the Investment Company Act of 1940, as amended (the
         "Investment Company Act") required to be registered under the
         Investment Company Act;

             (m) Neither the Company nor any of its affiliates does business

         with the government of Cuba or with any person or affiliate located in
         Cuba within the meaning of Section 517.075, Florida Statutes;

             (n) Ernst & Young LLP, who have certified certain financial
         statements of the Company and its subsidiaries, are independent public
         accountants as required by the Act and the rules and regulations of the
         Commission thereunder; and

             (o) The Company and its Material Subsidiaries own and have fully
         sufficient right to use all trademarks, service marks, trade names,
         copyrights and similar rights used in the business conducted or
         proposed to be conducted by them as described in the Prospectus, except
         such rights as are not, individually or in the aggregate, materially
         important to the business conducted or proposed to be conducted by them
         as described in the Prospectus, and neither the Company nor any of its
         Material Subsidiaries has received any notice of infringement of or
         conflict with (or knows of any such infringement of or conflict with)
         asserted rights of others with respect to such trademarks, service
         marks, trade names, copyrights or similar rights, other than such
         infringements or conflicts that would not, individually or in the
         aggregate, have a material adverse effect on the business conducted or
         proposed to be conducted by the Company and its Material Subsidiaries
         as described in the Prospectus.

     3.  Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.

     4.  Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in the form specified in such Pricing
Agreement, and in such authorized denominations and registered in such names as
the Representatives may request upon at least forty-eight hours' prior notice to
the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor to the Company in
immediately available funds, all in the manner and at the place and time and
date specified in such Pricing Agreement or at such other place and time and
date as the Representatives and the Company may agree upon in writing, such time
and date being herein called the "Time of Delivery" for such Securities.

     5.  The Company agrees with each of the Underwriters of any Designated
Securities:

             (a) To prepare the Prospectus as amended or supplemented in
         relation to the applicable Designated Securities in a form approved by
         the Representatives and to file such Prospectus pursuant to Rule 424(b)
         under 

                                       5




         the Act not later than the Commission's close of business on the
         second business day following the execution and delivery of the Pricing
         Agreement relating to the applicable Designated Securities or, if
         applicable, such earlier time as may be required by Rule 424(b); to
         make no further amendment or any supplement to the Registration
         Statement or Prospectus as amended or supplemented after the date of
         the Pricing Agreement relating to such Securities and prior to the Time
         of Delivery for such Securities which shall be disapproved by the
         Representatives for such Securities promptly after reasonable notice
         thereof; to advise the Representatives promptly of any such amendment
         or supplement after such Time of Delivery and furnish the
         Representatives with copies thereof; if the Company elects to rely upon
         Rule 462(b), the Company shall file a Rule 462(b) Registration
         Statement with the Commission in compliance with Rule 462(b) by 10:00
         P.M., Washington, D.C. time, on the date of this Agreement, and the
         Company shall at the time of filing either pay to the Commission the
         filing fee for the Rule 462(b) Registration Statement or give
         irrevocable instructions for the payment of such fee pursuant to Rule
         111(b) under the Act; to file promptly all reports and any definitive
         proxy or information statements required to be filed by the Company
         with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
         the Exchange Act for so long as the delivery of a prospectus is
         required in connection with the offering or sale of such Securities,
         and during such same period to advise the Representatives, promptly
         after it receives notice thereof, of the time when any amendment to the
         Registration Statement has been filed or becomes effective or any
         supplement to the Prospectus or any amended Prospectus has been filed
         with the Commission, of the issuance by the Commission of any stop
         order or of any order preventing or suspending the use of any
         prospectus relating to the Securities, of the suspension of the
         qualification of such Securities for offering or sale in any
         jurisdiction, of the initiation or threatening of any proceeding for
         any such purpose, or of any request by the Commission for the amending
         or supplementing of the Registration Statement or Prospectus or for
         additional information; and, in the event of the issuance of any such
         stop order or of any such order preventing or suspending the use of any
         prospectus relating to the Securities or suspending any such
         qualification, to promptly use its best efforts to obtain the
         withdrawal of such order;

             (b) Promptly from time to time to take such action as the
         Representatives may reasonably request to qualify such Securities for
         offering and sale under the securities laws of such jurisdictions as
         the Representatives may request and to comply with such laws so as to
         permit the continuance of sales and dealings therein in such
         jurisdictions for as long as may be necessary to complete the
         distribution of such Securities, provided that in connection therewith
         the Company shall not be required to qualify as a foreign corporation
         or to file a general consent to service of process in any jurisdiction;

             (c) Prior to 10:00 a.m., New York City time, on the New York
         Business Day next succeeding the date of this Agreement and from time
         to time, to furnish the Underwriters with copies of the Prospectus as
         amended or supplemented in New York City in such quantities as the

         Representatives may from time to time reasonably request, and, if the
         delivery of a prospectus is required at any time in connection with the
         offering or sale of the Securities and if at such time any event shall
         have occurred as a result of which the Prospectus as then amended or
         supplemented would include an untrue statement of a material fact or
         omit to state any material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made when such Prospectus is delivered, not misleading, or, if for
         any other reason it shall be necessary during such same period to amend
         or supplement the Prospectus or to file under the Exchange Act any
         document incorporated by reference in the Prospectus in order to comply
         with the Act, the Exchange Act or the Trust Indenture Act, to notify
         the Representatives and upon their request to file such document and to
         prepare and furnish without charge to each Underwriter and to any
         dealer in securities as many copies as the Representatives may from
         time to time reasonably request of an amended Prospectus or a
         supplement to the Prospectus which will correct such statement or
         omission or effect such compliance;

             (d) To make generally available to its securityholders as soon as
         practicable, but in any event not later

                                       6



         than eighteen months after the effective date of the Registration 
         Statement (as defined in Rule 158(c) under the Act), an earnings 
         statement of the Company and its subsidiaries (which need not be 
         audited) complying with Section 11(a) of the Act and the rules and 
         regulations of the Commission thereunder (including, at the option of
         the Company, Rule 158); and

             (e) During the period beginning from the date of the Pricing
         Agreement for such Designated Securities and continuing to and
         including the later of (i) the termination of trading restrictions for
         such Designated Securities, as notified to the Company by the
         Representatives and (ii) the Time of Delivery for such Designated
         Securities, not to offer, sell, contract to sell or otherwise dispose
         of any debt securities of the Company which mature more than one year
         after such Time of Delivery and which are substantially similar to such
         Designated Securities, without the prior written consent of the
         Representatives;

     6.  The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or producing any Agreement
among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any
Blue Sky and Legal Investment Memoranda, closing documents (including any

compilations thereof) and any other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iii) all expenses in connection
with the qualification of the Securities for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and Legal Investment Surveys;
(iv) any fees charged by securities rating services for rating the Securities;
(v) any filing fees incident to, and the fees and disbursements of counsel for
the Underwriters in connection with, any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (vi) the cost of preparing the Securities; (vii) the fees and
expenses of any Trustee and any agent of any Trustee and the fees and
disbursements of counsel for any Trustee in connection with any Indenture and
the Securities; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 8 and 11 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.

     7.  The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

             (a) The Prospectus as amended or supplemented in relation to the
         applicable Designated Securities shall have been filed with the
         Commission pursuant to Rule 424(b) within the applicable time period
         prescribed for such filing by the rules and regulations under the Act
         and in accordance with Section 5(a) hereof; if the Company has elected
         to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall
         have become effective by 10:00 p.m., Washington, D.C. time, on the date
         of this Agreement. No stop order suspending the effectiveness of the
         Registration Statement or any part thereof shall have been issued and
         no proceeding for that purpose shall have been initiated or threatened
         by the Commission; and all requests for additional information on the
         part of the Commission shall have been complied with to the
         Representatives' reasonable satisfaction;

             (b) Sullivan & Cromwell, counsel for the Underwriters, shall have
         furnished to the Representatives such

                                       7



         opinion or opinions dated such Time of Delivery, with respect to the 
         incorporation of the Company, the validity of the Indenture, the 

         Securities, the Registration Statement, the Prospectus and such other 
         related matters as the Representatives may reasonably request, and 
         such counsel shall have received such papers and information as they 
         may reasonably request to enable them to pass upon such matters;

             (c) Coudert Brothers, counsel for the Company, shall have furnished
         to the Representatives, their written opinion or opinions (a draft of
         each such opinion is attached as Annex II(a) hereto) dated the Time of
         Delivery for such Designated Securities, in form and substance
         satisfactory to the Representatives, to the effect that:

                      (i) Each of the Company and its material domestic
                  subsidiaries listed on Schedule III hereto (the "Material
                  Domestic Subsidiaries") has been duly incorporated and is
                  validly existing as a corporation in good standing under the
                  laws of the State of Delaware; and all of the issued shares of
                  capital stock of each such subsidiary have been duly and
                  validly authorized and issued, are fully paid and
                  non-assessable, and (except for directors' qualifying shares
                  and except as otherwise set forth in the Prospectus) are owned
                  directly or indirectly by the Company, free and clear of all
                  liens, encumbrances, equities or claims (such counsel being
                  entitled to rely in respect of the opinion in this clause upon
                  opinions of local counsel and in respect of matters of fact
                  upon certificates of officers of the Company or its
                  subsidiaries, provided that such counsel shall state that they
                  believe that both the Representatives and they are justified
                  in relying upon such opinions and certificates to the same
                  extent as such counsel);

                      (ii) The Company has an authorized capitalization as set
                  forth in the Prospectus as amended or supplemented (giving
                  effect to the assumptions set forth therein) and all of the
                  issued shares of capital stock of the Company have been duly
                  and validly authorized and issued and are fully paid and
                  non-assessable;

                      (iii) To the best of such counsel's knowledge and other
                  than as set forth in the Prospectus, there are no legal or
                  governmental proceedings pending to which the Company or any
                  of its Material Domestic Subsidiaries is a party or of which
                  any property of the Company or any of its subsidiaries is the
                  subject which, if determined adversely to the Company or any
                  of its subsidiaries, would individually or in the aggregate
                  have a material adverse effect on the current or future
                  consolidated financial position, stockholders' equity or
                  results of operations of the Company and its subsidiaries;
                  and, to the best of such counsel's knowledge, no such
                  proceedings are threatened or contemplated by governmental
                  authorities or threatened by others;

                      (iv) This Agreement and the Pricing Agreement with respect
                  to the Designated Securities have been duly authorized,
                  executed and delivered by the Company;


                      (v) Scholastic Inc. is the registered owner of the
                  trademark "Scholastic"; to the best of such counsel's
                  knowledge neither the Company nor any of its Material Domestic
                  Subsidiaries has received any notice of infringement of or
                  conflict with (or knows of any such infringement of or
                  conflict with) asserted rights of others with respect to such
                  trademark;

                      (vi) The Designated Securities have been duly authorized,
                  executed, authenticated, issued and delivered by the Company
                  and constitute valid and legally binding obligations of the
                  Company entitled to the benefits provided by the Indenture;
                  and the Designated Securities and the Indenture conform to the
                  descriptions thereof in the Prospectus as amended or
                  supplemented;

                      (vii) The Indenture has been duly authorized, executed and
                  delivered by the parties thereto and constitutes a valid and
                  legally binding instrument, enforceable in accordance with its
                  terms, subject, as to enforcement, to bankruptcy, insolvency,
                  reorganization and other laws of general applicability
                  relating 

                                                       8



                  to or affecting creditors' rights and to general
                  equity principles; and the Indenture has been duly qualified
                  under the Trust Indenture Act;

                      (viii) The issue and sale of the Designated Securities and
                  the compliance by the Company with all of the provisions of
                  the Designated Securities, the Indenture, this Agreement and
                  the Pricing Agreement with respect to the Designated
                  Securities and the consummation of the transactions herein and
                  therein contemplated will not conflict with or result in a
                  breach or violation of any of the terms or provisions of, or
                  constitute a default under, any indenture, mortgage, deed of
                  trust, loan agreement or other agreement or instrument (after
                  giving effect to any amendment or waiver of the terms thereof)
                  known to such counsel to which the Company is a party or by
                  which the Company is bound or to which any of the property or
                  assets of the Company is subject, except for such breaches or
                  violations that will not have a material adverse effect on the
                  current or future financial position, stockholders equity or
                  results of operations of the Company and its subsidiaries
                  taken as a whole, nor will such actions result in any
                  violation of the provisions of the Certificate of
                  Incorporation or By-laws of the Company or any statute or to
                  the best knowledge of the Company, after reasonable
                  investigation, any order, rule or regulation known to such
                  counsel of any court or governmental agency or body having

                  jurisdiction over the Company or any of its properties;

                      (ix) No consent, approval, authorization, order,
                  registration or qualification of or with any such court or
                  governmental agency or body is required to be obtained or made
                  under the Federal laws of the United States of America, the
                  laws of the State of New York or the General Corporation Law
                  of the State of Delaware for the issue and sale of the
                  Designated Securities or the consummation by the Company of
                  the transactions contemplated by this Agreement or such
                  Pricing Agreement or the Indenture, except such as have been
                  obtained under the Act or the Exchange Act, or the rules and
                  regulations thereunder, or the by-laws and rules of the
                  National Association of Securities Dealers, Inc., and the
                  Trust Indenture Act and such consents, approvals,
                  authorizations, orders, registrations or qualifications as may
                  be required under state securities or Blue Sky laws in
                  connection with the purchase and distribution of the
                  Designated Securities by the Underwriters;

                      (x) Neither the Company nor any of its subsidiaries is (i)
                  in violation of its By-laws or Certificate of Incorporation or
                  (ii) in default in the performance or observance of any
                  material obligation, agreement, covenant or condition
                  contained in any contract, indenture, mortgage, loan
                  agreement, note, lease or other instrument (after giving
                  effect to any amendment or waiver of the terms thereof) to
                  which the Company or any of its Material Subsidiaries is a
                  party or by which it or any of its properties may be bound,
                  except, in the case of (ii) for such breaches or violations
                  that will not have a material adverse effect on the current or
                  future financial position, stockholders equity or results of
                  operations of the Company and its subsidiaries taken as a
                  whole;

                      (xi) The statements set forth in the Prospectus under the
                  captions "Description of Debt Securities", and Description of
                  [Notes] [Debentures]" insofar as they purport to constitute a
                  summary of the terms of the Stock[, under the caption
                  ["Taxation"],] insofar as they purport to describe the
                  provisions of the laws and documents referred to therein, are
                  accurate, complete and fair in all material respects;

                      (xii) The Company is not an "investment company" or an
                  entity "controlled" by an "investment company", as such terms
                  are defined in the Investment Company Act required to be
                  registered as such;

                      (xiii) The documents incorporated by reference in the
                  Prospectus as amended or supplemented (other than the
                  financial statements and related schedules therein, as to
                  which such counsel need express no opinion), when they became
                  effective or were filed with the Commission, as the case may


                                                       9



                  be, complied as to form in all material respects with the
                  requirements of the Act or the Exchange Act, as applicable,
                  and the rules and regulations of the Commission thereunder;
                  and such counsel has no reason to believe that any of such 
                  documents, when they became effective or were so filed, as 
                  the case may be, contained, in the case of a registration 
                  statement which became effective under the Act, an untrue 
                  statement of a material fact or omitted to state a material 
                  fact required to be stated therein or necessary to make the 
                  statements therein not misleading, or, in the case of other 
                  documents which were filed under the Act or the Exchange Act 
                  with the Commission, an untrue statement of a material fact 
                  or omitted to state a material fact necessary in order to 
                  make the statements therein, not misleading; and

                      (xiv)The Registration Statement and the Prospectus as
                  amended or supplemented and any further amendments and
                  supplements thereto made by the Company prior to the Time of
                  Delivery for the Designated Securities (other than the
                  financial statements and related schedules therein, as to
                  which such counsel need express no opinion) comply as to form
                  in all material respects with the requirements of the Act and
                  the Trust Indenture Act and the rules and regulations
                  thereunder; although they do not assume any responsibility for
                  the accuracy, completeness or fairness of the statements
                  contained in the Registration Statement or the Prospectus,
                  except for those referred to in the opinion in subsection (xi)
                  of this Section 7(c), and in giving its opinion required by
                  this Section 7(c), such counsel shall additionally state that
                  nothing has come to its attention to lead it to believe that,
                  as of its effective date, the Registration Statement or any
                  further amendment thereto made by the Company prior to the
                  Time of Delivery (other than the financial statements and
                  related schedules therein, as to which such counsel need
                  express no opinion) contained an untrue statement of a
                  material fact or omitted to state a material fact required to
                  be stated therein or necessary to make the statements therein
                  not misleading or that, as of its date, the Prospectus as
                  amended or supplemented or any further amendment or supplement
                  thereto made by the Company prior to the Time of Delivery
                  (other than the financial statements and related schedules
                  therein, as to which such counsel need express no opinion)
                  contained an untrue statement of a material fact or omitted to
                  state a material fact necessary to make the statements therein
                  not misleading or that, as of the Time of Delivery, either the
                  Registration Statement or the Prospectus as amended or
                  supplemented or any further amendment or supplement thereto
                  made by the Company prior to the Time of Delivery (other than
                  the financial statements and related schedules therein, as to
                  which such counsel need express no opinion) contains an untrue

                  statement of a material fact or omits to state a material fact
                  necessary to make the statements therein not misleading; and
                  they do not know of any amendment to the Registration
                  Statement required to be filed or any contracts or other
                  documents of a character required to be filed as an exhibit to
                  the Registration Statement or required to be incorporated by
                  reference into the Prospectus as amended or supplemented or
                  required to be described in the Registration Statement or the
                  Prospectus as amended or supplemented which are not filed or
                  incorporated by reference or described as required;

                            In giving its opinion required by this Section 7(c),
                  such counsel may state that such opinion described above is
                  limited to the Federal laws of the United States of America,
                  the laws of the States of New York and California and the
                  General Corporation Law of the State of Delaware.

             (d) At 10:00 a.m., New York City time, on the Business day
         preceding the date of the Pricing Agreement for such Designated
         Securities and at the Time of Delivery for such Designated Securities,
         Ernst & Young LLP, who have certified the financial statements of the
         Company and its subsidiaries included or incorporated by reference in
         the Registration Statement shall have furnished to the Representatives
         a letter, dated the effective date of the Registration Statement or the
         date of the most recent report filed with the Commission containing
         financial statements and incorporated by reference in the Registration
         Statement, if the date of such 

                                      10


         report is later than such effective date, and a letter dated such Time
         of Delivery, respectively, to the effect set forth in Annex II hereto,
         and with respect to such letter dated such Time of Delivery, as to 
         such other matters as the Representatives may reasonably request and 
         in form and substance satisfactory to the Representatives;

             (e) (i) Neither the Company nor any of its subsidiaries shall have
         sustained since the date of the latest audited consolidated financial
         statements of the Company included or incorporated by reference in the
         Prospectus as amended prior to the date of the Pricing Agreement
         relating to the Designated Securities any loss or interference with its
         business from fire, explosion, flood or other calamity, whether or not
         covered by insurance, or from any labor dispute or court or
         governmental action, order or decree, otherwise than as set forth or
         contemplated in the Prospectus as amended prior to the date of the
         Pricing Agreement relating to the Designated Securities, and (ii) since
         the respective dates as of which information is given in the Prospectus
         as amended prior to the date of the Pricing Agreement relating to the
         Designated Securities there shall not have been any change in the
         capital stock (other than upon the exercise of options pursuant to the
         Company's employee and director stock option plans) or long-term debt
         of the Company or any of its Material Subsidiaries or any change, or
         any development involving a prospective change, in or affecting the

         general affairs, management, financial position, stockholders' equity
         or results of operations of the Company and its Material Subsidiaries,
         otherwise than as set forth or contemplated in the Prospectus as
         amended prior to the date of the Pricing Agreement relating to the
         Designated Securities, the effect of which, in any such case described
         in Clause (i) or (ii), is in the judgment of the Representatives so
         material and adverse as to make it impracticable or inadvisable to
         proceed with the public offering or the delivery of the Designated
         Securities on the terms and in the manner contemplated in the
         Prospectus as first amended or supplemented relating to the Designated
         Securities;

             (f) On or after the date of the Pricing Agreement relating to the
         Designated Securities (i) no downgrading shall have occurred in the
         rating accorded the Company's debt securities or preferred stock by any
         "nationally recognized statistical rating organization", as that term
         is defined by the Commission for purposes of Rule 436(g)(2) under the
         Act, and (ii) no such organization shall have publicly announced that
         it has under surveillance or review, with possible negative
         implications, its rating of any of the Company's debt securities or
         preferred stock;

             (g) On or after the date of the Pricing Agreement relating to the
         Designated Securities there shall not have occurred any of the
         following: (i) a suspension or material limitation in trading in
         securities generally on the New York Stock Exchange or on NASDAQ;(ii) a
         suspension or material limitation in trading in the Company's
         securities on NASDAQ; (iii) a general moratorium on commercial banking
         activities declared by either Federal or New York State authorities; or
         (iv) the outbreak or escalation of hostilities involving the United
         States or the declaration by the United States of a national emergency
         or war, or (v) a change in national or international political,
         financial, or economic conditions or currency exchange rates or
         controls if the effect of any such event specified in clauses (iv) or
         (v) in the judgment of the Representatives makes it impracticable or
         inadvisable to proceed with the public offering or the delivery of the
         Designated Securities on the terms and in the manner contemplated in
         the Prospectus as first amended or supplemented relating to the
         Designated Securities;

             (h) The Company shall have complied with the provisions of Section
         5(c) hereof with respect to the furnishing of Prospectuses on the New
         York Business Day next succeeding the date of this Agreement; and,

             (i) The Company shall have furnished or caused to be furnished to
         the Representatives at the Time of Delivery for the Designated
         Securities a certificate or certificates of officers of the Company
         satisfactory to the Representatives as to the accuracy of the
         representations and warranties of the Company herein at and as of such
         Time of Delivery, as to the performance by the Company of all of its
         obligations hereunder to be performed at or prior to such Time of
         Delivery, as to the matters set forth in subsections (a) and (e) of
         this Section and as to such other matters as the Representatives may
         reasonably request;


                                      11



     8.  (a)  The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
periodically reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any other
prospectus relating to the Securities, or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter of Designated Securities through [Lead Underwriter]
expressly for use in the Prospectus as amended or supplemented relating to such
Securities.

     (b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred.

     (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party

shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. Each indemnified party will cooperate fully with respect
to all aspects of any matter to which indemnification is being sought. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the 

                                      12



indemnified party from all liability arising out of such action or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act, by or on behalf of any indemnified party. An indemnifying
party shall not be required to indemnify an indemnified party for the amount
paid or payable by the indemnified party in the settlement of any claim, action,
proceeding or investigation undertaken without the prior written consent of the
indemnifying party, which consent shall not be unreasonably withheld.

     (d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Designated Securities
on the other from the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect thereof) relates. If, however,
the allocation provided by the immediately preceding sentence is not permitted
by applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated

Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the applicable Designated Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the Underwriters
of Designated Securities in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations with respect to such
Securities and not joint.

     (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

     9.  (a) If any Underwriter shall default in its obligation to purchase the
Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their 

                                      13





discretion arrange for themselves or another party or other parties to purchase
such Designated Securities on the terms contained herein. If within thirty-six
hours after such default by any Underwriter the Representatives do not arrange
for the purchase of such Designated Securities, then the Company shall be
entitled to a further period of thirty-six hours within which to procure another
party or other parties satisfactory to the Representatives to purchase such
Designated Securities on such terms. In the event that, within the respective
prescribed period, the Representatives notify the Company that they have so
arranged for the purchase of such Designated Securities, or the Company notifies
the Representatives that it has so arranged for the purchase of such Designated
Securities, the Representatives or the Company shall have the right to postpone
the Time of Delivery for such Designated Securities for a period of not more
than seven days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if such person had
originally been a party to the Pricing Agreement with respect to such Designated
Securities.

     (b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Securities which such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

     (c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

     10. The respective indemnities, agreements, representations, warranties and

other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

     11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Sections 6 and 8 hereof; but, if for any other reason
Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company agrees to reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees, disbursements and expenses of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of such Designated Securities, not so delivered, but the
Company shall then be under no further liability to any Underwriter 

                                       14




with respect to such Designated Securities except as provided in Sections 6 and
8 hereof.

     12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

     All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement: Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at [address of
Representative(s)] which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

     13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Sections 8 and 10 hereof, the officers and directors of the Company
and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities

from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

     14. Time shall be of the essence of each Pricing Agreement.  As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C.  is open for business.

     15. This Agreement and each Pricing Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

     16. This Agreement and each Pricing Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.



                                      15




     If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and for each of the Representatives plus one
for each counsel counterparts hereof.

                                      Very truly yours,

                                      Scholastic Corporation

                                      By: .....................................
                                          Name:

                                          Title:

[Accepted as of the date hereof:

[Name of Lead Underwriter]
[Name(s) of Representative(s)]]


[By:].....................................................
              (Name of Lead Underwriter]
   
[[Name(s) of Co-Representative Corporation(s)]

By: ......................................................
    Name:

    Title:

    .....................................................
             [(Name(s) of Co-Representative
                    Partnership(s)]


                                      16





                                                                         ANNEX I

                               Pricing Agreement

[Name of Lead Underwriter]
[Names of Co-Representative(s)]
   As Representatives of the several
     Underwriters named in Schedule I hereto,
[Name of Lead Underwriter]

                                                                          , 19..

Ladies and Gentlemen:

     Scholastic Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated . . . . . . . . . . . ., 19 . . (the "Underwriting Agreement"),
[between the Company on the one hand and [(the Representatives named therein)]
on the other hand], to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities").  Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement.  Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you.  Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined.  The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.

     An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.

     Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,

the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.

     If the foregoing is in accordance with your understanding, please sign and
return to us ________________________________________________________
counterparts hereof, and upon acceptance hereof by you, on behalf of each of the
Underwriters, this letter and such acceptance hereof, including the provisions
of the Underwriting Agreement incorporated herein by reference, shall constitute
a binding agreement between each of the





Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of which
shall be submitted to the Company for examination upon request, but without
warranty on the part of the Representatives as to the authority of the signers
thereof.

                                      Very truly yours,

                                      Scholastic Corporation

                                      By: .....................................
                                          Name:

                                          Title:

Accepted as of the date hereof:

[Name of Lead Underwriter]
[Name(s) of Co-Representative(s)]

[By:]....................................................
               (Name of Lead Underwriter)

[[Name(s) of Co-Representative Corporation(s)]

By:......................................................
     Name:

     Title:

     ....................................................
               [(Name(s) of Co-Representative
                        Partnership(s))]

             On behalf of each of the Underwriters


                                       2





                                  SCHEDULE I

                                                                 Principal
                                                                 Amount of
                                                                 Designated
                                                                 Securities
                                                                   to be
                                      Underwriter                Purchased
                                      -----------                ----------
[Lead Underwriter]                                             $
[Name(s) of Representative(s)]

[Names of other Underwriters]

Total                                                          $


                                       3






                                  SCHEDULE II

Title of Designated Securities:

       [  %] [Floating Rate] [Zero Coupon] [Notes]
       [Debentures] due                        ,

Aggregate principal amount:
       [$]

Price to Public:

           % of the principal amount of the Designated Securities, plus accrued
interest[, if any,] from          to [and accrued amortization[, if any,] from 
        to           ]

Purchase Price by Underwriters:

                % of the principal amount of the Designated Securities, plus 
accrued interest from         to          [and accrued amortization[, if any,] 
from                to                    ]

Form of Designated Securities:

       [Definitive form to be made available for checking and packaging at least
       twenty-four hours prior to the Time of Delivery at the office of [The
       Depository Trust Company or its designated custodian] [the
       Representatives]]

       [Book-entry only form represented by one or more global securities
       deposited with The Depository Trust Company ("DTC") or its designated
       custodian, to be made available for checking by the Representatives at
       least twenty-four hours prior to the Time of Delivery at the office of
       DTC.]

Specified funds for payment of purchase price:

       [Federal (same day)][New York] Clearing House (next day)] funds

Time of Delivery:

         a.m. (New York City time),                      , 19

Indenture:

       Indenture dated                    , 19         , between the Company 
and                  , as Trustee

Maturity:


Interest Rate:

       [   %] [Zero Coupon] [See Floating Rate Provisions]

Interest Payment Dates:

       [months and dates, commencing ....................., 19..]

Redemption Provisions:

       [No provisions for redemption]

       [The Designated Securities may be redeemed, otherwise than through the
       sinking fund, in whole or in part at the option of the Company, in the
       amount of [$ ] or an integral multiple thereof,

                                       4



       [on or after       ,     at the following redemption prices (expressed in
       percentages of principal amount).  If [redeemed on or before        , 
         %, and if] redeemed during the 12-month period beginning,

                                                  Redemption
               Year                                  Price
               ----                                  -----

       and thereafter at 100% of their principal amount, together in each case
       with accrued interest to the redemption date.]

       [on any interest payment date falling on or after , , at the election of
       the Company, at a redemption price equal to the principal amount thereof,
       plus accrued interest to the date of redemption.]]

       [Other possible redemption provisions, such as mandatory redemption upon
       occurrence of certain events or redemption for changes in tax law]

       [Restriction on refunding]

Sinking Fund Provisions:

       [No sinking fund provisions]

       [The Designated Securities are entitled to the benefit of a sinking fund
       to retire [$          ] principal amount of Designated Securities on 
               in each of the years          through             at 100% of 
       the ir principal amount plus accrued interest[, together with 
       [cumulative] [noncumulative] redemptions at the option of the Company 
       to retire an additional [$ ] principal amount of Designated Securities 
       in the years through at 100% of their principal amount plus accrued 
       interest.]

       [If Designated Securities are extendable debt securities, insert--


Extendable provisions:

       Designated Securities are repayable on , [insert date and years], at the
       option of the holder, at their principal amount with accrued interest.
       The initial annual interest rate will be %, and thereafter the annual
       interest rate will be adjusted on , and to a rate not less than % of the
       effective annual interest rate on U.S. Treasury obligations with -year
       maturities as of the [insert date 15 days prior to maturity date] prior
       to such [insert maturity date].]

       [If Designated Securities are floating rate debt securities, insert--

Floating rate provisions:

       Initial annual interest rate will be       % through          [and 
       thereafter will be adjusted [monthly] [on each             ,         ,
              and       ] [to an annual rate of      % above the average rate 
       for           -year [month][securities][certificates of deposit] issued
       by                                                      and        
       [insert names of banks].] [and the annual interest rate [thereafter] 
      [from            through          ] will be the interest yield equivalent
      of the weekly average per annum market discount rate for -month Treasury 
      bills plus       % of Interest Differential (the excess, if any, of (i) 
      the then current weekly average per annum secondary market yield for 
           -month certificates of deposit over (ii) the then current interest 
      yield equivalent of the weekly average per annum market discount rate for
           -month Treasury bills); [from        and thereafter the rate will be
      the then current interest yield equivalent plus % of Interest 
      Differential].]

Defeasance provisions:

                                       5




Closing location for delivery of Designated Securities:

Additional Closing Conditions:










Names and addresses of Representatives:

     Designated Representatives:


     Address for Notices, etc.:

[Other Terms]:

                                       6





                                 SCHEDULE III

                             Material Subsidiaries
                             ---------------------


Material Domestic Subsidiaries

                  Scholastic Inc.
                  Scholastic Book Fairs, Inc.
                  California School Book Fairs, Inc.
                  Scholastic Book Clubs, Inc.
                  Scholastic Productions, Inc.
                  Scholastic Trumpet Book Clubs, Inc.


Material Foreign Subsidiaries

                  Scholastic Australia Pty. Ltd.
                  Scholastic Canada Ltd.
                  Scholastic New Zealand Ltd.
                  Scholastic Ltd.

                                       7





                                                                        ANNEX II

     Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

             (i) They are independent certified public accountants with respect
         to the Company and its subsidiaries within the meaning of the Act and
         the applicable published rules and regulations thereunder;

             (ii) In their opinion, the financial statements and any
         supplementary financial information and schedules audited (and, if
         applicable, financial forecasts and/or pro forma financial information)
         examined by them and included or incorporated by reference in the
         Registration Statement or the Prospectus comply as to form in all
         material respects with the applicable accounting requirements of the
         Act or the Exchange Act, as applicable, and the related published rules
         and regulations thereunder; and, if applicable, they have made a review
         in accordance with standards established by the American Institute of
         Certified Public Accountants of the consolidated interim financial
         statements, selected financial data, pro forma financial information,
         financial forecasts and/or condensed financial statements derived from
         audited financial statements of the Company for the periods specified
         in such letter, as indicated in their reports thereon, copies of which
         have been separately furnished to the representative or representatives
         of the Underwriters (the "Representatives") such term to include an
         Underwriter or Underwriters who act without any firm being designated
         as its or their representatives [and are attached hereto];

             (iii) They have made a review in accordance with standards
         established by the American Institute of Certified Public Accountants
         of the unaudited condensed consolidated statements of income,
         consolidated balance sheets and consolidated statements of cash flows
         included in the Prospectus and/or included in the Company's quarterly
         report on Form 10-Q incorporated by reference into the Prospectus as
         indicated in their reports thereon copies of which [have been
         separately furnished to the Representatives][are attached hereto]; and
         on the basis of specified procedures including inquiries of officials
         of the Company who have responsibility for financial and accounting
         matters regarding whether the unaudited condensed consolidated
         financial statements referred to in paragraph (vi)(A)(i) below comply
         as to form in all material respects with the applicable accounting
         requirements of the Act and the Exchange Act and the related published
         rules and regulations, nothing came to their attention that caused them
         to believe that the unaudited condensed consolidated financial
         statements do not comply as to form in all material respects with the
         applicable accounting requirements of the Act and the Exchange Act and
         the related published rules and regulations;

             (iv) The unaudited selected financial information with respect to
         the consolidated results of operations and financial position of the

         Company for the five most recent fiscal years included in the
         Prospectus and included or incorporated by reference in Item 6 of the
         Company's Annual Report on Form 10-K for the most recent fiscal year
         agrees with the corresponding amounts (after restatement where
         applicable) in the audited consolidated financial statements for five
         such fiscal years which were included or incorporated by reference in
         the Company's Annual Reports on Form 10-K for such fiscal years;

             (v) They have compared the information in the Prospectus under
         selected captions with the disclosure requirements of Regulation S-K
         and on the basis of limited procedures specified in such letter nothing
         came to their attention as a result of the foregoing procedures that
         caused them to believe that this information does not conform in all
         material respects with the disclosure requirements of Items 301, 302,
         402 and 503(d), respectively, of Regulation S-K;

             (vi) On the basis of limited procedures, not constituting an
         examination in accordance with generally accepted auditing standards,
         consisting of a reading of the unaudited financial statements and other
         information referred to below, a reading of the latest available
         interim financial statements of the Company and its subsidiaries,
         inspection of the minute books of the Company and its subsidiaries
         since the date of the latest audited financial statements included or
         incorporated by reference in the Prospectus, inquiries of officials of
         the Company and its subsidiaries responsible for financial and
         accounting matters and such other inquiries and






         procedures as may be specified in such letter, nothing came to their
         attention that caused them to believe that:

                      (A) (i) the unaudited condensed consolidated statements of
                  income, consolidated balance sheets and consolidated
                  statements of cash flows included in the Prospectus and/or
                  included or incorporated by reference in the Company's
                  Quarterly Reports on Form 10-Q incorporated by reference in
                  the Prospectus do not comply as to form in all material
                  respects with the applicable accounting requirements of the
                  Exchange Act and the related published rules and regulations,
                  or (ii) any material modifications should be made to the
                  unaudited condensed consolidated statements of income,
                  consolidated balance sheets and consolidated statements of
                  cash flows included in the Prospectus or included in the
                  Company's Quarterly Reports on Form 10-Q incorporated by
                  reference in the Prospectus for them to be in conformity with
                  generally accepted accounting principles;

                      (B) any other unaudited income statement data and balance
                  sheet items included in the Prospectus do not agree with the
                  corresponding items in the unaudited consolidated financial

                  statements from which such data and items were derived, and
                  any such unaudited data and items were not determined on a
                  basis substantially consistent with the basis for the
                  corresponding amounts in the audited consolidated financial
                  statements included or incorporated by reference in the
                  Company's Annual Report on Form 10-K for the most recent
                  fiscal year;

                      (C) the unaudited financial statements which were not
                  included in the Prospectus but from which were derived the
                  unaudited condensed financial statements referred to in clause
                  (A) and any unaudited income statement data and balance sheet
                  items included in the Prospectus and referred to in Clause (B)
                  were not determined on a basis substantially consistent with
                  the basis for the audited financial statements included or
                  incorporated by reference in the Company's Annual Report on
                  Form 10-K for the most recent fiscal year;

                      (D) any unaudited pro forma consolidated condensed
                  financial statements included or incorporated by reference in
                  the Prospectus do not comply as to form in all material
                  respects with the applicable accounting requirements of the
                  Act and the published rules and regulations thereunder or the
                  pro forma adjustments have not been properly applied to the
                  historical amounts in the compilation of those statements;

                      (E) as of a specified date not more than five days prior
                  to the date of such letter, there have been any changes in the
                  consolidated capital stock (other than issuances of capital
                  stock upon exercise of options and stock appreciation rights,
                  upon earn-outs of performance shares and upon conversions of
                  convertible securities, in each case which were outstanding on
                  the date of the latest balance sheet included or incorporated
                  by reference in the Prospectus) or any increase in the
                  consolidated long-term debt of the Company and its
                  subsidiaries, or any decreases in consolidated net current
                  assets or stockholders' equity or other items specified by the
                  Representatives, or any increases in any items specified by
                  the Representatives, in each case as compared with amounts
                  shown in the latest balance sheet included or incorporated by
                  reference in the Prospectus, except in each case for changes,
                  increases or decreases which the Prospectus discloses have
                  occurred or may occur or which are described in such letter;
                  and

                      (F) for the period from the date of the latest financial
                  statements included or incorporated by reference in the
                  Prospectus to the specified date referred to in Clause (E)
                  there were any decreases in consolidated net revenues or
                  operating profit or the total or per share amounts of
                  consolidated net income or other items specified by the
                  Representatives, or any increases in any items specified by
                  the Representatives, in each case as compared with the
                  comparable period of the preceding year and with any other

                  period of corresponding length specified by the
                  Representatives, except in each case for

                                       2



                  increases or decreases which the Prospectus discloses have 
                  occurred or may occur or which are described in such letter;
                  and

             (vii) In addition to the audit referred to in their report(s)
         included or incorporated by reference in the Prospectus and the limited
         procedures, inspection of minute books, inquiries and other procedures
         referred to in paragraphs (iii) and (vi) above, they have carried out
         certain specified procedures, not constituting an audit in accordance
         with generally accepted auditing standards, with respect to certain
         amounts, percentages and financial information specified by the
         Representatives which are derived from the general accounting records
         of the Company and its subsidiaries, which appear in the Prospectus
         (excluding documents incorporated by reference), or in Part II of, or
         in exhibits and schedules to, the Registration Statement specified by
         the Representatives or in documents incorporated by reference in the
         Prospectus specified by the Representatives, and have compared certain
         of such amounts, percentages and financial information with the
         accounting records of the Company and its subsidiaries and have found
         them to be in agreement.

     All references in this Annex II to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of the date of the letter delivered on
the date of the Pricing Agreement for purposes of such letter and to the
Prospectus as amended or supplemented (including the documents incorporated by
reference therein) in relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of Delivery for such Designated
Securities.





                        Scholastic Corporation

                            Preferred Stock

                       (par value $1 per share)


                       -------------------------


                        Underwriting Agreement

                                                                      , 19..


[Name(s) of Representative(s),]

To  the Representatives of the several 
    Underwriters named in the respective 
    Pricing Agreements hereinafter described.

Ladies and Gentlemen:

         From time to time Scholastic Corporation, a Delaware corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain shares of its Preferred Stock, par value $1 per share
(the "Shares"). The shares of Preferred Stock are referred to as the "Firm
Shares" with respect to such Pricing Agreement and the shares of Preferred Stock
represented by such Pricing Agreement are referred to as the shares of
"Designated Preferred Stock" with respect to such Pricing Agreement. If
specified in such Pricing Agreement, the Company may grant the Underwriters the
right to purchase at their election an additional number of shares of Preferred
Stock, specified as provided in such Pricing Agreement as provided in Section 3
hereof (the "Optional Shares"). The Firm Shares and the Optional Shares, if any,
which the Underwriters elect to purchase pursuant to Section 3 hereof are herein
collectively referred to as the "Designated Shares". [The Designated Preferred
Stock may be [convertible] [exchangeable] into shares of Common Stock, par value
$.01 per share, of the Company (the "Stock") or debt securities of the [Company]
(the "Securities), as specified in Schedule II to such Pricing Agreement, which
are [convertible] [exchangeable] into shares of Stock, as specified in such
Pricing Agreement. The securities so specified, if any, are referred to in such
Pricing Agreement as the Designated Securities with respect to such Pricing
Agreement.]

         The terms and rights of any particular issuance of Designated Shares
shall be as specified in the Pricing Agreement relating thereto.


         1.   Particular sales of Designated Shares may be made from time to
time to the Underwriters of such Shares, for whom the firms designated as
representatives of the Underwriters of such Shares in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole





representative of the Underwriters and to Underwriters who act without any firm
being designated as their representative. This Underwriting Agreement shall not
be construed as an obligation of the Company to sell any of the Shares or as an
obligation of any of the Underwriters to purchase any of the Shares. The
obligation of the Company to issue and sell any of the Shares and the obligation
of any of the Underwriters to purchase any of the Shares shall be evidenced by
the Pricing Agreement with respect to the Designated Shares specified therein.
Each Pricing Agreement shall specify the aggregate number of the Firm Shares,
the maximum number of Optional Shares, if any, the initial public offering price
of such Firm and Optional Shares or the manner of determining such price, the
terms of the Designated Shares, including the terms on which and terms of the
securities into which the Designated Shares will be convertible or exchangeable,
the purchase price to the Underwriters of such Designated Shares, the names of
the Underwriters of such Designated Shares, the names of the Representatives of
such Underwriters, the number of such Designated Shares to be purchased by each
Underwriter and the commission, if any, payable to the Underwriters with respect
thereto and shall set forth the date, time and manner of delivery of such Firm
and Optional Shares, if any, and payment therefor. The Pricing Agreement shall
also specify (to the extent not set forth in the registration statement and
prospectus with respect thereto) the terms of such Designated Shares. A Pricing
Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of telegraphic communications
or any other rapid transmission device designed to produce a written record of
communications transmitted. The obligations of the Underwriters under this
Agreement and each Pricing Agreement shall be several and not joint.

         2.   The Company represents and warrants to, and agrees with, each of
the Underwriters that:

                  (a) A registration statement on Form S-3 (File No [S].
         333-.... ) (the "Initial Registration Statement") in respect of the
         Shares [and the] [the Securities] [and the shares of Stock] has been
         filed with the Exchange Commission (the "Commission"); such Initial
         Registration Statement and any post-effective amendment thereto, each
         in the form heretofore delivered or to be delivered to the
         Representatives and, excluding exhibits to such registration statement,
         but including all documents incorporated by reference in the prospectus
         included therein in the such registration statement, to the
         Representatives for each of the other Underwriters have been declared
         effective by the Commission in such form; other than a registration
         statement, if any, increasing the size of the offering (a "Rule 462(b)
         Registration Statement"), filed pursuant to Rule 462(b) under the
         Securities Act of 1933, as amended (the "Act"), which became effective
         upon filing, no other document with respect to such registration

         statement or document incorporated by reference therein has heretofore
         been filed, or transmitted for filing, with the Commission (other than
         prospectuses filed pursuant to Rule 424(b) of the rules and regulations
         of the Commission under the Act, each in the form heretofore delivered
         to the Representatives); and no stop order suspending the effectiveness
         of the Initial Registration Statement, any post-effective amendments
         thereto or the Rule 462(b) Registration Statement, if any, has been
         issued and no proceeding for that purpose has been initiated or
         threatened by the Commission (any preliminary prospectus included in
         the Initial Registration Statement or filed with the Commission
         pursuant to Rule 424(a) under the Act, is hereinafter called a
         "Preliminary Prospectus"; the various parts of the Initial Registration
         Statement and the rule 462(b) Registration Statements, if any,
         including all exhibits thereto and the documents incorporated by
         reference in the prospectus contained in the registration statement at
         the time such part of

                                  -2-






         the registration statement became effective, but excluding Form T-1,
         each as amended at the time such part of the registration statement
         became effective, are hereinafter collectively called the "Registration
         Statement"; the prospectus relating to the Shares [and the] [the
         Securities] [and the shares of Stock], in the form in which it has most
         recently been filed, or transmitted for filing, with the Commission on
         or prior to the date of this Agreement, is hereinafter called the
         "Prospectus"; any reference herein to any Preliminary Prospectus or the
         Prospectus shall be deemed to refer to and include the documents
         incorporated by reference therein pursuant to the applicable form under
         the Act excluding any documents or portions of such documents which are
         deemed under the rules and regulations of the Commission under the Act,
         not to be incorporated by reference, as of the date of such Preliminary
         Prospectus or Prospectus, as the case may be; any reference to any
         amendment or supplement to any Preliminary Prospectus or the Prospectus
         shall be deemed to refer to and include any documents filed after the
         date of such Preliminary Prospectus or Prospectus, as the case may be,
         under the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), and incorporated by reference in such Preliminary Prospectus or
         Prospectus, as the case may be; any reference to any amendment to the
         Registration Statement shall be deemed to refer to and include any
         annual report of the Company filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act after the effective date of the Registration
         Statement that is incorporated by reference in the Registration
         Statement; and any reference to the Prospectus as amended or
         supplemented shall be deemed to refer to the Prospectus as amended or
         supplemented in relation to the applicable Designated Shares in the
         form in which it is filed with the Commission pursuant to Rule 424(b)
         under the Act in accordance with Section 5(a) hereof, including any
         documents incorporated by reference therein as of the date of such

         filing);

                  (b) The documents incorporated by reference in the Prospectus,
         when they became effective or were filed with the Commission, as the
         case may be, conformed in all material respects to the requirements of
         the Act or the Exchange Act, as applicable, and the rules and
         regulations of the Commission thereunder, and none of such documents
         contained an untrue statement of a material fact or omitted to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading; and any further documents so filed
         and incorporated by reference in the Prospectus or any further
         amendment or supplement thereto, when such documents become effective
         or are filed with the Commission, as the case may be, will conform in
         all material respects to the requirements of the Act or the Exchange
         Act, as applicable, and the rules and regulations of the Commission
         thereunder and will not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading; provided,
         however, that this representation and warranty shall not apply to any
         statements or omissions made in reliance upon and in conformity with
         information furnished in writing to the Company by an Underwriter of
         Designated Shares through the Representatives expressly for use in the
         Prospectus as amended or supplemented relating to such Shares;

                  (c) The Registration Statement and the Prospectus conform, and
         any further amendments or supplements to the Registration Statement or
         the Prospectus will conform, in all material respects to the
         requirements of the Act and the Trust Indenture Act of 1939, as amended
         (the "Trust Indenture Act") and the rules and regulations of the
         Commission thereunder and do not and will not, as of the applicable
         effective date as to the Registration


                                  -3-





         Statement and any amendment thereto and as of the applicable filing
         date as to the Prospectus and any amendment or supplement thereto,
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein, in the case of the Registration Statement, not
         misleading, or, in the case of the Prospectus, in light of the
         circumstances in which they were made, not misleading; provided,
         however, that this representation and warranty shall not apply to any
         statements or omissions made in reliance upon and in conformity with
         information furnished in writing to the Company by an Underwriter of
         Designated Shares through the Representatives expressly for use in the
         Prospectus as amended or supplemented relating to such Shares;

                  (d) Neither the Company nor any of its subsidiaries has
         sustained since the date of the latest audited consolidated financial

         statements of the Company included or incorporated by reference in the
         Prospectus any material loss or interference with its business from
         fire, explosion, flood or other calamity, whether or not covered by
         insurance, or from any labor dispute or court or governmental action,
         order or decree, otherwise than as set forth or contemplated in the
         Prospectus; and, since the respective dates as of which information is
         given in the Registration Statement and the Prospectus, there has not
         been any change in the capital stock (other than upon the exercise of
         options pursuant to the Company's employee and director stock option
         plans) or the exercise of conversion rights pursuant to any convertible
         debt instrument issued by the Company or long-term debt of the Company
         or any of its subsidiaries or any material adverse change, or any
         development involving a prospective material adverse change, in or
         affecting the general affairs, management, financial position,
         stockholders' equity or results of operations of the Company and its
         subsidiaries, taken as a whole, otherwise than as set forth or
         contemplated in the Prospectus;

                  (e) Each of the Company and its material subsidiaries listed
         on Schedule III hereto (the "Material Subsidiaries") has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of its jurisdiction of incorporation, with power and
         authority (corporate and other) to own its properties and conduct its
         business as described in the Prospectus;

                  (f) The Company has an authorized capitalization as set forth
         in the Prospectus, and all of the issued shares of capital stock of the
         Company have been duly and validly authorized and issued and are fully
         paid and non-assessable [; the shares of Stock [initially issuable upon
         [conversion] [exchange] of the Designated Shares] have been duly and
         validly authorized and reserved for issuance and, when issued and
         delivered in accordance with the provisions of the [Shares] [Securities
         and the Indenture referred to below], will be duly and validly issued,
         fully paid and non-assessable and will conform to the description of
         the Stock contained in the Prospectus;];

                  (g) The Shares have been duly and validly authorized, and,
         when the Firm Shares are issued and delivered and paid for by the
         Underwriters pursuant to this Agreement and the Pricing Agreement with
         respect to such Designated Shares and, in the case of any Optional
         Shares, pursuant to Over-allotment Options (as defined in Section 3
         hereof) with respect to such Shares, such Designated Shares will be
         duly and validly issued and fully paid and non-assessable; the Shares
         conform to the description thereof contained in the Registration
         Statement and the Designated Shares will conform to the description
         thereof

                                  -4-








         contained in the Prospectus as amended or supplemented with respect 
         to such Designated Shares;

                  (h) The issue and sale of the Shares and the compliance by the
         Company with all of the provisions of this Agreement, any Pricing
         Agreement and each Over-allotment Option, if any, and the consummation
         of the transactions contemplated herein and therein will not conflict
         with or result in a breach or violation of any of the terms or
         provisions of, or constitute a default under, any indenture, mortgage,
         deed of trust, loan agreement or other agreement or instrument (after
         giving effect to any amendment or waiver of the terms thereof) to which
         the Company or any of its Material Subsidiaries is a party or by which
         the Company or any of its Material Subsidiaries is bound or to which
         any of the property or assets of the Company or any of its Material
         Subsidiaries is subject, except for such breaches or violations that
         will not have a material adverse effect on the current or future
         financial position, stockholders equity or results of operations of the
         Company and its subsidiaries taken as a whole, nor will such action
         result in any violation of the provisions of the Certificate of
         Incorporation or By-laws of the Company or any statute or to the best
         knowledge of the Company, after reasonable investigation, any order,
         rule or regulation of any court or governmental agency or body having
         jurisdiction over the Company or any of its properties; and no consent,
         approval, authorization, order, registration or qualification of or
         with any such court or governmental agency or body is required for the
         issue and sale of the Shares or the consummation by the Company of the
         transactions contemplated by this Agreement or any Pricing Agreement or
         any Over-allotment Option, except such as have been, or will have been
         prior to each Time of Delivery (as defined in Section 4 hereof),
         obtained under the Act and the Trust Indenture Act and such consents,
         approvals, authorizations, registrations or qualifications as may be
         required under state securities or Blue Sky laws in connection with the
         purchase and distribution of the Shares by the Underwriters; and such
         consents, approvals, authorizations, registrations or qualifications as
         may be required under state or foreign securities or Blue Sky laws in
         connection with the purchase and distribution of the Shares by the
         Underwriters;

                  (i) Other than as set forth in the Prospectus, there are no
         legal or governmental proceedings pending to which the Company or any
         of its Material Subsidiaries is a party or of which any of their
         properties, property of the Company or any of its Material Subsidiaries
         is the subject, which, if determined adversely to the Company or any
         of its subsidiaries, would individually or in the aggregate have a
         material adverse effect on the current or future consolidated financial
         position, stockholders' equity or results of operations of the Company
         and its subsidiaries taken as a whole; and, to the best of the
         Company's knowledge, no such proceedings are threatened or contemplated
         by governmental authorities or threatened by others;

                  (j) Neither the Company nor any of its Material Subsidiaries
         is (i) in violation of its Certificate of Incorporation or By-laws or
         (ii) in default in the performance or observance of any material

         obligation, agreement, covenant or condition contained in any
         indenture, mortgage, deed of trust, loan agreement, lease or other
         agreement or instrument (after giving effect to any amendment or waiver
         of the terms thereof) to which it is a party or by which it or any of
         its properties may be bound, except in the case of (ii) for such
         breaches or violations that will not have a material adverse effect on
         the current or future financial

                                  -5-






         position, stockholders equity or results of operations of the Company 
         and its subsidiaries taken as a whole;

                  (k) The statements set forth in the Prospectus under the
         caption "Description of Preferred Stock"[,] [and] ["Description of
         Securities"] ["Description of Capital Stock"], insofar as they purport
         to constitute a summary of the terms of the Preferred Stock, [the
         Stock][,] [the Securities][, respectively][, under the caption
         ["Taxation"],] insofar as they purport to describe the provisions of
         the laws and documents referred to therein, are accurate complete and
         fair in all material respects;

                  (l) The Company is not and, after giving effect to the
         offering and sale of the Shares, will not be an "investment company" or
         an entity "controlled" by an "investment company", as such terms are
         defined in the Investment Company Act of 1940, as amended (the
         "Investment Company Act") required to be registered under the
         Investment Company Act;

                  [[(m)] The Securities, if any, have been duly authorized and,
         when issued and delivered pursuant to this Agreement, upon exchange of
         the Shares will have been duly executed, authenticated, issued and
         delivered and will constitute valid and legally binding obligations of
         the Company entitled to the benefits provided by the indenture to be
         dated as of ............., 19.. (the "Indenture") between the Company
         and .........., as Trustee (the "Trustee"), under which they are to be
         issued, which will be substantially in the form filed as an exhibit to
         the Registration Statement; the Indenture has been duly authorized and
         duly qualified under the Trust Indenture Act and, when executed and
         delivered by the Company and the Trustee, will constitute a valid and
         legally binding instrument, enforceable in accordance with its terms,
         subject, as to enforcement, to bankruptcy, insolvency, reorganization
         and other laws of general applicability relating to or affecting
         creditors' rights and to general equity principles; and the Securities,
         and the Indenture will conform to the descriptions thereof in the
         Prospectus;]

                  [(n)] Ernst & Young LLP, who have certified certain financial
         statements of the Company and its subsidiaries, are independent public

         accountants as required by the Act and the rules and regulations of the
         Commission thereunder.

                  [(o)] The Company and its Material Subsidiaries own and have
         fully sufficient right to use all trademarks, service marks, trade
         names, copyrights and similar rights used in the business conducted or
         proposed to be conducted by them as described in the Prospectus, except
         such rights as are not, individually or in the aggregate, materially
         important to the business conducted or proposed to be conducted by them
         as described in the Prospectus, and neither the Company nor any of its
         Material Subsidiaries has received any notice of infringement of or
         conflict with (or knows of any such infringement of or conflict with)
         asserted rights of others with respect to such trademarks, service
         marks, trade names, copyrights or similar rights, other than such
         infringements or conflicts that would not, individually or in the
         aggregate, have a material adverse effect on the business conducted or
         proposed to be conducted by the Company and its Material Subsidiaries
         as described in the Prospectus.

         3.   Upon the execution of the Pricing Agreement applicable to any
Designated Shares and authorization by the Representatives of the release of the
Firm Shares, the several Underwriters

                                  -6-







propose to offer the Firm Shares for sale upon the terms and conditions set
forth in the Prospectus as amended or supplemented.

         The Company may specify in the Pricing Agreement applicable to any
Designated Shares that the Company thereby grants to the Underwriters the right
(an "Overallotment Option") to purchase at their election up to the number of
Optional Shares set forth in such Pricing Agreement, on the terms set forth in
the paragraph above, for the sole purpose of covering over-allotments in the
sale of the Firm Shares. Any such election to purchase Optional Shares may be
exercised by written notice from the Representatives to the Company, given
within a period specified in the Pricing Agreement, setting forth the aggregate
number of Optional Shares to be purchased and the date on which such Optional
Shares are to be delivered, as determined by the Representatives but in no event
earlier than the First Time of Delivery (as defined in Section 4 hereof) or,
unless the Representatives and the Company otherwise agree in writing, earlier
than or later than the respective number of business days after the date of such
notice set forth in such Pricing Agreement.

         The number of Optional Shares to be added to the number of Firm Shares
to be purchased by each Underwriter as set forth in Schedule I to the Pricing
Agreement applicable to such Designated Shares shall be, in each case, the
number of Optional Shares which the Company has been advised by the
Representatives have been attributed to such Underwriter; provided that, if the

Company has not been so advised, the number of Optional Shares to be so added
shall be, in each case, that proportion of Optional Shares which the number of
Firm Shares to be purchased by such Underwriter under such Pricing Agreement
bears to the aggregate number of Firm Shares (rounded as the Representatives may
determine to the nearest 100 shares). The total number of Designated Shares to
be purchased by all the Underwriters pursuant to such Pricing Agreement shall be
the aggregate number of Firm Shares set forth in Schedule I to such Pricing
Agreement plus the aggregate number of Optional Shares which the Underwriters
elect to purchase.

         4.   Certificates for the Firm Shares and the Optional Shares to be
purchased by each Underwriter pursuant to the Pricing Agreement relating
thereto, in the form specified in such Pricing Agreement, and in such authorized
denominations and registered in such names as the Representatives may request
upon at least forty-eight hours' prior notice to the Company, shall be delivered
by or on behalf of the Company to the Representatives for the account of such
Underwriter, against payment by such Underwriter or on its behalf of the
purchase price therefor to the Company in immediately available funds specified
in such Pricing Agreement, (i) with respect to the Firm Shares, all in the
manner and at the place and time and date specified in such Pricing Agreement or
at such other place and time and date as the Representatives and the Company may
agree upon in writing, such time and date being herein called the "First Time of
Delivery" and (ii) with respect to the Optional Shares, if any, in the manner
and at the time and date specified by the Representatives in the written notice
given by the Representatives of the Underwriters' election to purchase such
Optional Shares, or at such other time and date as the Representatives and the
Company may agree upon in writing, such time and date, if not the First Time of
Delivery, herein called the "Second Time of Delivery". Each such time and date
for delivery is herein called a "Time of Delivery".

         5.   The Company agrees with each of the Underwriters of any Designated
Shares:

                  (a)      To prepare the Prospectus as amended and supplemented
         in relation to the applicable Designated Shares in a form approved by
         the Representatives and to file such

                                  -7-
                                   






         Prospectus pursuant to Rule 424(b) under the Act not later than the
         Commission's close of business on the second business day following the
         execution and delivery of the Pricing Agreement relating to the
         applicable Designated Shares or, if applicable, such earlier time as
         may be required by Rule 424(b); to make no further amendment or any
         supplement to the Registration Statement or Prospectus as amended or
         supplemented after the date of the Pricing Agreement relating to such
         Shares and prior to any Time of Delivery for such Shares which shall be
         disapproved by the Representatives for such Shares promptly after

         reasonable notice thereof; to advise the Representatives promptly of
         any such amendment or supplement after any Time of Delivery for such
         Shares and furnish the Representatives with copies thereof; if the
         Company elects to rely upon Rule 462(b), the Company shall file a Rule
         462(b) Registration Statement with the Commission in compliance with
         Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this
         Agreement, and the Company shall at the time of filing either pay to
         the Commission the filing fee for the Rule 462(b) Registration
         Statement or give irrevocable instructions for the payment of such fee
         pursuant to Rule 111(b) under the Act; to file promptly all reports and
         any definitive proxy or information statements required to be filed by
         the Company with the Commission pursuant to Sections 13(a), 13(c), 14
         or 15(d) of the Exchange Act for so long as the delivery of a
         prospectus is required in connection with the offering or sale of such
         Shares, and during such same period to advise the Representatives,
         promptly after it receives notice thereof, of the time when any
         amendment to the Registration Statement has been filed or becomes
         effective or any supplement to the Prospectus or any amended Prospectus
         has been filed with the Commission, of the issuance by the Commission
         of any stop order or of any order preventing or suspending the use of
         any prospectus relating to the Shares, of the suspension of the
         qualification of such Shares [or the Securities] [or the Shares of
         Stock, if any, issuable upon [conversion] [exchange] of the [Shares]
         [Securities] for offering or sale in any jurisdiction, of the
         initiation or threatening of any proceeding for any such purpose, or of
         any request by the Commission for the amending or supplementing of the
         Registration Statement or Prospectus or for additional information;
         and, in the event of the issuance of any such stop order or of any such
         order preventing or suspending the use of any prospectus relating to
         the Shares or suspending any such qualification, promptly to use its
         best efforts to obtain the withdrawal of such order;

                  (b) Promptly from time to time to take such action as the
         Representatives may reasonably request to qualify such Shares [or the
         Securities] [or the Shares of Stock, if any, issuable upon [conversion]
         [exchange] of the [Shares] [Securities] for offering and sale under the
         securities laws of such jurisdictions as the Representatives may
         request and to comply with such laws so as to permit the continuance of
         sales and dealings therein in such jurisdictions for as long as may be
         necessary to complete the distribution of such Shares, provided that in
         connection therewith the Company shall be required to qualify as a
         foreign corporation or to file a general consent to service of process
         in any jurisdiction;

                  (c) Prior to 10:00 a.m., New York City time, on the New York
         Business Day next succeeding the date of this Agreement and from time
         to time, to furnish the Underwriters with copies of the Prospectus as
         amended or supplemented in New York City in such quantities as the
         Representatives may from time to time reasonably request, and, if the
         delivery of a prospectus is required at any time in connection with the
         offering or sale of the Shares [or the Securities] [or the Shares of
         Stock, if any, issuable upon [conversion] [exchange] of the [Shares]
         [Securities] and if at such time any event shall have occurred as


                                  -8-







         a result of which the Prospectus as then amended or supplemented would
         include an untrue statement of a material fact or omit to state any
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made when such
         Prospectus is delivered, not misleading, or, if for any other reason it
         shall be necessary during such same period to amend or supplement the
         Prospectus or to file under the Exchange Act any document incorporated
         by reference in the Prospectus in order to comply with the Act or the
         Exchange Act, to notify the Representatives and upon their request to
         file such document and to prepare and furnish without charge to each
         Underwriter and to any dealer in securities as many copies as the
         Representatives may from time to time reasonably request of an amended
         Prospectus or a supplement to the Prospectus which will correct such
         statement or omission or effect such compliance;

                  (d) To make generally available to its security holders as
         soon as practicable, but in any event not later than eighteen months
         after the effective date of the Registration Statement (as defined in
         Rule 158(c) under the Act), an earnings statement of the Company and
         its subsidiaries (which need not be audited) complying with Section
         11(a) of the Act and the rules and regulations of the Commission
         thereunder (including, at the option of the Company, Rule 158); and

                  (e) During the period beginning from the date of the Pricing
         Agreement for such Designated Shares and continuing to and including
         the later of (i) the termination of trading restrictions for such
         Designated Shares, as notified to the Company by the Representatives
         and (ii) the last Time of Delivery for such Designated Shares, not to
         offer, sell, contract to sell or otherwise dispose of, except as
         provided hereunder, any securities of the Company that are
         substantially similar to the Designated Shares, including but not
         limited to any securities that are convertible into or exchangeable
         for, or that represent the right to receive, Stock or any such
         substantially similar securities (other than pursuant to employee stock
         option plans existing on, or upon the conversion of convertible or
         exchangeable securities outstanding as of, the date of the Pricing
         Agreement for such Designated Shares) without the prior written consent
         of the Representatives;

                  [[(f)]   To use its best efforts to [list, subject to notice 
         of issuance, the [Preferred Stock] [Shares] [Stock issuable upon 
         [conversion][exchange] of the [Securities] [Shares]] on the 
         .................. Stock Exchange (the "Exchange")] [list for 
         quotation the [Preferred Stock][Shares] [Stock issuable upon 
         [conversion][exchange] of the [Securities] [Shares]] on the 
         National Association of Securities Dealers Automated Quotations 

         National Market (NASDAQ")]][;] [and][.]

                  [(g) Prior to .............., 19.., to cause to be registered,
         pursuant to an effective registration statement under the Act, the
         shares of Stock issuable upon [conversion][exchange] of the
         [Securities] [the Shares] and to use its best efforts to maintain the
         effectiveness of such registration statement during the entire period
         during which the [Securities] [the Shares] may be [converted]
         [exchanged];[;] [and][.]

                  [(h) To reserve and keep available at all times, free of
         preemptive rights, shares of Stock for the purpose of enabling the
         [Company] to satisfy any obligation to issue shares of its Stock upon
         [conversion] [exchange] of the [Securities] [the Shares.]

         6.       The Company covenants and agrees with the several 
Underwriters that the Company will pay or cause to be paid the following: 
(i) the fees, disbursements and expenses of the

                                  -9-







Company's counsel and accountants in connection with the registration of the
Shares[, the Securities] [and the Shares of Stock issuable upon [conversion]
[Securities] under the Act and all other expenses in connection with the
preparation, printing and filing of the Registration Statement, any Preliminary
Prospectus and the Prospectus and amendments and supplements thereto and the
mailing and delivering of copies thereof to the Underwriters and dealers; (ii)
the cost of printing or producing any Agreement among Underwriters, this
Agreement, any Pricing Agreement, the Indenture, the Securities, any Blue Sky
Memorandum, closing documents (including any compilations thereof) and any other
documents in connection with the offering, purchase, sale and delivery of the
Shares; (iii) all expenses in connection with the qualification of the Shares[,
the Securities] [and the Shares of Stock issuable upon [conversion] [Securities]
for offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky
survey(s); (iv) any fees charged by securities rating services for rating the
Shares; (v) any filing fees incident to, and the fees and disbursements of
counsel for the Underwriters in connection with, any required reviews by the
National Association of Securities Dealers, Inc. of the terms of the sale of the
Shares; (vi) any fees and expenses in connection with listing the Shares [and]
[,] [the Stock] [and the Securities]; (vii) the cost of preparing certificates
for the Shares; (viii) the cost and charges of any transfer agent or registrar
or dividend disbursing agent; and (ix) all other costs and expenses incident to
the performance of its obligations hereunder and under any Over-allotment
Options which are not otherwise specifically provided for in this Section. It is
understood, however, that, except as provided in this Section, and Sections 8
and 11 hereof, the Underwriters will pay all of their own costs and expenses,

including the fees of their counsel, transfer taxes on resale of any of the
Shares by them, and any advertising expenses connected with any offers they may
make.

         7.   The obligations of the Underwriters of any Designated Shares under
the Pricing Agreement relating to such Designated Shares shall be subject, in
the discretion of the Representatives, to the condition that all representations
and warranties and other statements of the Company in or incorporated by
reference in the Pricing Agreement relating to such Designated Shares are, at
and as of each Time of Delivery for such Designated Shares, true and correct,
the condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions:

                  (a) The Prospectus as amended or supplemented in relation to
         such Designated Shares shall have been filed with the Commission
         pursuant to Rule 424(b) within the applicable time period prescribed
         for such filing by the rules and regulations under the Act and in
         accordance with Section 5(a) hereof; if the Company has elected to rely
         upon Rule 462(b), the Rule 462(b) Registration Statement shall have
         become effective by 10:00 p.m., Washington, D.C. time, on the date of
         this Agreement. No stop order suspending the effectiveness of the
         Registration Statement or any part thereof shall have been issued and
         no proceeding for that purpose shall have been initiated or threatened
         by the Commission; and all requests for additional information on the
         part of the Commission shall have been complied with to the
         Representatives' reasonable satisfaction;

                  (b) Sullivan & Cromwell, counsel for the Underwriters, shall
         have furnished to you such opinion or opinions dated such Time of
         Delivery, with respect to the incorporation of the Company, the
         validity of the shares [, Indenture, the Securities, the Stock], the
         Registration Statement, the Prospectus and such other related matters
         as you may

                                 -10-







         reasonably request, and such counsel shall have received such papers
         and information as they may reasonably request to enable them to pass
         upon such matters;

                  (c) Coudert Brothers, counsel for the Company, shall have
         furnished to the Representatives their written opinions (a draft of
         each such opinion is attached as Annex II(a) hereto), dated each Time
         of Delivery for such Designated Shares, respectively, in form and
         substance satisfactory to the Representatives, to the effect that:

                           (i) The Company has been duly incorporated and is
                  validly existing as a corporation in good standing under the

                  laws of the State of Delaware, with power and authority
                  (corporate and other) to own its properties and conduct its
                  business as described in the Prospectus as amended or
                  supplemented;

                           (ii) The Company has an authorized capitalization as
                  set forth in the Prospectus as amended or supplemented (giving
                  effect to the assumptions set forth therein), and all of the
                  issued shares of capital stock of the Company (including the
                  Designated Shares being delivered at such Time of Delivery)
                  have been duly and validly authorized and issued and are fully
                  paid and non-assessable; [and the shares of Stock [initially
                  issuable upon [conversion][exchange] of the [Securities]
                  [Shares] have been duly and validly authorized and reserved
                  for issuance and, when issued and delivered in accordance with
                  the provisions of the [Securities and the Indenture] [Shares],
                  will be duly and validly issued and fully paid and
                  non-assessable, and will conform to the description the Stock
                  contained in the Prospectus;] and the Designated Shares
                  [and][,] [the Stock] [and the Preferred Stock] conform to the
                  description of the Stock contained in the Prospectus as
                  amended or supplemented;

                           (iii) To the best of such counsel's knowledge and
                  other than as set forth in the Prospectus, there are no legal
                  or governmental proceedings pending to which the Company or
                  any of its Material Domestic Subsidiaries is a party or of
                  which any property of the Company or any of its Material
                  Domestic Subsidiaries is the subject which, if determined
                  adversely to the Company or any of its Material Domestic
                  Subsidiaries, would individually or in the aggregate have a
                  material adverse effect on the current or future consolidated
                  financial position, stockholders' equity or results of
                  operations of the Company and its Material Domestic
                  subsidiaries taken as a whole; and to the best of such
                  counsel's knowledge, no such proceedings are threatened or
                  contemplated by governmental authorities or threatened by
                  others;

                           (iv) This Agreement and the Pricing Agreement with 
                  respect to the Designated Shares have been duly authorized, 
                  executed and delivered by the Company;

                           (v) The issue and sale of the Designated Shares being
                  delivered at such Time of Delivery and the compliance by the
                  Company with all of the provisions of this Agreement and the
                  Pricing Agreement with respect to the Designated Shares and
                  the consummation of the transactions herein and therein
                  contemplated will not conflict with or result in a breach or
                  violation of any of the terms or provisions of, or constitute
                  a default under, any indenture, mortgage, deed of trust, loan
                  agreement or other agreement or instrument known to such
                  counsel to which the Company or any of its Material
                  Subsidiaries is a party or by which the Company is bound or to

                  which any of the property or assets of the Company or any of
                  its Material

                                 -11-







                  Subsidiaries is subject, except for such breaches or
                  violations that will not have a material adverse effect on the
                  current or future financial position, stockholders equity or
                  results of operations of the company and its subsidiaries
                  taken as a whole, nor will such action result in any violation
                  of the provisions of the Certificate of Incorporation or
                  By-laws of the Company or any statute or to the best knowledge
                  of the Company, after reasonable investigation, any order,
                  rule or regulation known to such counsel of any court or
                  governmental agency or body having jurisdiction over the
                  Company or any of its Material Subsidiaries or any of its
                  properties;

                           (vi) No consent, approval, authorization, order,
                  registration or qualification of or with any such court or
                  governmental agency or body is required to be obtained or made
                  under the Federal laws of the United States of America, the
                  laws of the State of New York or the General Corporation Law
                  of the State of Delaware for the issue and sale of the
                  Designated Shares being delivered at such Time of Delivery or
                  the consummation by the Company of the transactions
                  contemplated by this Agreement or such Pricing Agreement,
                  except as shall have been obtained under the Act or the
                  Exchange Act, or the rules and regulations thereunder, or the
                  bylaws and rules of the National Association of Securities
                  Dealers, Inc., and such consents, approvals, authorizations,
                  registrations or qualifications as may be required under state
                  securities or Blue Sky laws in connection with the purchase
                  and distribution of the Designated Shares [the shares of Stock
                  issuable upon [exchange] [conversion] of the [Shares]
                  [Securities] [and the Securities] by the Underwriters;

                           (vii) Neither the Company nor any of its Material
                  Subsidiaries is (i) in violation of its Certificate of
                  Incorporation or By-laws or (ii) in default in the performance
                  or observance of any material obligation, agreement, covenant
                  or condition contained in any indenture, mortgage, deed of
                  trust, loan agreement, lease or other agreement or instrument
                  to which it is a party or by which it or any of its properties
                  may be bound, except, in the case of (ii) for such breaches or
                  violations that will not have a material adverse effect on the
                  current or future financial position, stockholders equity or
                  results of operations of the company and its subsidiaries

                  taken as a whole;

                           (viii) The statements set forth in the Prospectus
                  under the caption [Description of "Preferred Stock"]
                  ["Description of Securities"] ["Description of Capital
                  Stock"], insofar as they purport to constitute a summary of
                  the terms of the Preferred Stock, the Shares [the
                  Securities][, under the caption ["Taxation"],] insofar as they
                  purport to describe the provisions of the laws and documents
                  referred to therein, are accurate, complete and fair in all
                  material respects;

                           [[(ix)] The Securities have been duly authorized,
                  executed, and authenticated, and when issued and delivered
                  upon exchange of the Shares will constitute valid and legally
                  binding obligations of the Company entitled to the benefits
                  provided by the Indenture; and the Securities and the
                  Indenture conform to the descriptions thereof in the
                  Prospectus; the Indenture has been duly authorized, executed
                  and delivered by the parties thereto and constitutes a valid
                  and legally binding instrument, enforceable in accordance with
                  its terms, subject, as to enforcement, to bankruptcy,
                  insolvency, reorganization and other laws of general
                  applicability relating to or affecting creditors'

                                 -12-







                  rights and to general equity principles; and the Indenture 
                  has been duly qualified under the Trust Indenture Act;]

                           (x)  Scholastic Inc. is the registered owner of the 
                  trademark "Scholastic"; to the best of such counsel's 
                  knowledge neither the Company nor any of its Material
                  Domestic Subsidiaries has received any notice of 
                  infringement of or conflict with (or knows of any such 
                  infringement of or conflict with) asserted rights of others 
                  with respect to such trademark;

                           (xi) The Company is not an "Investment Company" or an
                  entity "controlled" by an "Investment Company", as such terms
                  are defined in the Investment Company Act required to be
                  registered as such;

                           (xii) The documents incorporated by reference in the
                  Prospectus as amended or supplemented (other than the
                  financial statements and related schedules therein, as to
                  which such counsel need express no opinion), when they became
                  effective or were filed with the Commission, as the case may

                  be, complied as to form in all material respects with the
                  requirements of the Act or the Exchange Act, as applicable,
                  and the rules and regulations of the Commission thereunder;
                  such counsel has no reason to believe that any of such
                  documents, when they became effective or were so filed, as the
                  case may be, contained, in the case of a registration
                  statement which became effective under the Act, an untrue
                  statement of a material fact or omitted to state a material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading, or, in the case of other
                  documents which were filed under the Act or the Exchange Act
                  with the Commission, an untrue statement of a material fact or
                  omitted to state a material fact necessary in order to make
                  the statements therein, in the light of the circumstances
                  under which they were made when such documents were so filed,
                  not misleading; and

                           (xiii) The Registration Statement and the Prospectus
                  as amended or supplemented, and any further amendments and
                  supplements thereto made by the Company prior to such Time of
                  Delivery (other than the financial statements and related
                  schedules therein, as to which such counsel need express no
                  opinion), comply as to form in all material respects with the
                  requirements of the Act and the rules and regulations
                  thereunder; although they do not assume any responsibility for
                  the accuracy, completeness or fairness of the statements
                  contained in the Registration Statement or the Prospectus,
                  except for those referred to in the opinion in subsection
                  (viii) of this Section 7(c), and in giving its opinion
                  required by this section 7(c) counsel shall additionally state
                  that nothing has come to its attention to lead it to believe
                  that, as of its effective date, the Registration Statement or
                  any further amendment thereto made by the Company prior to
                  such Time of Delivery (other than the financial statements and
                  related schedules therein, as to which such counsel need
                  express no opinion) contained an untrue statement of a
                  material fact or omitted to state a material fact required to
                  be stated therein or necessary to make the statements therein
                  not misleading or that, as of its date, the Prospectus as
                  amended or supplemented or any further amendment or supplement
                  thereto made by the Company prior to such Time of Delivery
                  (other than the financial statements and related schedules
                  therein, as to which such counsel need express no opinion)
                  contained an untrue statement of a material fact or omitted to
                  state a material fact

                                 -13-








                  necessary to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading or
                  that, as of such Time of Delivery, either the Registration
                  Statement or the Prospectus as amended or supplemented or any
                  further amendment or supplement thereto made by the Company
                  prior to such Time of Delivery (other than the financial
                  statements and related schedules therein, as to which such
                  counsel need express no opinion) contains an untrue statement
                  of a material fact or omits to state a material fact necessary
                  to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading; and
                  they do not know of any amendment to the Registration
                  Statement required to be filed or any contracts or other
                  documents of a character required to be filed as an exhibit to
                  the Registration Statement or required to be incorporated by
                  reference into the Prospectus as amended or supplemented or
                  required to be described in the Registration Statement or the
                  Prospectus as amended or supplemented which are not filed or
                  incorporated by reference or described as required;

                           In giving its opinion required by this Section 7(c),
                  such counsel may state that such opinion described above is
                  limited to the Federal laws of the United States of America,
                  the laws of the States of New York and California and the
                  General Corporation Law of the State of Delaware.

                  (d) At 10:00 a.m. New York City time, on the business day
         preceding the date of the Pricing Agreement for such Designated Shares
         and at each Time of Delivery for such Designated Shares, Ernst & Young
         LLP who have certified the financial statements of the Company and its
         subsidiaries included or incorporated by reference in the Registration
         Statement shall have furnished to the Representatives a letter, dated
         the effective date of the Registration Statement or the date of the
         most recent report filed with the Commission containing financial
         statements and incorporated by reference in the Registration Statement,
         if the date of such report is later than such effective date, and a
         letter dated such Time of Delivery, respectively, to the effect set
         forth in Annex II hereto, and with respect to such letter dated such
         Time of Delivery, as to such other matters as the Representatives may
         reasonably request and in form and substance satisfactory to the
         Representatives;

                  (e) (i) Neither the Company nor any of its subsidiaries shall
         have sustained since the date of the latest audited consolidated
         financial statements of the Company included or incorporated by
         reference in the Prospectus as amended prior to the date of the Pricing
         Agreement relating to the Designated Shares any loss or interference
         with its business from fire, explosion, flood or other calamity,
         whether or not covered by insurance, or from any labor dispute or court
         or governmental action, order or decree, otherwise than as set forth or
         contemplated in the Prospectus as amended prior to the date of the
         Pricing Agreement relating to the Designated Shares, and (ii) since the
         respective dates as of which information is given in the Prospectus as
         amended prior to the date of the Pricing Agreement relating to the

         Designated Shares there shall not have been any change in the capital
         stock (other than upon the exercise of options pursuant to the
         Company's employee and director stock option plans) or long-term debt
         of the Company or any of its subsidiaries or any change, or any
         development involving a prospective change, in or affecting the general
         affairs, management, financial position, stockholders' equity or
         results of operations of the Company and its subsidiaries, otherwise
         than as set forth or contemplated in the Prospectus as amended prior

                                 -14-







         to the date of the Pricing Agreement relating to the Designated Shares,
         the effect of which, in any such case described in Clause (i) or (ii),
         is in the judgment of the Representatives so material and adverse as to
         make it impracticable or inadvisable to proceed with the public
         offering or the delivery of the Designated Shares on the terms and in
         the manner contemplated in the Prospectus as amended relating to the
         Designated Shares;

                  (f) On or after the date of the Pricing Agreement relating to
         the Designated Shares (i) no downgrading shall have occurred in the
         rating accorded the Company's debt securities or preferred stock by any
         "nationally recognized statistical rating organization", as that term
         is defined by the Commission for purposes of Rule 436(g)(2) under the
         Act, and (ii) no such organization shall have publicly announced that
         it has under surveillance or review, with possible negative
         implications, its rating of any of the Company's debt securities or
         preferred stock;

                  (g) On or after the date of the Pricing Agreement relating to
         the Designated Shares there shall not have occurred any of the
         following: (i) a suspension or material limitation in trading in
         securities generally on the New York Stock Exchange or on NASDAQ; (ii)
         a suspension or material limitation in trading in the Company's
         securities on NASDAQ; (iii) a general moratorium on commercial banking
         activities declared by either Federal or New York State authorities; or
         (iv) the outbreak or escalation of hostilities involving the United
         States or the declaration by the United States of a national emergency
         or war or (v) a change in the national or international political,
         financial or economic conditions or currency exchange rates or controls
         if the effect of any such event specified in clauses (iv) or (v) is in
         the judgment of the Representatives so material and adverse as to make
         it impracticable or inadvisable to proceed with the public offering or
         the delivery of the Firm Shares or Optional Shares or both on the terms
         and in the manner contemplated in the Prospectus as first amended or
         supplemented relating to the Designated Shares;

                  (h) The Shares at each Time of Delivery shall have been duly

         listed, subject to notice of issuance, on the Exchange for quotation on
         NASDAQ National Market System; and

                  (i) The Company shall have complied with the provisions of
         Section 5(c) hereof with respect to the furnishing of Prospectuses on
         the New York Business Day next succeeding the date of this Agreement;

                  (j) The Company shall have furnished or caused to be furnished
         to the Representatives at each Time of Delivery for the Designated
         Shares certificates of officers of the Company satisfactory to the
         Representatives as to the accuracy of the representations and
         warranties of the Company herein at and as of such Time of Delivery, as
         to the performance by the Company of all of its obligations hereunder
         to be performed at or prior to such Time of Delivery, as to the matters
         set forth in subsections (a) and (e) of this Section and as to such
         other matters as the Representatives may reasonably request; and

         8.   (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Shares, or any amendment
or supplement thereto, or arise out of or are based upon

                                 -15-







the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Shares, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Shares through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Shares.

         (b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based

upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Shares, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Shares, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred.

         (c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. Each indemnified party will cooperate fully with respect
to all aspects of any matter to which indemnification is being sought. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement

                                 -16-







or compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an
actual or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified

party from all liability arising out of such action or claim and (ii) does not
include any statement as to, or an admission of, fault, culpability or a failure
to act, by or on behalf of any indemnified party. An indemnifying party shall
not be required to indemnify an indemnified party for the amount paid or payable
by the indemnified party in the settlement of any claim, action, proceeding or
investigation undertaken without the prior written consent of the indemnifying
party, which consent shall not be unreasonably withheld.

         (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
of the Designated Shares on the other from the offering of the Designated Shares
to which such loss, claim, damage or liability (or action in respect thereof)
relates. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnified party failed
to give the notice required under subsection (c) above, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company on the one hand and the Underwriters
of the Designated Shares on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and such Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from such offering (before deducting expenses)
received by the Company bear to the total underwriting discounts and commissions
received by such Underwriters. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or such
Underwriters on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and equitable
if contributions pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d),
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the applicable Designated Shares
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within


                                 -17-







the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
obligations of the Underwriters of Designated Shares in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations with respect to such Shares and not joint.

         (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

         9.   (a) If any Underwriter shall default in its obligation to purchase
the Firm Shares or Optional Shares which it has agreed to purchase under the
Pricing Agreement relating to such Shares, the Representatives may in their
discretion arrange for themselves or another party or other parties to purchase
such Shares on the terms contained herein. If within thirty-six hours after such
default by any Underwriter the Representatives do not arrange for the purchase
of such Firm Shares or Optional Shares, as the case may be, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Shares on such terms. In the event that, within the respective
prescribed period, the Representatives notify the Company that they have so
arranged for the purchase of such Shares, or the Company notifies the
Representatives that it has so arranged for the purchase of such Shares, the
Representatives or the Company shall have the right to postpone a Time of
Delivery for such Shares for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus as amended or supplemented, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which
in the opinion of the Representatives may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to the Pricing Agreement with respect to such Designated Shares.

         (b) If, after giving effect to any arrangements for the purchase of the
Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter
or Underwriters by the Representatives and the Company as provided in subsection
(a) above, the aggregate number of such Shares which remains unpurchased does
not exceed one-eleventh of the aggregate number of the Firm Shares or Optional
Shares, as the case may be, to be purchased at the respective Time of Delivery,
then the Company shall have the right to require each non-defaulting Underwriter

to purchase the number of Firm Shares or Optional Shares, as the case may be,
which such Underwriter agreed to purchase under the Pricing Agreement relating
to such Designated Shares and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the number of Firm Shares
or Optional Shares, as the case may be, which such Underwriter agreed to
purchase under such Pricing Agreement) of the Firm Shares or Optional Shares, as
the case may be, of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.

         (c) If, after giving effect to any arrangements for the purchase of 
the Firm Shares or Optional Shares, as the case may be, of a defaulting 
Underwriter or Underwriters by the

                                 -18-







Representatives and the Company as provided in subsection (a) above, the
aggregate number of Firm Shares or Optional Shares, as the case may be, which
remains unpurchased exceeds one-eleventh of the aggregate number of the Firm
Shares or Optional Shares, as the case may be, to be purchased at the respective
Time of Delivery, as referred to in subsection (b) above, or if the Company
shall not exercise the right described in subsection (b) above to require
non-defaulting Underwriters to purchase Firm Shares or Optional Shares, as the
case may be, of a defaulting Underwriter or Underwriters, then the Pricing
Agreement relating to such Firm Shares or the Over-allotment Option relating to
such Optional Shares, as the case may be, shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company, except
for the expenses to be borne by the Company and the Underwriters as provided in
Section 6 hereof and the indemnity and contribution agreements in Section 8
hereof; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

         10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Shares.

         11. If any Pricing Agreement or Over-allotment Option shall be
terminated pursuant to Section 9 hereof, the Company shall then be under any
liability to any Underwriter with respect to the Firm Shares or Optional Shares
with respect to which such Pricing Agreement shall have been terminated except
as provided in Sections 6 and 8 hereof; but, if for any other reason, Designated
Shares are not delivered by or on behalf of the Company as provided herein, the
Company agrees to reimburse the Underwriters through the Representatives for all

out-of-pocket expenses approved in writing by the Representatives, including
fees, disbursements and expenses of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of such
Designated Shares not so delivered, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Shares
except as provided in Sections 6 and 8 hereof.

         12. In all dealings hereunder, the Representatives of the Underwriters
of Designated Shares shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to Scholastic Corporation, 555 Broadway, New
York, New York 10012-3999, Attention: Senior Vice President - Legal and Business
Affairs, facsimile transmission no. (212) 343-6926 set forth in the Registration
Statement, Attention: Secretary; provided, however, that any notice to an
Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail,
telex or facsimile transmission to such Underwriter at its [address of
Representative(s)], which address will be supplied to the Company by the
Representatives upon

                                 -19-







request.  Any such statements, requests, notices or agreements shall take 
effect upon receipt thereof.

         13.  This Agreement and each Pricing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Sections 8 and 10 hereof, the officers and directors of the
Company and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Shares from
any Underwriter shall be deemed a successor or assign by reason merely of such
purchase.

         14.  Time shall be of the essence of each Pricing Agreement.  As used 
herein, the term "business day" shall mean any day when the Commission's 
office in Washington, D.C. is open for business.

         15.  This Agreement and each Pricing Agreement shall be governed by 
and construed in accordance with the laws of the State of New York.


         16.  This Agreement and each Pricing Agreement may be executed by any
one or more of the parties hereto and thereto in seven counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.

         If the foregoing is in accordance with your understanding, please sign
and return to us [one for the Company and one for each of the Representatives
plus one for each counsel] counterparts hereof.

                                                 Very truly yours,

                                                 Scholastic Corporation

                                                 By: ..........................
                                                     Name:

                                                     Title:

Accepted as of the date hereof:

[Name(s) of Representative(s)]

By:]................................

[Name(s) of Representative
Corporation(s)]

                                 -20-







By:.................................
   Name:

   Title:

 ....................................
   [(Name(s) of Co-Representative
          Partnership(s))]]

                                 -21-




                                                                     ANNEX I

                           Pricing Agreement

[Name(s) of Co-Representative(s),]
    As Representatives of the several
      Underwriters named in Schedule I hereto,

                                                                      , 19..

Ladies and Gentlemen:

         Scholastic Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated .......... , 19..  (the "Underwriting
Agreement"), between the Company on the one hand [and (names of
Representatives named therein)] on the other hand, to issue and sell to
the Underwriters named in Schedule I hereto (the "Underwriters") the
Shares specified in Schedule II hereto (the "Designated Shares"
[consisting of Firm Shares and any Optional Shares the Underwriters may
elect to purchase).  [The Designated Shares are [convertible]
[exchangeable] into shares of Common Stock, par value $.01 per share, of
the Company (the "Stock") or debt securities of the Company (the
"Securities"), as specified in Schedule II to this Agreement, which are
[convertible] [exchangeable] into shares of Stock, as specified in
Schedule II to this Agreement. The Securities so specified, if any, are
referred to in this Agreement as the Designated Securities with respect
to this Agreement.]  Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall
be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have
been made at and as of the date of this Pricing Agreement, except that
each representation and warranty which refers to the Prospectus in
Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement
in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in
relation to the Prospectus as amended or supplemented relating to the
Designated Shares which are the subject of this Pricing Agreement.  Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to
refer to you.  Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.  The
Representatives designated to act on behalf of the Representatives and
on behalf of each of the Underwriters of the Designated Shares pursuant
to Section 12 of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth in Schedule
II hereto.

         An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, in the form

heretofore delivered to you is now proposed to be filed with the Commission.

         Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the number of Firm Shares set forth opposite the name of such Underwriter in
Schedule I hereto [and, (b) in the event and to the extent that the Underwriters
shall exercise the election to purchase Optional Shares, as provided below, the
Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the







Company at the purchase price to the Underwriters set forth in Schedule II
hereto that portion of the number of Optional Shares as to which such election
shall have been exercised].

         [The Company hereby grants to each of the Underwriters the right to
purchase at their election up to the number of Optional Shares set forth
opposite the name of such Underwriter in Schedule I hereto on the terms referred
to in the paragraph above for the sole purpose of covering over-allotments in
the sale of the Firm Shares. Any such election to purchase Optional Shares may
be exercised by written notice from the Representatives to the Company given
within a period of 30 calendar days after the date of this Pricing Agreement,
setting forth the aggregate number of Optional Shares to be purchased and the
date on which such Optional Shares are to be delivered, as determined by the
Representatives, but in no event earlier than the First Time of Delivery or,
unless the Representatives and the Company otherwise agree in writing, no
earlier than two or later than ten business days after the date of such notice.]

                                  -2-







         If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and one for each of the Representatives
plus one for each counsel counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of which
shall be submitted to the Company for examination, upon request, but without

warranty on the part of the Representatives as to the authority of the signers
thereof.

                                         Very truly yours,

                                         Scholastic Corporation

                                         By: ...............................
                                             Name:
                                             Title:

Accepted as of the date hereof:

[Name(s) of Representative(s)]

[By: ]..............................

[[Name(s) of Representative Corporation(s)]

By:.................................
   Name:
   Title:

 ....................................
[(Name(s) of Co-Representative Partnership(s))]]

   On behalf of each of the Underwriters

                                  -3-





                              SCHEDULE I

                                                               [Maximum Number
                                                                  of Optional
                                               Number of          Shares Which
                                           [Firm(20)] Shares         May be
                    Underwriter             to be Purchased        Purchased
                    ----------              ---------------        ---------
 ..........................................
[Name(s) of Representative(s)]............
[Names of other Underwriters].............

Total                                                                    (20)]

                                  -4-







                                                       SCHEDULE II

Title of Designated Shares:

[[Depositary Shares]

Depositary:

Deposit Agreement, dated .................., 19..

Each Depositary Share represents ................... share

of [Title of Securities]

[Convertible] [Exchangeable] into .................. shares

of [Title of Securities] [Securities]

[The Securities are convertible into ................. shares of Stock]

Number of Designated Shares:

     Number of Firm Shares:

     Maximum Number of Optional Shares:

Initial Offering Price to Public:

     [$........ per Share] [Formula]

Purchase Price by Underwriters:

     [$........ per Share] [Formula]

[Commission Payable to Underwriters:

$........ per Share in [specify same form of funds as in Specified Funds below]]

Form of Designated Shares:

[Definitive form, to be made available for checking [and packaging] at least
twenty-four hours prior to the Time of Delivery at the office of [The Depository
Trust Company or its designated custodian] [the Representatives]]

[Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to be
made available for checking by the Representatives at least twenty-four hours
prior to the Time of Delivery at the office of DTC.]

Specified Funds for Payment of Purchase Price:


[Federal (next day)][New York] Clearing House (next day) funds

[Describe any blackout provisions with respect to the Designated Shares]

Time of Delivery:

 ........ a.m. (New York City time), ................., 19..

Closing Location:

                                  -5-







Names and addresses of Representatives:

     Designated Representatives:

     Address for Notices, etc.:

[Other Terms]:

                                  -6-







                             SCHEDULE III

                         Material Subsidiaries

Material Domestic Subsidiaries

         Scholastic Inc.

         Scholastic Book Fairs, Inc.

         California School Book Fairs, Inc.

         Scholastic Book Clubs, Inc.

         Scholastic Productions, Inc.

         Scholastic Trumpet Book Clubs, Inc.

Material Foreign Subsidiaries

         Scholastic Australia Pty. Ltd.

         Scholastic Canada Ltd.

         Scholastic New Zealand Ltd.

         Scholastic Ltd.

                                  -7-





                                                                  ANNEX II

         Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that (a similar letter
shall be provided for the Guarantor in which all references to the "Company" are
changed to the "Guarantor"):

                  (i) They are independent certified public accountants with
         respect to the Company and its subsidiaries within the meaning of the
         Act and the applicable published rules and regulations thereunder;

                  (ii) In their opinion, the financial statements and any
         supplementary financial information and schedules (and, if applicable,
         financial forecasts and/or pro forma financial information) examined by
         them and included or incorporated by reference in the Registration
         Statement or the Prospectus comply as to form in all material respects
         with the applicable accounting requirements of the Act or the Exchange
         Act, as applicable, and the related published rules and regulations
         thereunder; and, if applicable, they have made a review in accordance
         with standards established by the American Institute of Certified
         Public Accountants of the consolidated interim financial statements,
         selected financial data, pro forma financial information, financial
         forecasts and/or condensed financial statements derived from audited
         financial statements of the Company for the periods specified in such
         letter, as indicated in their reports thereon, copies of which have
         been [separately] furnished to the representatives of the Underwriters
         (the "Representatives") [and are attached hereto];

                  (iii) They have made a review in accordance with standards
         established by the American Institute of Certified Public Accountants
         of the unaudited condensed consolidated statements of income,
         consolidated balance sheets and consolidated statements of cash flows
         included in the Prospectus and/or included in the Company's quarterly
         reports on Form 10-Q incorporated by reference into the Prospectus as
         indicated in their reports thereon copies of which [have been
         separately furnished to the Representatives] [are attached hereto]; and
         on the basis of specified procedures including inquiries of officials
         of the Company who have responsibility for financial and accounting
         matters regarding whether the unaudited condensed consolidated
         financial statements referred to in paragraph (vi)(A)(i) below comply
         as to form in all material respects with the applicable accounting
         requirements of the [Act and the Exchange] Act and the related
         published rules and regulations, nothing came to their attention that
         caused them to believe that the unaudited condensed consolidated
         financial statements do not comply as to form in all material respects
         with the applicable accounting requirements of the [Act and the
         Exchange] Act and the related published rules and regulations;

                  (iv) The unaudited selected financial information with respect
         to the consolidated results of operations and financial position of the

         Company for the five most recent fiscal years included in the
         Prospectus and included or incorporated by reference in Item 6 of the
         Company's Annual Report on Form 10-K for the most recent fiscal year
         agrees with the corresponding amounts (after restatement where
         applicable) in the audited consolidated financial statements for such
         five fiscal years which were included or incorporated by reference in
         the Company's Annual Reports on Form 10-K for such fiscal years;

                  (v) They have compared the information in the Prospectus under
         selected captions with the disclosure requirements of Regulation S-K
         and on the basis of limited procedures specified in such letter nothing
         came to their attention as a result of the foregoing procedures that
         caused them to believe that this information does not conform in all
         material







         respects with the disclosure requirements of items 301, 302, 402 and 
         503(d), respectively, of Regulation
         S-K;

                  (vi) On the basis of limited procedures, not constituting an
         examination in accordance with generally accepted auditing standards,
         consisting of a reading of the unaudited financial statements and other
         information referred to below, a reading of the latest available
         interim financial statements of the Company and its subsidiaries,
         inspection of the minute books of the Company and its subsidiaries
         since the date of the latest audited financial statements included or
         incorporated by reference in the Prospectus, inquiries of officials of
         the Company and its subsidiaries responsible for financial and
         accounting matters and such other inquiries and procedures as may be
         specified in such letter, nothing came to their attention that caused
         them to believe that:

                               (A) (i) the unaudited condensed consolidated
                 statements of income, consolidated balance sheets and
                 consolidated statements of cash flows included in the
                 Prospectus and/or included or incorporated by reference in the
                 Company's Quarterly Reports on Form 10-Q incorporated by
                 reference in the Prospectus do not comply as to form in all
                 material respects with the applicable accounting requirements
                 of the Exchange Act and the related published rules and
                 regulations, or (ii) any material modifications should be made
                 to the unaudited condensed consolidated statements of income,
                 consolidated balance sheets and consolidated statements of cash
                 flows included in the Prospectus or included in the Company's
                 Quarterly Reports on Form 10-Q incorporated by reference in the
                 Prospectus, for them to be in conformity with generally
                 accepted accounting principles;


                               (B) any other unaudited income statement data and
                 balance sheet items included in the Prospectus do not agree
                 with the corresponding items in the unaudited consolidated
                 financial statements from which such data and items were
                 derived, and any such unaudited data and items were not
                 determined on a basis substantially consistent with the basis
                 for the corresponding amounts in the audited consolidated
                 financial statements included or incorporated by reference in
                 the Company's Annual Report on Form 10-K for the most recent
                 fiscal year;

                               (C) the unaudited financial statements which were
                 not included in the Prospectus but from which were derived the
                 unaudited condensed financial statements referred to in clause
                 (A) and any unaudited income statement data and balance sheet
                 items included in the Prospectus and referred to in Clause (B)
                 were not determined on a basis substantially consistent with
                 the basis for the audited financial statements included or
                 incorporated by reference in the Company's Annual Report on
                 Form 10-K for the most recent fiscal year;

                               (D) any unaudited pro forma consolidated
                 condensed financial statements included or incorporated by
                 reference in the Prospectus do not comply as to form in all
                 material respects with the applicable accounting requirements
                 of the Act and the published rules and regulations thereunder
                 or the pro forma adjustments have not been properly applied to
                 the historical amounts in the compilation of those statements;

                               (E) as of a specified date not more than five
                 days prior to the date of such letter, there have been any
                 changes in the consolidated capital stock (other than issuances
                 of capital stock upon exercise of options and stock
                 appreciation rights, upon earn-outs of performance shares and
                 upon conversions of convertible securities, in each case which
                 were outstanding on the date of the latest balance sheet
                 included or incorporated by reference in the Prospectus) or any
                 increase in the consolidated long-term debt of the Company and
                 its subsidiaries, or any decreases in consolidated net current
                 assets or stockholders' equity or other items specified by the
                 Representatives, or any increases in any items specified by the
                 Representatives, in each case as compared with amounts shown in
                 the latest balance sheet included or incorporated by reference
                 in the Prospectus, except

                                  -2-






                 in each case for changes, increases or decreases which the
                 Prospectus discloses have occurred or may occur or which are

                 described in such letter; and

                               (F) for the period from the date of the latest
                 financial statements included or incorporated by reference in
                 the Prospectus to the specified date referred to in Clause (E)
                 there were any decreases in consolidated net revenues or
                 operating profit or the total or per share amounts of
                 consolidated net income or other items specified by the
                 Representatives, or any increases in any items specified by the
                 Representatives, in each case as compared with the comparable
                 period of the preceding year and with any other period of
                 corresponding length specified by the Representatives, except
                 in each case for increases or decreases which the Prospectus
                 discloses have occurred or may occur or which are described in
                 such letter; and

                        (vii) In addition to the examination referred to in
         their report(s) included or incorporated by reference in the Prospectus
         and the limited procedures, inspection of minute books, inquiries and
         other procedures referred to in paragraphs (iii) and (vi) above, they
         have carried out certain specified procedures, not constituting an
         examination in accordance with generally accepted auditing standards,
         with respect to certain amounts, percentages and financial information
         specified by the Representatives which are derived from the general
         accounting records of the Company and its subsidiaries, which appear in
         the Prospectus (excluding documents incorporated by reference), or in
         Part II of, or in exhibits and schedules to, the Registration Statement
         specified by the Representatives or in documents incorporated by
         reference in the Prospectus specified by the Representatives, and have
         compared certain of such amounts, percentages and financial information
         with the accounting records of the Company and its subsidiaries and
         have found them to be in agreement.

                All references in this Annex II to the Prospectus shall be
deemed to refer to the Prospectus (including the documents incorporated by
reference therein) as defined in the Underwriting Agreement as of the date of
the letter delivered on the date of the Pricing Agreement for purposes of such
letter and to the Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable Designated
Shares for purposes of the letter delivered at the Time of Delivery for such
Designated Shares.

                                  -3-




                                       
                            Scholastic Corporation

                                 Common Stock

                          (par value $.01 per share)

                           -------------------------

                            Underwriting Agreement

                                                                   , 19..

[Name of Lead Underwriter]
[Name(s) of Representative(s),]

To  the Representatives of the several Underwriters named in the respective
    Pricing Agreements hereinafter described.

Ladies and Gentlemen:

      From time to time Scholastic Corporation, a Delaware corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain shares of its Common Stock (the "Shares") specified
in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Firm Shares"). If specified in such Pricing Agreement, the
Company may grant to the Underwriters the right to purchase at their election an
additional number of shares, specified in such Pricing Agreement as provided in
Section 3 hereof (the "Optional Shares"). The Firm Shares and the Optional
Shares, if any, which the Underwriters elect to purchase pursuant to Section 3
hereof are herein collectively called the "Designated Shares".

      The terms and rights of any particular issuance of Designated Shares shall
be as specified in the Pricing Agreement relating thereto.

      1. Particular sales of Designated Shares may be made from time to time to
the Underwriters of such Shares, for whom the firms designated as
representatives of the Underwriters of such Shares in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to Underwriters who act without any firm being designated
as their representative. This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any of the Shares or as an obligation of
any of the Underwriters to purchase any of the Shares. The obligation of the
Company to issue and sell any of the Shares and the obligation of any of the
Underwriters to purchase any of the Shares shall be evidenced by the Pricing
Agreement with respect to the Designated Shares specified therein. Each Pricing
Agreement shall specify the aggregate number of the Firm Shares, the maximum

number of Optional Shares, if any, the initial public offering price of such
Firm and Optional Shares or the manner of determining such price, the purchase
price to the Underwriters of such Designated Shares, the names of the
Underwriters of such Designated Shares, the names of the Representatives of such
Underwriters, the number of such Designated Shares to be purchased by each
Underwriter and the commission, if any, payable to the Underwriters with respect
thereto and shall set forth the date, time and manner of delivery of such Firm
and Optional Shares, if any, and payment therefor. The Pricing Agreement shall
also specify (to the extent not set forth in the registration statement and
prospectus with respect thereto) the terms of such Designated Shares. A Pricing
Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of telegraphic communications
or any other rapid transmission device designed to produce a written record of
communications transmitted. The obligations of the Underwriters under this
Agreement and each Pricing Agreement shall be several and not joint.



      2.    The Company represents and warrants to, and agrees with, 
each of the Underwriters that:

            (a) A registration statement on Form S-3 (File No 333-....) (The
      "Initial Registration Statement") in respect of t[he Shares has been filed
      with the Securities and Exchange Commission (the "Commission"); such
      Initial Registration Statement and any post-effective amendment thereto,
      each in the form heretofore delivered or to be delivered to the
      Representatives and, excluding exhibits to such Registration Statement,
      but including all documents incorporated by reference in the prospectus
      included therein, to the Representatives for each of the other
      Underwriters have been declared effective by the Commission in such form
      other than a registration statement, if any, increasing the size of the
      offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule
      462(b) under the Act, which became effective upon filing; no other
      document with respect to such Initial Registration Statement, or document
      incorporated by reference therein has heretofore been filed, or
      transmitted for filing, with the Commission (other than prospectuses filed
      pursuant to Rule 424(b) of the rules and regulations of the Commission
      under the Act, each in the form heretofore delivered to the
      Representatives); and no stop order suspending the effectiveness of such
      Initial Registration Statement, any post-effective amendments thereto or
      the Rule 462(b) Registration Statement, if any has been issued and no
      proceeding for that purpose has been initiated or threatened by the
      Commission (any preliminary prospectus included in such Initial
      Registration Statement or filed with the Commission pursuant to Rule
      424(a) under the Act, is hereinafter called a "Preliminary Prospectus";
      the various parts of such Initial Registration Statement or such part of
      the Rule 462(b) Registration Statement, if any, became or hereafter
      becomes effective, including all exhibits thereto and the documents
      incorporated by reference in the prospectus contained in the registration
      statement at the time such part of the registration statement became
      effective, each as amended at the time such part of the registration
      statement became effective, but excluding Form T-1, are hereinafter
      collectively called the "Registration Statement"; such final prospectus
      relating to the Shares, in the form in which it has most recently been

      filed, or transmitted for filing, with the Commission on or prior to the
      date of this Agreement, is hereinafter called the "Prospectus"; any
      reference herein to any Preliminary Prospectus or the Prospectus shall be
      deemed to refer to and include the documents incorporated by reference
      therein pursuant to the applicable form under the Act excluding any
      documents or portions of such documents which are deemed under the rules
      and regulations of the Commission under the Act, not to be incorporated by
      reference, as of the date of such Preliminary Prospectus or Prospectus, as
      the case may be; any reference to any amendment or supplement to any
      Preliminary Prospectus or the Prospectus shall be deemed to refer to and
      include any documents filed after the date of such Preliminary Prospectus
      or Prospectus, as the case may be, under the Securities Exchange Act of
      1934, as amended (the "Exchange Act"), and incorporated by reference in
      such Preliminary Prospectus or Prospectus, as the case may be; any
      reference to any amendment to the Registration Statement shall be deemed
      to refer to and include any annual report of the Company filed pursuant to
      Section 13(a) or 15(d) of the Exchange Act after the effective date of the
      Initial Registration Statement that is incorporated by reference in the
      Registration Statement; and any reference to the Prospectus as amended or
      supplemented shall be deemed to refer to the Prospectus as amended or
      supplemented in relation to the applicable Designated Shares in the form
      in which it is filed with the Commission pursuant to Rule 424(b) under the
      Act in accordance with Section 5(a) hereof, including any documents
      incorporated by reference therein as of the date of such filing);

            (b) The documents incorporated by reference in the Prospectus, when
      they became effective or were filed with the Commission, as the case may
      be, conformed in all material respects to the requirements of the Act or
      the Exchange Act, as applicable, and the rules and regulations of the
      Commission thereunder, and none of such documents contained an untrue
      statement of a material fact or omitted to state a material fact required
      to be stated therein or necessary to make the statements therein not
      misleading; and any further documents so filed and incorporated by
      reference in the Prospectus or any further amendment or supplement
      thereto, when such documents become effective or are filed with the
      Commission, as the case may be, will conform in all material respects to
      the requirements of the Act or the Exchange Act, as applicable, and the
      rules and regulations of the Commission thereunder and will not contain an
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading; provided, however, that this representation and warranty
      shall not apply to any statements or omissions made in reliance upon and
      in conformity with information furnished in writing to the Company by an
      Underwriter of Designated Shares through the Representatives expressly for
      use in the Prospectus as amended or supplemented relating to such Shares;

                                       2


            (c) The Registration Statement and the Prospectus conform, and any
      further amendments or supplements to the Registration Statement or the
      Prospectus will conform, in all material respects to the requirements of
      the Act and the rules and regulations of the Commission thereunder and do
      not and will not, as of the applicable effective date as to the

      Registration Statement and any amendment thereto and as of the applicable
      filing date as to the Prospectus and any amendment or supplement thereto,
      contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements
      therein, in the case of the Registration Statement, not misleading, or, in
      the case of the Prospectus, in light of the circumstances in which they
      were made, not misleading; provided, however, that this representation and
      warranty shall not apply to (i) that part of the Registration Statement
      which shall constitute a Trustee's Statement of Eligibility (Form T-1)
      under the Trust Indenture Act and (ii) any statements or omissions made in
      reliance upon and in conformity with information furnished in writing to
      the Company by an Underwriter of Designated Shares through the
      Representatives expressly for use in the Prospectus as amended or
      supplemented relating to such Shares;

            (d) Neither the Company nor any of its subsidiaries has sustained
      since the date of the latest audited consolidated financial statements of
      the Company included or incorporated by reference in the Prospectus any
      material loss or interference with its business from fire, explosion,
      flood or other calamity, whether or not covered by insurance, or from any
      labor dispute or court or governmental action, order or decree, otherwise
      than as set forth or contemplated in the Prospectus; and, since the
      respective dates as of which information is given in the Registration
      Statement and the Prospectus, there has not been any change in the capital
      stock (other than upon the exercise of options pursuant to the Company's
      employee and director stock option plans) or the exercise of conversion
      rights pursuant to any convertible debt instrument issued by the Company
      or long-term debt of the Company or any of its subsidiaries or any
      material adverse change, or any development involving a prospective
      material adverse change, in or affecting the general affairs, management,
      financial position, stockholders' equity or results of operations of the
      Company and its subsidiaries, taken as a whole, otherwise than as set
      forth or contemplated in the Prospectus;

            (e) Each of the Company and its material subsidiaries listed on
      Schedule III hereto (the "Material Subsidiaries") has been duly
      incorporated and is validly existing as a corporation in good standing
      under the laws of the jurisdiction of its incorporation, with power and
      authority (corporate and other) to own its properties and conduct its
      business as described in the Prospectus;

            (f) The Company has an authorized capitalization as set forth in the
      Prospectus, and all of the issued shares of capital stock of the Company
      have been duly and validly authorized and issued and are fully paid and
      non-assessable;

            (g) The Shares have been duly and validly authorized, and, when the
      Firm Shares are issued and delivered and paid for by the Underwriters
      pursuant to this Agreement and the Pricing Agreement with respect to such
      Designated Shares and, in the case of any Optional Shares, pursuant to
      Over-allotment Options (as defined in Section 3 hereof) with respect to
      such Shares, such Designated Shares will be duly and validly issued and
      fully paid and non-assessable; the Shares conform to the description
      thereof contained in the Registration Statement and the Designated Shares

      will conform to the description thereof contained in the Prospectus as
      amended or supplemented with respect to such Designated Shares;

            (h) The issue and sale of the Shares and the compliance by the
      Company with all of the provisions of this Agreement, any Pricing
      Agreement and each Over-allotment Option, if any, and the consummation of
      the transactions contemplated herein and therein will not conflict with or
      result in a breach or violation of any of the terms or provisions of, or
      constitute a default under, any indenture, mortgage, deed of trust, loan
      agreement or other agreement or instrument (after giving effect to any
      amendment or waiver of the terms thereof) to which the Company or any of
      its Material Subsidiaries is a party or by which the Company or any of its
      Material Subsidiaries is bound or to which any of the property or assets
      of the Company or any of its Material Subsidiaries is subject, except for
      such breaches or violations that will not have a material adverse effect
      on the current or future financial position, stockholders equity or
      results of operations of the Company and its subsidiaries taken as a
      whole, nor will such action result in any violation of the provisions of
      the Certificate of Incorporation or By-laws of the Company or any statute
      to the best knowledge of the Company, after reasonable investigation, or
      any order, rule or regulation of any court or governmental agency or body
      having jurisdiction over the Company or any of its Material Subsidiaries
      or any of their properties; and to the best knowledge of the Company,
      after reasonable investigation, no consent, approval, authorization,
      order, registration or qualification of or with any such

                                       3


      court or governmental agency or body is required for the issue and sale of
      the Shares or the consummation by the Company of the transactions
      contemplated by this Agreement or any Pricing Agreement or any
      Over-allotment Option, except such as have been, or will have been prior
      to each Time of Delivery (as defined in Section 4 hereof), obtained under
      the Act and such consents, approvals, authorizations, registrations or
      qualifications as may be required under state or foreign securities or
      Blue Sky laws in connection with the purchase and distribution of the
      Shares by the Underwriters;

            (i) Other than as set forth in the Prospectus, there are no legal or
      governmental proceedings pending to which the Company or any of its
      subsidiaries is a party or of which any property of the Company or any of
      its subsidiaries is the subject, which, if determined adversely to the
      Company or any of its subsidiaries, would individually or in the aggregate
      have a material adverse effect on the current or future consolidated
      financial position, stockholders' equity or results of operations of the
      Company and its subsidiaries; and, to the best of the Company's knowledge,
      no such proceedings are threatened or contemplated by governmental
      authorities or threatened by others;

            (j) Neither the Company nor any of its subsidiaries is (i) in
      violation of its Certificate of Incorporation or By-laws or (ii) in
      default in the performance or observance of any material obligation,
      agreement, covenant or condition contained in any indenture, mortgage,

      deed of trust, loan agreement, lease or other agreement or instrument to
      which it is a party or by which it or any of its properties may be bound,
      except, in the case of (ii) for such breaches or violations that will not
      have a material adverse effect on the current or future financial
      position, stockholders equity or results of operations of the Company and
      its subsidiaries taken as a whole;

            (k) The statements set forth in the Prospectus under the caption
      "Description of Common Stock", insofar as they purport to constitute a
      summary of the terms of the stock[, under the caption ["Taxation"],],
      insofar as they purport to describe the provisions of the laws and
      documents referred to therein, are accurate, complete and fair in all
      material respects;

            (l) The Company is not and, after giving effect to the offering and
      sale of the Shares, will not be an "investment company" or an entity
      "controlled" by an "investment company", as such terms are defined in the
      Investment Company Act of 1940, as amended (the "Investment Company Act")
      required to be registered under the Investment Company Act;

            (n) Ernst & Young LLP, who have certified certain financial
      statements of the Company and its subsidiaries, are independent public
      accountants as required by the Act and the rules and regulations of the
      Commission thereunder.

            (o) The Company and its Material Subsidiaries own and have fully
      sufficient right to use all trademarks, service marks, trade names,
      copyrights and similar rights used in the business conducted or proposed
      to be conducted by them as described in the Prospectus, except such rights
      as are not, individually or in the aggregate, materially important to the
      business conducted or proposed to be conducted by them as described in the
      Prospectus, and neither the Company nor any of its Material Subsidiaries
      has received any notice of infringement of or conflict with (or knows of
      any such infringement of or conflict with) asserted rights of others with
      respect to such trademarks, service marks, trade names, copyrights or
      similar rights, other than such infringements or conflicts that would not,
      individually or in the aggregate, have a material adverse effect on the
      business conducted or proposed to be conducted by the Company and its
      Material Subsidiaries as described in the Prospectus.

      3. Upon the execution of the Pricing Agreement applicable to any
Designated Shares and authorization by the Representatives of the release of the
Firm Shares, the several Underwriters propose to offer the Firm Shares for sale
upon the terms and conditions set forth in the Prospectus as amended or
supplemented.

      The Company may specify in the Pricing Agreement applicable to any
Designated Shares that the Company thereby grants to the Underwriters the right
(an "Overallotment Option") to purchase at their election up to the number of
Optional Shares set forth in such Pricing Agreement, on the terms set forth in
the paragraph above, for the sole purpose of covering over-allotments in the
sale of the Firm Shares. Any such election to purchase Optional Shares may be
exercised by written notice from the Representatives to the Company, given
within a period specified in the Pricing Agreement, setting forth the aggregate

number of Optional Shares to be purchased and the date on which such Optional
Shares are to be delivered, as determined by the Representatives but in no event
earlier than the First Time of Delivery (as defined in Section 4 hereof) or,
unless the

                                       4





Representatives and the Company otherwise agree in writing, earlier than or
later than the respective number of business days after the date of such notice
set forth in such Pricing Agreement.

      The number of Optional Shares to be added to the number of Firm Shares to
be purchased by each Underwriter as set forth in Schedule I to the Pricing
Agreement applicable to such Designated Shares shall be, in each case, the
number of Optional Shares which the Company has been advised by the
Representatives have been attributed to such Underwriter; provided that, if the
Company has not been so advised, the number of Optional Shares to be so added
shall be, in each case, that proportion of Optional Shares which the number of
Firm Shares to be purchased by such Underwriter under such Pricing Agreement
bears to the aggregate number of Firm Shares (rounded as the Representatives may
determine to the nearest 100 shares). The total number of Designated Shares to
be purchased by all the Underwriters pursuant to such Pricing Agreement shall be
the aggregate number of Firm Shares set forth in Schedule I to such Pricing
Agreement plus the aggregate number of Optional Shares which the Underwriters
elect to purchase.

      4. Certificates for the Firm Shares and the Optional Shares to be
purchased by each Underwriter pursuant to the Pricing Agreement relating
thereto, in the form specified in such Pricing Agreement and in such authorized
denominations and registered in such names as the Representatives may request
upon at least forty-eight hours' prior notice to the Company, shall be delivered
by or on behalf of the Company to the Representatives for the account of such
Underwriter, against payment by such Underwriter or on its behalf of the
purchase price therefor to the Company in immediately available funds specified
in such Pricing Agreement, (i) with respect to the Firm Shares, all in the
manner and at the place and time and date specified in such Pricing Agreement or
at such other place and time and date as the Representatives and the Company may
agree upon in writing, such time and date being herein called the "First Time of
Delivery" and (ii) with respect to the Optional Shares, if any, in the manner
and at the time and date specified by the Representatives in the written notice
given by the Representatives of the Underwriters' election to purchase such
Optional Shares, or at such other time and date as the Representatives and the
Company may agree upon in writing, such time and date, if not the First Time of
Delivery, herein called the "Second Time of Delivery". Each such time and date
for delivery is herein called a "Time of Delivery".

   5.    The Company agrees with each of the Underwriters of any 
Designated Shares:

            (a) To prepare the Prospectus as amended and supplemented in

      relation to the applicable Designated Shares in a form approved by the
      Representatives and to file such Prospectus pursuant to Rule 424(b) under
      the Act not later than the Commission's close of business on the second
      business day following the execution and delivery of the Pricing Agreement
      relating to the applicable Designated Shares or, if applicable, such
      earlier time as may be required by Rule 424(b); to make no further
      amendment or any supplement to the Registration Statement or Prospectus as
      amended or supplemented after the date of the Pricing Agreement relating
      to such Shares and prior to any Time of Delivery for such Shares which
      shall be disapproved by the Representatives for such Shares promptly after
      reasonable notice thereof; to advise the Representatives promptly of any
      such amendment or supplement after any Time of Delivery for such Shares
      and furnish the Representatives with copies thereof; if the Company elects
      to rely upon Rule 462(b), the Company shall file a Rule 462(b)
      Registration Statement with the Commission in compliance with Rule 462(b)
      by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and
      the Company shall at the time of filing either pay to the Commission the
      filing fee for the Rule 462(b) Registration Statement or give irrevocable
      instructions for the payment of such fee pursuant to Rule 111(b) under the
      Act; to file promptly all reports and any definitive proxy or information
      statements required to be filed by the Company with the Commission
      pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so
      long as the delivery of a prospectus is required in connection with the
      offering or sale of such Shares, and during such same period to advise the
      Representatives, promptly after it receives notice thereof, of the time
      when any amendment to the Registration Statement has been filed or becomes
      effective or any supplement to the Prospectus or any amended Prospectus
      has been filed with the Commission, of the issuance by the Commission of
      any stop order or of any order preventing or suspending the use of any
      prospectus relating to the Shares, of the suspension of the qualification
      of such Shares for offering or sale in any jurisdiction, of the initiation
      or threatening of any proceeding for any such purpose, or of any request
      by the Commission for the amending or supplementing of the Registration
      Statement or Prospectus or for additional information; and, in the event
      of the issuance of any such stop order or of any such order preventing or
      suspending the use of any prospectus relating to the Shares or suspending
      any such qualification, promptly to use its best efforts to obtain the
      withdrawal of such order;

                                       5


            (b) Promptly from time to time to take such action as the
      Representatives may reasonably request to qualify such Shares for offering
      and sale under the securities laws of such jurisdictions as the
      Representatives may request and to comply with such laws so as to permit
      the continuance of sales and dealings therein in such jurisdictions for as
      long as may be necessary to complete the distribution of such Shares,
      provided that in connection therewith the Company shall not be required to
      qualify as a foreign corporation or to file a general consent to service
      of process in any jurisdiction;

            (c) Prior to 10:00 a.m., New York City time, on the New York
      Business Day next succeeding the date of this Agreement and from time to

      time, to furnish the Underwriters with copies of the Prospectus as amended
      or supplemented in New York City in such quantities as the Representatives
      may from time to time reasonably request, and, if the delivery of a
      prospectus is required at any time in connection with the offering or sale
      of the Shares and if at such time any event shall have occurred as a
      result of which the Prospectus as then amended or supplemented would
      include an untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made when such Prospectus
      is delivered, not misleading, or, if for any other reason it shall be
      necessary during such same period to amend or supplement the Prospectus or
      to file under the Exchange Act any document incorporated by reference in
      the Prospectus in order to comply with the Act or the Exchange Act, to
      notify the Representatives and upon their request to file such document
      and to prepare and furnish without charge to each Underwriter and to any
      dealer in securities as many copies as the Representatives may from time
      to time reasonably request of an amended Prospectus or a supplement to the
      Prospectus which will correct such statement or omission or effect such
      compliance;

            (d) To make generally available to its security holders as soon as
      practicable, but in any event not later than eighteen months after the
      effective date of the Registration Statement (as defined in Rule 158(c)
      under the Act), an earnings statement of the Company and its subsidiaries
      (which need not be audited) complying with Section 11(a) of the Act and
      the rules and regulations of the Commission thereunder (including, at the
      option of the Company, Rule 158); and

            (e) During the period beginning from the date of the Pricing
      Agreement for such Designated Shares and continuing to and including the
      later of (i) the termination of trading restrictions for such Designated
      Shares, as notified to the Company by the Representatives and (ii) the
      last Time of Delivery for such Designated Shares, not to offer, sell,
      contract to sell or otherwise dispose of, except as provided hereunder,
      any securities of the Company that are substantially similar to the
      Designated Shares, including but not limited to any securities that are
      convertible into or exchangeable for, or that represent the right to
      receive, Stock or any such substantially similar securities (other than
      pursuant to employee stock option plans existing on, or upon the
      conversion of convertible or exchangeable securities outstanding as of,
      the date of the Pricing Agreement for such Designated Shares, or to fund
      up to $35 million of future acquisitions by the Company after notice to
      the Representatives) without the prior written consent of the 
      Representatives.

      6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Shares under the Act and all other expenses in connection
with the preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus and the Prospectus and amendments and supplements thereto
and the mailing and delivering of copies thereof to the Underwriters and
dealers; (ii) the cost of printing or producing any Agreement among
Underwriters, this Agreement, any Pricing Agreement, any Blue Sky Memorandum,

closing documents (including compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Shares; (iii)
all expenses in connection with the qualification of the Shares for offering and
sale under state securities laws as provided in Section 5(b) hereof, including
the fees and disbursements of counsel for the Underwriters in connection with
such qualification and in connection with the Blue Sky survey(s); [(iv) any
filing fees incident to, and the fees and disbursements of counsel for the
Underwriters in connection with, any required reviews by the National
Association of Securities Dealers, Inc. of the terms of the sale of the Shares;]
(v) the cost of preparing certificates for the Shares; (vi) the cost and charges
of any transfer agent or registrar or dividend disbursing agent; (vii) any fees
and expenses in connection with listing the Shares; and (viii) all other costs
and expenses incident to the performance of its obligations hereunder and under
any Over-allotment Options which are not otherwise specifically provided for in
this Section. It is understood, however, that, except as provided in this
Section, and Sections 8 and 11 hereof, the Underwriters will pay all of their
own costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Shares by them, and any advertising expenses connected with
any offers they may make.

                                       6



      7. The obligations of the Underwriters of any Designated Shares under the
Pricing Agreement relating to such Designated Shares shall be subject, in the
discretion of the Representatives, to the condition that all representations and
warranties and other statements of the Company in or incorporated by reference
in the Pricing Agreement relating to such Designated Shares are, at and as of
each Time of Delivery for such Designated Shares, true and correct, the
condition that the Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions:

            (a) The Prospectus as amended or supplemented in relation to such
      Designated Shares shall have been filed with the Commission pursuant to
      Rule 424(b) within the applicable time period prescribed for such filing
      by the rules and regulations under the Act and in accordance with Section
      5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule
      462(b) Registration Statement shall have become effective by 10:00 p.m.,
      Washington, D.C. time, on the date of this Agreement. No stop order
      suspending the effectiveness of the Registration Statement or any part
      thereof shall have been issued and no proceeding for that purpose shall
      have been initiated or threatened by the Commission; and all requests for
      additional information on the part of the Commission shall have been
      complied with to the Representatives' reasonable satisfaction;

            (b) Sullivan & Cromwell, counsel for the Underwriters, shall have
      furnished to you such opinion or opinions dated such Time for Delivery,
      with respect to the incorporation of the Company, the validity of the
      Designated Shares, the Registration Statement, the Prospectus and such
      other related matters as you may reasonably request, and such counsel
      shall have receive such papers and information as they may reasonably
      request to enable them to pass upon such matters;


            (c) Coudert Brothers, counsel for the Company shall have furnished
      to the Representatives their written opinions (a draft of each opinion is
      attached as Annex II(a) hereto), dated each Time of Delivery for such
      Designated Shares, respectively, in form and substance satisfactory to the
      Representatives, to the effect that:

            (i) The Company has been duly incorporated and is validly existing
      as a corporation in good standing under the laws of the State of Delaware,
      with power and authority (corporate and other) to own its properties and
      conduct its business as described in the Prospectus as amended or
      supplemented;

            (ii) The Company has an authorized capitalization as set forth in
      the Prospectus as amended or supplemented (giving effect to the
      assumptions set forth therein), and all of the issued shares of capital
      stock of the Company (including the Designated Shares being delivered at
      such Time of Delivery) have been duly and validly authorized and issued
      and are fully paid and non-assessable; and the Designated Shares conform
      to the description thereof in the Prospectus as amended or supplemented;

            (iii) Scholastic Inc. is the registered owner of the trademark
      "Scholastic"; to the best of such counsel's knowledge neither the Company
      nor any of its Material Domestic Subsidiaries has received any notice of
      infringement of or conflict with (or knows of any such infringement of or
      conflict with) asserted rights of others with respect to such trademark;

            (iv) To the best of such counsel's knowledge and other than as set
      forth in the Prospectus, there are no legal or governmental proceedings
      pending to which the Company or any of its Material Subsidiaries is a
      party or of which any property of the Company or any of its Material
      Subsidiaries is the subject which, if determined adversely to the Company
      or any of its Material Subsidiaries, would individually or in the
      aggregate have a material adverse effect on the current or future
      consolidated financial position, stockholders' equity or results of
      operations of the Company and its subsidiaries; and to the best of such
      counsel's knowledge, no such proceedings are threatened or contemplated by
      governmental authorities or threatened by others;

            (v) This Agreement and the Pricing Agreement with respect to the
      Designated Shares have been duly authorized, executed and delivered by the
      Company;

            (vi) The issue and sale of the Designated Shares being delivered at
      such Time of Delivery and the compliance by the Company with all of the
      provisions of this Agreement and the Pricing Agreement with respect to the
      Designated Shares and the consummation of the transactions herein and
      therein contemplated will not conflict with or result in a breach or
      violation of any of the terms or provisions of, or constitute a default
      under, any indenture, mortgage, deed of trust, loan agreement or other
      agreement or instrument (after giving effect to any amendment or waiver of
      the terms thereof) known

                                       7




      to such counsel to which the Company is a party or by which the Company is
      bound or to which any of the property or assets of the Company is subject,
      except for such breaches or violations that will not have a material
      adverse effect on the current or future financial position, stockholders
      equity or results of operations of the Company and its subsidiaries taken
      as a whole, nor will such action result in any violation of the provisions
      of the Certificate of Incorporation or By-laws of the Company or any
      statute or any order, rule or regulation known to such counsel of any
      court or governmental agency or body having jurisdiction over the Company
      or any of its properties;

            (vii) No consent, approval, authorization, order, registration or
      qualification of or with any such court or governmental agency or body is
      required to be obtained or made under the Federal laws of the United
      States of America, the laws of the State of New York or the General
      Corporation Law of the State of Delaware for the issue and sale of the
      Designated Shares being delivered at such Time of Delivery or the
      consummation by the Company of the transactions contemplated by this
      Agreement or such Pricing Agreement, except as shall have been obtained
      under the Act or the Exchange Act, or the rules and regulations
      thereunder, or the bylaws and rules of the National Association of
      Securities Dealers, Inc., and such consents, approvals, authorizations,
      registrations or qualifications as may be required under state or foreign
      securities or Blue Sky laws in connection with the purchase and
      distribution of the Designated Shares by the Underwriters;

            (viii) Neither the Company nor any of its subsidiaries is (i) in
      violation of its Certificate of Incorporation or By-laws or (ii) in
      default in the performance or observance of any material obligation,
      agreement, covenant or condition contained in any indenture, mortgage,
      deed of trust, loan agreement, lease or other agreement or instrument to
      which it is a party or by which it or any of its properties may be bound,
      except, in the case of (ii) for such breaches or violations that will not
      have a material adverse effect on the current or future financial
      position, stockholders equity or results of operations of the Company and
      its subsidiaries taken as a whole;

            (ix) The statements set forth in the Prospectus under the caption
      "Description of Common Stock", insofar as they purport to constitute a
      summary of the terms of the Stock[, under the caption ["Taxation"],]
      insofar as they purport to describe the provisions of the laws and
      documents referred to therein, are accurate, complete and fair in all
      material respects;

            (x) The Company is not an "Investment Company" or an entity
      "controlled" by an "Investment Company", as such terms are defined in the
      Investment Company Act required to be registered as such;

            (xi) The documents incorporated by reference in the Prospectus as
      amended or supplemented (other than the financial statements and related
      schedules therein, as to which such counsel need express no opinion), when
      they became effective or were filed with the Commission, as the case may

      be, complied as to form in all material respects with the requirements of
      the Act or the Exchange Act, as applicable, and the rules and regulations
      of the Commission thereunder; and such counsel has no reason to believe
      that any of such documents, when they became effective or were so filed,
      as the case may be, contained, in the case of a registration statement
      which became effective under the Act, an untrue statement of a material
      fact or omitted to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading, or, in the case
      of other documents which were filed under the Act or the Exchange Act with
      the Commission, an untrue statement of a material fact or omitted to state
      a material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made when such documents
      were so filed, not misleading; and

            (xii) The Registration Statement and the Prospectus as amended or
      supplemented, and any further amendments and supplements thereto made by
      the Company prior to such Time of Delivery (other than the financial
      statements and related schedules therein, as to which such counsel need
      express no opinion), comply as to form in all material respects with the
      requirements of the Act and the rules and regulations thereunder; although
      they do not assume any responsibility for the accuracy, completeness or
      fairness of the statements contained in the Registration Statement or the
      Prospectus, except for those referred to in the opinion in subsection (ix)
      of this Section 7(c), and in giving its opinion required by this Section
      7(c) such counsel shall additionally state that nothing has come to its
      attention to lead it to believe that, as of its effective date, the
      Registration Statement or any further amendment thereto made by the
      Company prior to such Time of Delivery (other than the financial
      statements and related schedules therein, as to which such counsel need
      express no opinion) contained an untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or
      necessary to

                                       8



      make the statements therein not misleading or that, as of its date, the
      Prospectus as amended or supplemented or any further amendment or
      supplement thereto made by the Company prior to such Time of Delivery
      (other than the financial statements and related schedules therein, as to
      which such counsel need express no opinion) contained an untrue statement
      of a material fact or omitted to state a material fact necessary to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading or that, as of such Time of Delivery, either the
      Registration Statement or the Prospectus as amended or supplemented or any
      further amendment or supplement thereto made by the Company prior to such
      Time of Delivery (other than the financial statements and related
      schedules therein, as to which such counsel need express no opinion)
      contains an untrue statement of a material fact or omits to state a
      material fact necessary to make the statements therein, in the light of
      the circumstances under which they were made, not misleading; and they do
      not know of any amendment to the Registration Statement required to be
      filed or any contracts or other documents of a character required to be

      filed as an exhibit to the Registration Statement or required to be
      incorporated by reference into the Prospectus as amended or supplemented
      or required to be described in the Registration Statement or the
      Prospectus as amended or supplemented which are not filed or incorporated
      by reference or described as required;

            In giving its opinion required by this Section 7(c), such counsel
may state that such opinion described above is limited to the Federal laws of
the United States of America, the laws of the States of New York and California
and the General Corporation Law of the State of Delaware.

            (d) At 10:00 a.m., New York City time, on the business day preceding
      the date of the Pricing Agreement for such Designated Shares and at each
      Time of Delivery for such Designated Shares, Ernst & Young LLP who have
      certified the financial statements of the Company and its subsidiaries
      included or incorporated by reference in the Registration Statement shall
      have furnished to the Representatives a letter, dated the effective date
      of the Registration Statement or the date of the most recent report filed
      with the Commission containing financial statements and incorporated by
      reference in the Registration Statement, if the date of such report is
      later than such effective date, and a letter dated such Time of Delivery,
      respectively, to the effect set forth in Annex II hereto, and with respect
      to such letter dated such Time of Delivery, as to such other matters as
      the Representatives may reasonably request and in form and substance
      satisfactory to the Representatives;

            (e) (i) Neither the Company nor any of its subsidiaries shall have
      sustained since the date of the latest audited consolidated financial
      statements of the Company included or incorporated by reference in the
      Prospectus as amended prior to the date of the Pricing Agreement relating
      to the Designated Shares any loss or interference with its business from
      fire, explosion, flood or other calamity, whether or not covered by
      insurance, or from any labor dispute or court or governmental action,
      order or decree, otherwise than as set forth or contemplated in the
      Prospectus as amended prior to the date of the Pricing Agreement relating
      to the Designated Shares, and (ii) since the respective dates as of which
      information is given in the Prospectus as amended prior to the date of the
      Pricing Agreement relating to the Designated Shares there shall not have
      been any change in the capital stock (other than upon the exercise of
      options pursuant to the Company's employee and director stock option
      plans) or long-term debt of the Company or any of its Material
      Subsidiaries or any change, or any development involving a prospective
      change, in or affecting the general affairs, management, financial
      position, stockholders' equity or results of operations of the Company and
      its subsidiaries taken as a whole, otherwise than as set forth or
      contemplated in the Prospectus as amended prior to the date of the Pricing
      Agreement relating to the Designated Shares, the effect of which, in any
      such case described in Clause (i) or (ii), is in the judgment of the
      Representatives so material and adverse as to make it impracticable or
      inadvisable to proceed with the public offering or the delivery of the
      Designated Shares on the terms and in the manner contemplated in the
      Prospectus as amended relating to the Designated Shares;

            (f) On or after the date of the Pricing Agreement relating to the

      Designated Shares (i) no downgrading shall have occurred in the rating
      accorded the Company's debt securities or preferred stock by any
      "nationally recognized statistical rating organization", as that term is
      defined by the Commission for purposes of Rule 436(g)(2) under the Act,
      and (ii) no such organization shall have publicly announced that it has
      under surveillance or review, with possible negative implications, its
      rating of any of the Company's debt securities or preferred stock;

                   (g)   On or after the date of the Pricing Agreement relating
      to the Designated Shares there shall not have occurred any of the
      following: (i) a suspension or material limitation in trading in
      securities generally on the New York Stock Exchange

                                       9



      or on NASDAQ; (ii) a suspension or material limitation in trading in the
      Company's securities on NASDAQ; (iii) a general moratorium on commercial
      banking activities declared by either Federal or New York State
      authorities; or (iv) the outbreak or escalation of hostilities involving
      the United States or the declaration by the United States of a national
      emergency or war, or (v) a change in national or international political,
      financial or economic conditions or currency exchange rates or controls if
      the effect of any such event specified in Clause (iv) or (v) is in the
      judgment of the Representatives so material and adverse as to make it
      impracticable or inadvisable to proceed with the public offering or the
      delivery of the Firm Shares or Optional Shares or both on the terms and in
      the manner contemplated in the Prospectus as first amended or supplemented
      relating to the Designated Shares;

            (h) The Shares at each Time of Delivery shall have been duly listed,
      subject to notice of issuance, on the Exchange for quotation on NASDAQ
      National Market System; and

            (i) The Company shall have furnished or caused to be furnished to
      the Representatives at each Time of Delivery for the Designated Shares
      certificates of officers of the Company satisfactory to the
      Representatives as to the accuracy of the representations and warranties
      of the Company herein at and as of such Time of Delivery, as to the
      performance by the Company of all of its obligations hereunder to be
      performed at or prior to such Time of Delivery, as to the matters set
      forth in subsections (a) and (e) of this Section and as to such other
      matters as the Representatives may reasonably request; and

            (j) The Company shall have obtained and delivered to the
      Underwriters executed copies of an agreement from each of the stockholders
      listed in Schedule IV hereto substantially to the effect set forth in
      subsection 5(e) hereof with respect to securities beneficially owned by
      such stockholders in form and substance satisfactory to you.

      8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such

losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Shares, or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will periodically
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Shares, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Shares through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Shares.

            (b) Each Underwriter will indemnify and hold harmless the Company
      against any losses, claims, damages or liabilities to which the Company
      may become subject, under the Act or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out
      of or are based upon an untrue statement or alleged untrue statement of a
      material fact contained in any Preliminary Prospectus, any preliminary
      prospectus supplement, the Registration Statement, the Prospectus as
      amended or supplemented and any other prospectus relating to the Shares,
      or any amendment or supplement thereto, or arise out of or are based upon
      the omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein not
      misleading, in each case to the extent, but only to the extent, that such
      untrue statement or alleged untrue statement or omission or alleged
      omission was made in any Preliminary Prospectus, any preliminary
      prospectus supplement, the Registration Statement, the Prospectus as
      amended or supplemented and any other prospectus relating to the Shares,
      or any such amendment or supplement in reliance upon and in conformity
      with written information furnished to the Company by such Underwriter
      through the Representatives expressly for use therein; and will reimburse
      the Company for any legal or other expenses reasonably incurred by the
      Company in connection with investigating or defending any such action or
      claim as such expenses are incurred.

                                         10


            (c) Promptly after receipt by an indemnified party under subsection
      (a) or (b) above of notice of the commencement of any action, such
      indemnified party shall, if a claim in respect thereof is to be made
      against the indemnifying party under such subsection, notify the
      indemnifying party in writing of the commencement thereof; but the
      omission so to notify the indemnifying party shall not relieve it from any
      liability which it may have to any indemnified party otherwise than under

      such subsection. In case any such action shall be brought against any
      indemnified party and it shall notify the indemnifying party of the
      commencement thereof, the indemnifying party shall be entitled to
      participate therein and, to the extent that it shall wish, jointly with
      any other indemnifying party similarly notified, to assume the defense
      thereof, with counsel satisfactory to such indemnified party (who shall
      not, except with the consent of the indemnified party, be counsel to the
      indemnifying party), and, after notice from the indemnifying party to such
      indemnified party of its election so to assume the defense thereof, the
      indemnifying party shall not be liable to such indemnified party under
      such subsection for any legal expenses of other counsel or any other
      expenses, in each case subsequently incurred by such indemnified party, in
      connection with the defense thereof other than reasonable costs of
      investigation. Each indemnified party will cooperate fully with respect to
      all aspects of any matter to which indemnification is being sought. No
      indemnifying party shall, without the written consent of the indemnified
      party, effect the settlement or compromise of, or consent to the entry of
      any judgment with respect to, any pending or threatened action or claim in
      respect of which indemnification or contribution may be sought hereunder
      (whether or not the indemnified party is an actual or potential party to
      such action or claim) unless such settlement, compromise or judgment (i)
      includes an unconditional release of the indemnified party from all
      liability arising out of such action or claim, and (ii) does not include
      any statement as to or an admission of fault, culpability or a failure to
      act, by or on behalf of any indemnified party. An indemnifying party shall
      not be required to indemnify an indemnified party for the amount paid or
      payable by the indemnified party in the settlement of any claim, action,
      proceeding or investigation undertaken without the prior written consent
      of the indemnifying party, which consent shall not be unreasonably
      withheld.

            (d) If the indemnification provided for in this Section 8 is
      unavailable to or insufficient to hold harmless an indemnified party under
      subsection (a) or (b) above in respect of any losses, claims, damages or
      liabilities (or actions in respect thereof) referred to therein, then each
      indemnifying party shall contribute to the amount paid or payable by such
      indemnified party as a result of such losses, claims, damages or
      liabilities (or actions in respect thereof) in such proportion as is
      appropriate to reflect the relative benefits received by the Company on
      the one hand and the Underwriters of the Designated Shares on the other
      from the offering of the Designated Shares to which such loss, claim,
      damage or liability (or action in respect thereof) relates. If, however,
      the allocation provided by the immediately preceding sentence is not
      permitted by applicable law or if the indemnified party failed to give the
      notice required under subsection (c) above, then each indemnifying party
      shall contribute to such amount paid or payable by such indemnified party
      in such proportion as is appropriate to reflect not only such relative
      benefits but also the relative fault of the Company on the one hand and
      the Underwriters of the Designated Shares on the other in connection with
      the statements or omissions which resulted in such losses, claims, damages
      or liabilities (or actions in respect thereof), as well as any other
      relevant equitable considerations. The relative benefits received by the
      Company on the one hand and such Underwriters on the other shall be deemed
      to be in the same proportion as the total net proceeds from such offering

      (before deducting expenses) received by the Company bear to the total
      underwriting discounts and commissions received by such Underwriters. The
      relative fault shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or the
      omission or alleged omission to state a material fact relates to
      information supplied by the Company on the one hand or such Underwriters
      on the other and the parties' relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or
      omission. The Company and the Underwriters agree that it would not be just
      and equitable if contributions pursuant to this subsection (d) were
      determined by pro rata allocation (even if the Underwriters were treated
      as one entity for such purpose) or by any other method of allocation which
      does not take account of the equitable considerations referred to above in
      this subsection (d). The amount paid or payable by an indemnified party as
      a result of the losses, claims, damages or liabilities (or actions in
      respect thereof) referred to above in this subsection (d) shall be deemed
      to include any legal or other expenses reasonably incurred by such
      indemnified party in connection with investigating or defending any such
      action or claim. Notwithstanding the provisions of this subsection (d), no
      Underwriter shall be required to contribute any amount in excess of the
      amount by which the total price at which the applicable Designated Shares
      underwritten by it and distributed to the public were offered to the
      public exceeds the amount of any damages which

                                         11



      such Underwriter has otherwise been required to pay by reason of such
      untrue or alleged untrue statement or omission or alleged omission. No
      person guilty of fraudulent misrepresentation (within the meaning of
      Section 11(f) of the Act) shall be entitled to contribution from any
      person who was not guilty of such fraudulent misrepresentation. The
      obligations of the Underwriters of Designated Shares in this subsection
      (d) to contribute are several in proportion to their respective
      underwriting obligations with respect to such Shares and not joint.

            (e) The obligations of the Company under this Section 8 shall be in
      addition to any liability which the Company may otherwise have and shall
      extend, upon the same terms and conditions, to each person, if any, who
      controls any Underwriter within the meaning of the Act; and the
      obligations of the Underwriters under this Section 8 shall be in addition
      to any liability which the respective Underwriters may otherwise have and
      shall extend, upon the same terms and conditions, to each officer and
      director of the Company and to each person, if any, who controls the
      Company within the meaning of the Act.

      9. (a) If any Underwriter shall default in its obligation to purchase the
Firm Shares or Optional Shares which it has agreed to purchase under the Pricing
Agreement relating to such Shares, the Representatives may in their discretion
arrange for themselves or another party or other parties to purchase such Shares
on the terms contained herein. If within thirty-six hours after such default by
any Underwriter the Representatives do not arrange for the purchase of such Firm
Shares or Optional Shares, as the case may be, then the Company shall be

entitled to a further period of thirty-six hours within which to procure another
party or other parties satisfactory to the Representatives to purchase such
Shares on such terms. In the event that, within the respective prescribed
period, the Representatives notify the Company that they have so arranged for
the purchase of such Shares, or the Company notifies the Representatives that it
has so arranged for the purchase of such Shares, the Representatives or the
Company shall have the right to postpone a Time of Delivery for such Shares for
a period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used in
this Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to the Pricing Agreement
with respect to such Designated Shares.

            (b) If, after giving effect to any arrangements for the purchase of
      the Firm Shares or Optional Shares, as the case may be, of a defaulting
      Underwriter or Underwriters by the Representatives and the Company as
      provided in subsection (a) above, the aggregate number of such Shares
      which remains unpurchased does not exceed one-eleventh of the aggregate
      number of the Firm Shares or Optional Shares, as the case may be, to be
      purchased at the respective Time of Delivery, then the Company shall have
      the right to require each non-defaulting Underwriter to purchase the
      number of Firm Shares or Optional Shares, as the case may be, which such
      Underwriter agreed to purchase under the Pricing Agreement relating to
      such Designated Shares and, in addition, to require each non-defaulting
      Underwriter to purchase its pro rata share (based on the number of Firm
      Shares or Optional Shares, as the case may be, which such Underwriter
      agreed to purchase under such Pricing Agreement) of the Firm Shares or
      Optional Shares, as the case may be, of such defaulting Underwriter or
      Underwriters for which such arrangements have not been made; but nothing
      herein shall relieve a defaulting Underwriter from liability for its
      default.

            (c) If, after giving effect to any arrangements for the purchase of
      the Firm Shares or Optional Shares, as the case may be, of a defaulting
      Underwriter or Underwriters by the Representatives and the Company as
      provided in subsection (a) above, the aggregate number of Firm Shares or
      Optional Shares, as the case may be, which remains unpurchased exceeds
      one-eleventh of the aggregate number of the Firm Shares or Optional
      Shares, as the case may be, to be purchased at the respective Time of
      Delivery, as referred to in subsection (b) above, or if the Company shall
      not exercise the right described in subsection (b) above to require
      non-defaulting Underwriters to purchase Firm Shares or Optional Shares, as
      the case may be, of a defaulting Underwriter or Underwriters, then the
      Pricing Agreement relating to such Firm Shares or the Over-allotment
      Option relating to such Optional Shares, as the case may be, shall
      thereupon terminate, without liability on the part of any non-defaulting
      Underwriter or the Company, except for the expenses to be borne by the
      Company and the Underwriters as provided in Section 6 hereof and the
      indemnity and contribution agreements in Section 8 hereof; but nothing
      herein shall relieve a defaulting Underwriter from liability for its

      default.

                                         12



      10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Shares.

      11. If any Pricing Agreement or Over-allotment Option shall be terminated
pursuant to Section 9 hereof, the Company shall not then be under any liability
to any Underwriter with respect to the Firm Shares or Optional Shares with
respect to which such Pricing Agreement shall have been terminated except as
provided in Sections 6 and 8 hereof; but, if for any other reason, Designated
Shares are not delivered by or on behalf of the Company as provided herein, the
Company agrees to reimburse the Underwriters through the Representatives for all
out-of-pocket expenses approved in writing by the Representatives, including
fees, disbursements and expenses of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of such
Designated Shares not so delivered, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Shares
except as provided in Sections 6 and 8 hereof.

      12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Shares shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

      All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company, Scholastic
Corporation, 555 Broadway, New York, New York 10012-3999, Attention: Senior Vice
President - Legal and Business Affairs, facsimile transmission no. (212)
343-6926; provided, however, that any notice to an Underwriter pursuant to
Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile
transmission to such Underwriter at [address of Representative(s)], which
address will be supplied to the Company by the Representatives upon request. Any
such statements, requests, notices or agreements shall take effect upon receipt
thereof.

      13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Sections 8 and 10 hereof, the officers and directors of the Company
and each person who controls the Company or any Underwriter, and their

respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Shares from
any Underwriter shall be deemed a successor or assign by reason merely of such
purchase.

      14. Time shall be of the essence of each Pricing Agreement.  As used
herein, the term "business day" shall mean any day when the Commission's office
in Washington, D.C. is open for business.

      15. This Agreement and each Pricing Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

      16. This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.

                                         13





      If the foregoing is in accordance with your understanding, please sign and
return to us [one for the Company and one for each of the Representatives plus
one for each counsel] counterparts hereof.

                                            Very truly yours,

                                            Scholastic Corporation



                                            By: ............................
                                                Name:
                                                Title:

Accepted as of the date hereof:

[Name(s) of Representative(s)]



By:...............................................



[Name(s) of Co-Representative
Corporation(s)]



By:...............................................

     Name:
     Title:

 ..................................................
       [(Name(s) of Co-Representative
              Partnership(s))

                                         14






                                                    ANNEX I

                                  Pricing Agreement

[Name(s) of Representative(s),( )]
    As Representatives of the several
      Underwriters named in Schedule I hereto,

                                                                  , 19..

Ladies and Gentlemen:

       Scholastic Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated .......... , 19..  (the "Underwriting Agreement"), between the
Company on the one hand and [(names of the Representatives named therein)] on
the other hand, to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Shares specified in Schedule II hereto (the "Designated
Shares" [consisting of Firm Shares and any Optional Shares the Underwriters may
elect to purchase]).  Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Shares which are the
subject of this Pricing Agreement.  Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you.  Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined.  The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Shares pursuant to Section 12 of
the Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth in Schedule II hereto.

      An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, in the form
heretofore delivered to you is now proposed to be filed with the Commission.

      Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, [(a)] the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
the time and place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the number of Firm Shares set forth opposite the name of
such Underwriter in Schedule I hereto [and, (b) in the event and to the extent

that the Underwriters shall exercise the election to purchase Optional Shares,
as provided below, the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company at the purchase price to the Underwriters set forth in
Schedule II hereto that portion of the number of Optional Shares as to which
such election shall have been exercised].

      [The Company hereby grants to each of the Underwriters the right to
purchase at their election up to the number of Optional Shares set forth
opposite the name of such Underwriter in Schedule I hereto on the terms referred
to in the paragraph above for the sole purpose of covering over-allotments in
the sale of the Firm Shares. Any such election to purchase Optional Shares may
be exercised by written notice from the Representatives to the Company given
within a period of 30 calendar days after the date of this Pricing Agreement,
setting forth the aggregate number of Optional



Shares to be purchased and the date on which such Optional Shares are to be
delivered, as determined by the Representatives, but in no event earlier than
the First Time of Delivery or, unless the Representatives and the Company
otherwise agree in writing, no earlier than two or later than ten business days
after the date of such notice.]

                                       2




      If the foregoing is in accordance with your understanding, please sign and
return to us ________________________________________________________________
counterparts hereof, and upon acceptance hereof by you, on behalf of each of the
Underwriters, this letter and such acceptance hereof, including the provisions
of the Underwriting Agreement incorporated herein by reference, shall constitute
a binding agreement between each of the Underwriters and the Company. It is
understood that your acceptance of this letter on behalf of each of the
Underwriters is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be submitted to the
Company for examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.

                                Very truly yours,

                                Scholastic Corporation

                                By: ...........................
                                    Name:
                                    Title:

Accepted as of the date hereof:

[Name(s) of Representative(s)]



[By:].........................................................

[[Name(s) of Co-Representative Corporation(s)]



By:...........................................................
     Name:
     Title:

 ..............................................................
             [(Name(s) of Co-Representative Partnership(s))]

                  On behalf of each of the Underwriters

                                       3



                                  SCHEDULE I

                                                          [Maximum Number
                                                            of Optional
                                             Number of      Shares Which
                                           [Firm] Shares       May be
               Underwriter                to be Purchased    Purchased
               -----------                ---------------  --------------

[Name(s) of Representative(s)].........
[Names of other Underwriters]..........

Total                                                               (14)]

                                       4






                                  SCHEDULE II

Title of Designated Shares:

Number of Designated Shares:

     Number of Firm Shares:

     Maximum Number of Optional Shares:

Initial Offering Price to Public:

     [$........ per Share] [Formula]

Purchase Price by Underwriters:

     [$........ per Share] [Formula]

[Commission Payable to Underwriters:

$........ per Share in [specify same form of funds as in Specified Funds below]]

Form of Designated Shares:

Definitive form, to be made available for checking [and packaging] at least
twenty-four hours prior to the Time of Delivery at the office of [The Depository
Trust Company or its designated custodian] [the Representatives]

Specified Funds for Payment of Purchase Price:

[Federal (same day)][New York] Clearing House (next day) funds

[Describe any blackout provisions with respect to the Designated Shares]

Time of Delivery:

 ......... a.m. (New York City time), .................., 19..

Closing Location:

Names and Addresses of Representatives:

     Designated Representatives:

     Address for Notices, etc.:

[Other Terms]

                                       5


                                 SCHEDULE III

                             Material Subsidiaries

Material Domestic Subsidiaries

                Scholastic Inc.
                Scholastic Book Fairs, Inc.
                California School Book Fairs Inc.
                Scholastic Book Clubs, Inc.
                Scholastic Productions, Inc.
                Scholastic Trumpet Book Clubs, Inc.

Material Foreign Subsidiaries

                Scholastic Australia Pty. Ltd.
                Scholastic Canada Ltd.
                Scholastic New Zealand Ltd.
                Scholastic Ltd.



                                                                  ANNEX II

      Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

            (i) They are independent certified public accountants with respect
      to the Company and its subsidiaries within the meaning of the Act and the
      applicable published rules and regulations thereunder;

            (ii) In their opinion, the financial statements and any
      supplementary financial information and schedules (and, if applicable,
      financial forecasts and/or pro forma financial information) examined by
      them and included or incorporated by reference in the Registration
      Statement or the Prospectus comply as to form in all material respects
      with the applicable accounting requirements of the Act or the Exchange
      Act, as applicable, and the related published rules and regulations
      thereunder; and, if applicable, they have made a review in accordance with
      standards established by the American Institute of Certified Public
      Accountants of the consolidated interim financial statements, selected
      financial data, pro forma financial information, financial forecasts
      and/or condensed financial statements derived from audited financial
      statements of the Company for the periods specified in such letter, as
      indicated in their reports thereon, copies of which are attached hereto;

            (iii) They have made a review in accordance with standards
      established by the American Institute of Certified Public Accountants of
      the unaudited condensed consolidated statements of income, consolidated
      balance sheets and consolidated statements of cash flows included in the
      Prospectus and/or included in the Company's quarterly reports on Form 10-Q
      incorporated by reference into the Prospectus as indicated in their
      reports thereon copies of which are attached hereto; and on the basis of
      specified procedures including inquiries of officials of the Company who
      have responsibility for financial and accounting matters regarding whether
      the unaudited condensed consolidated financial statements referred to in
      paragraph (vi)(A)(i) below comply as to form in all material respects with
      the applicable accounting requirements of the [Act and the Exchange Act
      and the related published rules and regulations, nothing came to their
      attention that caused them to believe that the unaudited condensed
      consolidated financial statements do not comply as to form in all material
      respects with the applicable accounting requirements of the Act and the
      Exchange Act and the related published rules and regulations;

            (iv) The unaudited selected financial information with respect to
      the consolidated results of operations and financial position of the
      Company for the five most recent fiscal years included in the Prospectus
      and included or incorporated by reference in Item 6 of the Company's
      Annual Report on Form 10-K for the most recent fiscal year agrees with the
      corresponding amounts (after restatement where applicable) in the audited
      consolidated financial statements for such five fiscal years which were
      included or incorporated by reference in the Company's Annual Reports on
      Form 10-K for such fiscal years;

            (v) They have compared the information in the Prospectus under

      selected captions with the disclosure requirements of Regulation S-K and
      on the basis of limited procedures specified in such letter nothing came
      to their attention as a result of the foregoing procedures that caused
      them to believe that this information does not conform in all material
      respects with the disclosure requirements of items 301, 302, 402 and
      503(d), respectively, of Regulation S-K;

            (vi) On the basis of limited procedures, not constituting an
      examination in accordance with generally accepted auditing standards,
      consisting of a reading of the unaudited financial statements and other
      information referred to below, a reading of the latest available interim
      financial statements of the Company and its subsidiaries, inspection of
      the minute books of the Company and its subsidiaries since the date of the
      latest audited financial statements included or incorporated by reference
      in the Prospectus, inquiries of officials of the Company and its
      subsidiaries responsible for financial and accounting matters and such
      other inquiries and procedures as may be specified in such letter, nothing
      came to their attention that caused them to believe that:

            (A) (i) the unaudited condensed consolidated statements of income,
      consolidated balance sheets and consolidated statements of cash flows
      included in the Prospectus and/or included or incorporated by reference in
      the Company's Quarterly Reports on Form 10-Q incorporated by reference in
      the Prospectus do not comply as to form in all material respects with the
      applicable accounting requirements of the Exchange Act and the related
      published rules and



      regulations, or (ii) any material modifications should be made to the
      unaudited condensed consolidated statements of income, consolidated
      balance sheets and consolidated statements of cash flows included in the
      Prospectus or included in the Company's Quarterly Reports on Form 10-Q
      incorporated by reference in the Prospectus, for them to be in conformity
      with generally accepted accounting principles;

            (B) any other unaudited income statement data and balance sheet
      items included in the Prospectus do not agree with the corresponding items
      in the unaudited consolidated financial statements from which such data
      and items were derived, and any such unaudited data and items were not
      determined on a basis substantially consistent with the basis for the
      corresponding amounts in the audited consolidated financial statements
      included or incorporated by reference in the Company's Annual Report on
      Form 10-K for the most recent fiscal year;

            (C) the unaudited financial statements which were not included in
      the Prospectus but from which were derived the unaudited condensed
      financial statements referred to in clause (A) and any unaudited income
      statement data and balance sheet items included in the Prospectus and
      referred to in Clause (B) were not determined on a basis substantially
      consistent with the basis for the audited financial statements included or
      incorporated by reference in the Company's Annual Report on Form 10-K for
      the most recent fiscal year;


            (D) any unaudited pro forma consolidated condensed financial
      statements included or incorporated by reference in the Prospectus do not
      comply as to form in all material respects with the applicable accounting
      requirements of the Act and the published rules and regulations thereunder
      or the pro forma adjustments have not been properly applied to the
      historical amounts in the compilation of those statements;

            (E) as of a specified date not more than five days prior to the date
      of such letter, there have been any changes in the consolidated capital
      stock (other than issuances of capital stock upon exercise of options and
      stock appreciation rights, upon earn-outs of performance shares and upon
      conversions of convertible securities, in each case which were outstanding
      on the date of the latest balance sheet included or incorporated by
      reference in the Prospectus) or any increase in the consolidated long-term
      debt of the Company and its subsidiaries, or any decreases in consolidated
      net current assets or stockholders' equity or other items specified by the
      Representatives, or any increases in any items specified by the
      Representatives, in each case as compared with amounts shown in the latest
      balance sheet included or incorporated by reference in the Prospectus,
      except in each case for changes, increases or decreases which the
      Prospectus discloses have occurred or may occur or which are described in
      such letter; and

            (F) for the period from the date of the latest financial statements
      included or incorporated by reference in the Prospectus to the specified
      date referred to in Clause (E) there were any decreases in consolidated
      net revenues or operating profit or the total or per share amounts of
      consolidated net income or other items specified by the Representatives,
      or any increases in any items specified by the Representatives, in each
      case as compared with the comparable period of the preceding year and with
      any other period of corresponding length specified by the Representatives,
      except in each case for increases or decreases which the Prospectus
      discloses have occurred or may occur or which are described in such
      letter; and

            (vii) In addition to the examination referred to in their report(s)
      included or incorporated by reference in the Prospectus and the limited
      procedures, inspection of minute books, inquiries and other procedures
      referred to in paragraphs (iii) and (vi) above, they have carried out
      certain specified procedures, not constituting an examination in
      accordance with generally accepted auditing standards, with respect to
      certain amounts, percentages and financial information specified by the
      Representatives which are derived from the general accounting records of
      the Company and its subsidiaries, which appear in the Prospectus
      (excluding documents incorporated by reference), or in Part II of, or in
      exhibits and schedules to, the Registration Statement specified by the
      Representatives or in documents incorporated by reference in the
      Prospectus specified by the Representatives, and have compared certain of
      such amounts, percentages and financial information with the accounting
      records of the Company and its subsidiaries and have found them to be in
      agreement.

      All references in this Annex II to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as

defined in the Underwriting Agreement as of the date of the letter delivered on
the date

                                       2





of the Pricing Agreement for purposes of such letter and to the Prospectus as
amended or supplemented (including the documents incorporated by reference
therein) in relation to the applicable Designated Shares for purposes of the
letter delivered at the Time of Delivery for such Designated Shares.

                                       3




                                                                     Exhibit 1.4

                        Scholastic Corporation

               [__% Convertible Subordinated Debentures]

                            due __________

                          ------------------

                        Underwriting Agreement

                                                       ....................,19..

[Name of Lead Underwriter]
[Name(s) of Representative(s),]

  As representatives of the several Underwriters
  named in Schedule I hereto,

Ladies and Gentlemen:

  Scholastic Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of
$.......... principal amount of the [Convertible Subordinated Debentures],
convertible into Common Stock, par value $.01 per share ("Stock") of the
Company, specified above (the "Firm Securities") and, at the election of the
Underwriters, up to an aggregate of $.......... additional aggregate principal
amount (the "Optional Securities") (the Firm Securities and the Optional
Securities which the Underwriters elect to purchase pursuant to Section 2 hereof
are herein collectively called the "Securities").

         1.      The Company represents and warrants to, and agrees with, 
each of the Underwriters that:

                 (a) A registration statement on Form S-3 (File No. 333....)
         (the "Initial Registration Statement") in respect of the Securities and
         shares of the Stock issuable upon conversion thereof has been filed
         with the Securities and Exchange Commission (the "Commission"); such
         Initial Registration Statement and any post-effective amendment
         thereto, each in the form heretofore delivered to you, and, excluding
         exhibits thereto but including all documents incorporated by reference
         in the prospectus contained therein, to you for each of the other
         Underwriters, have been declared effective by the Commission in such
         form; other than a registration statement, if any, increasing the size
         of the offering (a "Rule 462(b) Registration Statement"), filed
         pursuant to Rule 462(b) under the Securities Act of 1933, as amended
         (the "Act"), which became effective upon filing, no other document with
         respect to such registration statement or document incorporated by
         reference therein has heretofore been filed with the Commission (other
         than prospectuses filed pursuant to Rule 424(b) of the Rules and
         Regulations of the Commission under the Act each in


         the form previously delivered to the Representatives); and no stop
         order suspending the effectiveness of the Initial Registration
         Statement, any post-effective amendments thereto or the Rule 462(b)
         Registration Statement, if any, has been issued and no proceeding for
         that purpose has been initiated or threatened by the Commission (any
         preliminary prospectus included in the Initial Registration Statement
         or filed with the Commission pursuant to Rule 424(a) of the rules and
         regulations of the Commission under the Act, is hereinafter called a
         "Preliminary Prospectus"; the various parts of the Initial Registration
         Statement and the Rule 462(b) Registration Statement, if any, including
         all exhibits thereto and the documents incorporated by reference in the
         prospectus contained in the registration statement at the time such
         part of the registration statement became effective but excluding Form
         T-1, each as amended at the time such part of the registration
         statement became effective, are hereinafter collectively called the
         "Registration Statement"; [such final prospectus,] in the form first
         filed pursuant to Rule 424(b) under the Act [the prospectus relating to
         the Securities, in the form in which it most recently has been filed,
         or transmitted for filing, on or prior to the date of this Agreement],
         is hereinafter called the "Prospectus"; and any reference herein to any
         Preliminary Prospectus or the Prospectus shall be deemed to refer to
         and include the documents incorporated by reference therein pursuant to
         Item 12 of Form S-3 under the Act excluding any documents or portions
         of such documents which are deemed under the rules and regulations of
         the Commission under the Act, not to be incorporated by reference, as
         of the date of such Preliminary Prospectus or Prospectus, as the case
         may be; any reference to any amendment or supplement to any Preliminary
         Prospectus or the Prospectus shall be deemed to refer to and include
         any documents filed after the date of such Preliminary Prospectus or
         Prospectus, as the case may be, under the Securities Exchange Act of
         1934, as amended (the "Exchange Act"), and incorporated by reference in
         such Preliminary Prospectus or Prospectus, as the case may be; and any
         reference to any amendment to the Registration Statement shall be
         deemed to refer to and include any annual report of the Company filed
         pursuant to Section 13(a) or 15(d) of the Exchange Act after the
         effective date of the Initial Registration Statement that is
         incorporated by reference in the Registration Statement;

                 (b) No order preventing or suspending the use of any
         Preliminary Prospectus has been issued by the Commission, and each
         Preliminary Prospectus, at the time of filing thereof, conformed in all
         material respects to the requirements of the Act and the Trust
         Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
         rules and regulations of the Commission thereunder, and did not contain
         an untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading; provided, however, that this representation and
         warranty shall not apply to any statements or omissions made in
         reliance upon and in conformity with information furnished in writing
         to the Company by an Underwriter through [name of Representative(s)]
         expressly for use therein;


                 (c) The documents incorporated by reference in the Prospectus,
         when they became effective or were filed with the Commission, as the
         case may be, conformed in all material respects to the requirements of
         the Act or the Exchange Act, as

                                      -2-

         applicable, and the rules and regulations of the Commission thereunder,
         and none of such documents contained an untrue statement of a material
         fact or omitted to state a material fact required to be stated therein
         or necessary to make the statements therein not misleading; and any
         further documents so filed and incorporated by reference in the
         Prospectus or any further amendment or supplement thereto, when such
         documents become effective or are filed with the Commission, as the
         case may be, will conform in all material respects to the requirements
         of the Act or the Exchange Act, as applicable, and the rules and
         regulations of the Commission thereunder and will not contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading; provided, however, that this representation and warranty
         shall not apply to any statements or omissions made in reliance upon
         and in conformity with information furnished in writing to the Company
         by an Underwriter through [name of Representative(s)] expressly for use
         therein;

                 (d) The Registration Statement conforms, and the Prospectus and
         any further amendments or supplements to the Registration Statement or
         the Prospectus will conform, in all material respects to the
         requirements of the Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder and do not and will not, as of
         the applicable effective date as to the Registration Statement and any
         amendment thereto and as of the applicable filing date as to the
         Prospectus and any amendment or supplement thereto, contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein in the
         case of the Registration Statement not misleading, or, in the case of
         the Prospectus, in light of the circumstances in which they were made,
         not misleading; provided, however, that this representation and
         warranty shall not apply to (i) that part of the Registration Statement
         which shall constitute a Trustee's Statement of Eligibility (Form T-1)
         under the Trust Indenture Act and (ii) any statements or omissions made
         in reliance upon and in conformity with information furnished in
         writing to the Company by an Underwriter through [name of
         Representative(s)] expressly for use therein;

                 (e) Neither the Company nor any of its subsidiaries has
         sustained since the date of the latest audited consolidated financial
         statements of the Company included or incorporated by reference in the
         Prospectus any material loss or interference with its business from
         fire, explosion, flood or other calamity, whether or not covered by
         insurance, or from any labor dispute or court or governmental action,
         order or decree, otherwise than as set forth or contemplated in the
         Prospectus; and, since the respective dates as of which information is
         given in the Registration Statement and the Prospectus, there has not

         been any change in the capital stock (other than upon the exercise of
         options pursuant to the Company's employee and director stock option
         plans or the exercise of conversion rights pursuant to any convertible
         debt instrument issued by the Company) or long-term debt of the Company
         or any of its subsidiaries or any material adverse change, or any
         development involving a prospective material adverse change, in or
         affecting the general affairs, management, financial position,
         stockholders' equity or results of operations of the Company and its
         subsidiaries, taken as a whole, otherwise than as set forth or
         contemplated in the Prospectus;

                                      -3-

                 (f) The Company and its material subsidiaries listed on
         Schedule II hereto (the "Material Subsidiaries") have good and
         marketable title in fee simple to all real property and good and
         marketable title to all personal property owned by them, which is
         material to the Company and its subsidiaries, taken as a whole, in each
         case free and clear of all liens, encumbrances and defects except such
         as are described in the Prospectus or such as do not materially affect
         the value of such property and do not interfere with the use made and
         proposed to be made of such property by the Company and its Material
         Subsidiaries; and any real property and buildings held under lease by
         the Company and its Material Subsidiaries are held by them under valid,
         subsisting and enforceable leases with such exceptions as are not
         material and do not interfere with the use made and proposed to be made
         of such property and buildings by the Company and its Material
         Subsidiaries, taken as a whole, in each case, except as described in
         the Prospectus;

                 (g) Each of the Company and its Material Subsidiaries has been
         duly incorporated and is validly existing as a corporation in good
         standing under the laws of its jurisdiction of incorporation, with
         power and authority (corporate and other) to own its properties and
         conduct its business as described in the Prospectus, and has been duly
         qualified as a foreign corporation for the transaction of business and
         is in good standing under the laws of each other jurisdiction in which
         it owns or leases properties or conducts any business so as to require
         such qualification, or is subject to no material liability or
         disability by reason of the failure to be so qualified in any such
         jurisdiction; and each Material Subsidiary of the Company has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of its jurisdiction of incorporation;

                 (h) The Company has an authorized capitalization as set forth
         in the Prospectus, and all of the issued shares of capital stock of the
         Company have been duly and validly authorized and issued and are fully
         paid and non-assessable; the shares of Common Stock par value $.01 per
         share (the "Stock") of the Company initially issuable upon conversion
         of the Securities (the "Conversion Shares") have been duly and validly
         authorized and reserved for issuance and, when issued and delivered in
         accordance with the provisions of the Securities and the Indenture
         referred to below, will be duly and validly issued, fully paid and
         non-assessable and will conform to the description of the Stock

         contained in the Prospectus; and all of the issued shares of capital
         stock of each Material Subsidiary of the Company have been duly and
         validly authorized and issued, are fully paid and non-assessable and
         (except for directors' qualifying shares and except as otherwise set
         forth in the Prospectus) are owned directly or indirectly by the
         Company, free and clear of all liens, encumbrances, equities or
         claims;;

                 (i)  The Securities have been duly authorized and, when 
         issued and delivered pursuant to this Agreement and the Indenture, 
         will have been duly executed, authenticated, issued and delivered and 
         when delivered to and paid for by the Underwriters pursuant to the 
         terms of this Agreement, will constitute valid and legally binding 
         obligations of the Company entitled to the benefits provided by the 
         indenture dated as of ................, 19..  (the "Indenture") 
         between the Company and............, as Trustee (the "Trustee"), 
         under which they are to be issued, which is substantially

                                      -4-

         in the form filed as an exhibit to the Registration Statement; the
         Indenture has been duly authorized and when executed and delivered by
         the parties thereto and duly qualified under the Trust Indenture Act
         will constitute a valid and legally binding instrument, enforceable in
         accordance with its terms, subject, as to enforcement, to bankruptcy,
         insolvency, reorganization and other laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles; and the Securities and the Indenture will conform to the
         descriptions thereof in the Prospectus;

                 (j) The issue and sale of the Securities and the compliance by
         the Company with all of the provisions of the Securities, the Indenture
         and this Agreement and the consummation of the transactions herein and
         therein contemplated will not conflict with or result in a breach or
         violation of any of the terms or provisions of, or constitute a default
         under, any indenture, mortgage, deed of trust, loan agreement or other
         agreement or instrument (after giving effect to any amendment or waiver
         of the terms thereof) to which the Company or any of its Material
         Subsidiaries is a party or by which the Company or any of its Material
         Subsidiaries is bound or to which any of the property or assets of the
         Company or any of its Material Subsidiaries is subject, except for such
         breaches or violations that will not have a material adverse effect on
         the current or future financial position, stockholders equity or
         results of operations of the Company and its subsidiaries taken as a
         whole; nor will such action result in any violation of the provisions
         of the Certificate of Incorporation or By-laws of the Company or any
         statute or to the best knowledge of the Company, after reasonable
         investigation, any order, rule or regulation of any court or
         governmental agency or body having jurisdiction over the Company or any
         of its Material Subsidiaries or any of their properties, and to the
         best knowledge of the Company, after reasonable investigation, no
         consent, approval, authorization, order, registration or qualification
         of or with any such court or governmental agency or body is required
         for the issue and sale of the Securities or the consummation by the

         Company of the transactions contemplated by this Agreement or the
         Indenture, except the registration under the Act of the Securities and
         the shares of Stock issuable upon conversion thereof and the approval
         of the Conversion Shares for quotation on the Nasdaq National Market,
         such approval as have been obtained under the Trust Indenture Act and
         such consents, approvals, authorizations, registrations or 
         qualifications as may be required under state or foreign securities
         or Blue Sky laws in connection with the purchase and distribution of
         the Securities by the Underwriters;

                 (k) Neither the Company nor any of its Material Subsidiaries is
         (i) in violation of its Certificate of Incorporation or By-laws or (ii)
         in default in the performance or observance of any material obligation,
         covenant or condition contained in any indenture, mortgage, deed of
         trust, loan agreement, lease or other agreement or instrument to which
         it is a party or by which it or any of its properties may be bound,
         except, in the case of (ii) for such breaches or violations that will
         not have a material adverse effect on the current or future financial
         position, stockholders equity or results of operations of the Company
         and its subsidiaries taken as a whole;

                 (l) The statements set forth in the Prospectus under the
         caption "Description of Debt Securities" and "Description of Common
         Stock", insofar as they purport to

                                      -5-

         constitute a summary of the terms of the Securities and the Stock,
         under the caption "Taxation", insofar as they purport to describe the
         provisions of the laws and documents referred to therein, are accurate,
         complete and fair in all material respects;

                 (m) Other than as set forth in the Prospectus, there are no
         legal or governmental proceedings pending to which the Company or any
         of its Material Subsidiaries is a party or of which any property of the
         Company or any of its Material Subsidiaries is the subject which, if
         determined adversely to the Company or any of its Material
         Subsidiaries, would individually or in the aggregate have a material
         adverse effect on the current or future financial position,
         stockholders' equity or results of operations of the Company and its
         Material Subsidiaries taken as a whole; and, to the best of the
         Company's knowledge, no such proceedings are threatened or contemplated
         by governmental authorities or threatened by others;

                 (n) The Company is not and, after giving effect to the offering
         and sale of the Securities, will not be an "investment company" or an
         entity "controlled" by an "investment company", as such terms are
         defined in the Investment Company Act of 1940, as amended (the
         "Investment Company Act"), required to be registered under the
         Investment Company Act;

                 (o) Ernst & Young LLP, who have certified certain financial
         statements of the Company and its subsidiaries, are independent public
         accountants as required by the Act and the rules and regulations of the

         Commission thereunder; and

                 (p) The Company and its Material Subsidiaries own and have
         fully sufficient right to use all trademarks, service marks, trade
         names, copyrights and similar rights used in the business conducted or
         proposed to be conducted by them as described in the Prospectus, except
         such rights as are not, individually or in the aggregate, materially
         important to the business conducted or proposed to be conducted by them
         as described in the Prospectus, and neither the Company nor any of its
         Material Subsidiaries has received any notice of infringement of or
         conflict with (or knows of any such infringement of or conflict with)
         asserted rights of others with respect to such trademarks, service
         marks, trade names, copyrights or similar rights, other than such
         infringements or conflicts that would not, individually or in the
         aggregate, have a material adverse effect on the business conducted or
         proposed to be conducted by the Company and its Material Subsidiaries
         as described in the Prospectus.

         2.      Subject to the terms and conditions herein set forth,
(a) the Company agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at a purchase price of .....% of the
principal amount thereof, plus accrued interest, if any, from
 ...................., .... to the Time of Delivery (defined below)
hereunder, the principal amount of Securities set forth opposite the
name of such Underwriter in Schedule I hereto, and (b) in the event and
to the extent that the Underwriters shall exercise the election to
purchase Optional Securities as provided below, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the
same purchase price set forth in clause (a) of this Section 2 plus
accrued interest from ____________

                                      -6-

to the Time of Delivery for Optional Securities, that portion of the aggregate
principal amount of the Optional Securities as to which such election shall have
been exercised (to be adjusted by you so as to eliminate fractions of
$..............,) determined by multiplying such aggregate principal amount of
Optional Securities by a fraction, the numerator of which is the maximum
aggregate principal amount of Optional Securities which such Underwriter is
entitled to purchase as set forth opposite the name of such Underwriter in
Schedule I hereto and the denominator of which is the maximum aggregate
principal amount of Optional Securities which all of the Underwriters are
entitled to purchase hereunder.

         The Company hereby grants to the Underwriters the right to purchase at
their election up to ........ aggregate principal amount of Optional Securities,
at the purchase price set forth in clause (a) of the first paragraph of this
Section 2, for the sole purpose of covering overallotments in the sale of Firm
Securities. Any such election to purchase Optional Securities may be exercised
by written notice from you to the Company, given within a period of 30 calendar
days after the date of this Agreement, setting forth the aggregate principal
amount of Optional Securities to be purchased and the date on which such

Optional Securities are to be delivered, as determined by you but in no event
earlier than the First Time of Delivery (as defined in Section (4) hereof) or,
unless you and the Company otherwise agree in writing, earlier than two or later
than ten business days after the date of such notice.

         3. Upon the authorization by you of the release of the Firm Securities,
the several Underwriters propose to offer the Firm Securities for sale upon the
terms and conditions set forth in the Prospectus.

         4.      (a)  [The Securities to be purchased by each
Underwriter hereunder, in definitive form, and in such authorized
denominations and registered in such names as the Representatives may
request upon at least forty-eight hours' prior notice to the Company,
shall be delivered by or on behalf of the Company to the
Representatives, [through the facilities of The Depository Trust Company
("DTC"),(9)] for the account of such Underwriter, against payment to the
Company by, or on behalf of such Underwriter of the purchase price
therefor in U.S. dollars in immediately available funds.  The Company
will cause the certificates representing the Securities to be made
available for checking and packaging at least twenty-four hours prior to
the Time of Delivery (as defined below) at the office of DTC or its
designated custodian (the "Designated Office")  [Except as set forth in
the next paragraph, the Securities to be purchased by each Underwriter
hereunder will be represented by one or more definitive global
Securities in book-entry form which will be deposited by or on behalf of
the Company with The Depository Trust Company ("DTC") or its designated
custodian.  The Company will deliver the Securities to the
Representatives for the account of each Underwriter, against payment to
the Company by or on behalf of such Underwriter or the purchase price
therefor in U.S. dollars in immediately available funds, by causing DTC
to credit the Securities to the account of the Representatives at DTC. 
The Company will cause the certificates representing the Securities to
be made available to the Representatives for checking at least
twenty-four hours prior to the Time of Delivery (as defined below) at
the office of DTC or its designated custodian (the "Designated
Office").]  The time and date of such delivery and payment shall be,
with respect to the Firm Securities, 9:30 a.m., New York City time, on
 ................, 19.. or such other time and date as the
Representatives and the Company may agree upon in writing, and, with
respect to the Optional Securities, 9:30 a.m.,

                                      -7-

New York City time, on the date specified by the Representatives in the written
notice given by the Representatives of the Underwriters' election to purchase
such Optional Securities, or such other time and date as the Representatives and
the Company may agree upon in writing. Such time and date for delivery of the
Firm Securities is herein called the "First Time of Delivery", such time and
date for delivery of the Optional Securities, if not the First Time of Delivery,
is herein called the "Second Time of Delivery", and each such time and date for
delivery is herein called a "Time of Delivery".

         [Such Securities, if any, as the Representatives may request upon at
least forty-eight hours' prior notice to the Company (such request to include

the authorized denominations and the names in which such Securities are to be
registered), shall be delivered in definitive certificated form, by or on behalf
of the Company to the Representatives for the account of certain of the
Underwriters, against payment to the Company by or on behalf of such Underwriter
of the purchase price therefor in U.S. dollars in immediately available funds.
The Company will cause the certificates representing such Securities to be made
available for checking and packaging at least twenty-four hours prior to the
Time of Delivery at the office of the Representatives.

         (b) The documents to be delivered at the Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the
cross-receipt for the Securities and any additional documents requested by the
Underwriters pursuant to Section 7(k) hereof, will be delivered at the offices
of Sullivan & Cromwell, 125 Broad Street, New York, New York 10004 (the "Closing
Location"), and the Securities will be delivered at the Designated Office, all
at the Time of Delivery. A meeting will be held at the Closing Location at
 ......... p.m., New York City time, on the New York Business Day next preceding
the Time of Delivery, at which meeting the final drafts of the documents to be
delivered pursuant to the preceding sentence will be available for review by the
parties hereto. For the purposes of this Section 4, "New York Business Day"
shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in New York City are generally authorized or
obligated by law or executive order to close.

         5.      The Company agrees with each of the Underwriters:

         (a) To prepare the Prospectus as amended and supplemented in a form
approved by you and to file such Prospectus pursuant to Rule 424(b) under the
Act not later than the Commission's close of business on the second business day
following the execution and delivery of this Agreement, or, if applicable, such
earlier time as may be required by Rule 430A(a)(3) under the Act; to make no
further amendment or any supplement to the Registration Statement or Prospectus
prior to such Time of Delivery which shall be disapproved by you promptly after
reasonable notice thereof; to advise you, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement has been
filed or becomes effective or any supplement to the Prospectus or any amended
Prospectus has been filed and to furnish you with copies thereof; if the Company
elects to rely upon Rule 462(b), the Company shall file a Rule 462(b)
Registration Statement with the Commission in compliance with Rule 462(b) by
10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the
Company shall at the time of filing either pay to the Commission the filing fee
for the Rule 462(b) Registration Statement or give irrevocable

                                      -8-

instructions for the payment of such fee pursuant to Rule 111(b) under the Act;
to file promptly all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the
Prospectus and for so long as the delivery of a prospectus is required in
connection with the offering or sale of the Securities; to advise you, promptly
after it receives notice thereof, of the issuance by the Commission of any stop
order or of any order preventing or suspending the use of any Preliminary
Prospectus or prospectus, of the suspension of the qualification of the

Securities or the Conversion Shares for offering or sale in any jurisdiction, of
the initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration
Statement or Prospectus or for additional information; and, in the event of the
issuance of any stop order or of any order preventing or suspending the use of
any Preliminary Prospectus or prospectus or suspending any such qualification,
to promptly use its best efforts to obtain the withdrawal of such order;

         (b) Promptly from time to time to take such action as you may
reasonably request to qualify the Securities and the Conversion Shares for
offering and sale under the securities laws of such jurisdictions as you may
request and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of the Securities, provided that in connection
therewith the Company shall not be required to qualify as a foreign corporation
or to file a general consent to service of process in any jurisdiction;

         (c) Prior to 10:00 a.m., New York City time, on the New York Business
Day next succeeding the date of this Agreement and from time to time, to furnish
the Underwriters with copies of the Prospectus in New York City in such
quantities as you may reasonably request, and, if the delivery of a prospectus
is required at any time prior to the expiration of nine months after the time of
issue of the Prospectus in connection with the offering or sale of the
Securities and the Conversion Shares and if at such time any event shall have
occurred as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made when such Prospectus is delivered, not
misleading, or, if for any other reason it shall be necessary during such same
period to amend or supplement the Prospectus or to file under the Exchange Act
any document incorporated by reference in the Prospectus in order to comply with
the Act, the Exchange Act or the Trust Indenture Act, to notify you and upon
your request to file such document and to prepare and furnish without charge to
each Underwriter and to any dealer in securities as many copies as you may from
time to time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance; and in case any Underwriter is required to deliver a prospectus in
connection with sales of any of the Securities and the Conversion Shares at any
time nine months or more after the time of issue of the Prospectus, upon your
request but at the expense of such Underwriter, to prepare and deliver to such
Underwriter as many copies as you may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the Act;

                                      -9-

         (d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c)), an earnings
statement of the Company and its subsidiaries (which need not be audited)
complying with Section 11(a) of the Act and the rules and regulations of the
Commission thereunder (including, at the option of the Company, Rule 158) under
the Act;

         (e) During the period beginning from the date hereof and continuing to

and including the date 90 days after the date of the Prospectus, not to offer,
sell, contract to sell or otherwise dispose of, except as provided hereunder any
securities of the Company that are substantially similar to the Securities or
the Stock, including but not limited to any securities that are convertible into
or exchangeable for, or that represent the right to receive, Stock or any such
substantially similar securities (other than pursuant to employee stock option
plans existing on, or upon the conversion or exchange of convertible or
exchangeable securities outstanding as of, the date of this Agreement, or to
fund up to $35 million of future acquisitions by the Company after notice to the
Underwriters), without your prior written consent;

         (f) During a period of five years from the effective date of the
Registration Statement, to furnish to you copies of all reports or other
communications (financial or other) furnished to stockholders, and to deliver to
you (i) as soon as they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any national securities
exchange on which the Securities or any class of securities of the Company is
listed; and (ii) such additional non-confidential information concerning the
business and financial condition of the Company as you may from time to time
reasonably request (such financial statements to be on a consolidated basis to
the extent the accounts of the Company and its subsidiaries are consolidated in
reports furnished to its stockholders generally or to the Commission);

         (g) To use the net proceeds received by it from the sale of the 
Securities pursuant to this Agreement in the manner specified in the Prospectus
under the caption "Use of Proceeds";

         (h) To reserve and keep available at all times, free of preemptive
rights, shares of Stock for the purpose of enabling the Company to satisfy any
obligations to issue the Conversion Shares; and

         (i) To use its best efforts to list, subject to notice of issuance, the
Securities and the Conversion Shares on the Nasdaq National Market ("Nasdaq").

         6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities and the Conversion Shares
under the Act and all other expenses in connection with the preparation,
printing and filing of the Registration Statement, any Preliminary Prospectus
and the Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost of
printing or producing any Agreement among Underwriters, this Agreement, the
Indenture, the Blue Sky and Legal Investment Memoranda, closing documents
(including any compilations thereof) and any other

                                     -10-

documents in connection with the offering, purchase, sale and delivery of the
Securities; (iii) all expenses in connection with the qualification of the
Securities and the Conversion Shares for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and legal investment surveys;

(iv) any fees charged by securities rating services for rating the Securities;
(v) the filing fees incident to, and the fees and disbursements of counsel for
the Underwriters in connection with, any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (vi) the cost of preparing the Securities; (vii) the fees and
expenses of the Trustee and any agent of the Trustee and the fees and
disbursements of counsel for the Trustee in connection with the Indenture and
the Securities; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 8 and 11 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.

         7. The obligations of the Underwriters hereunder shall be subject, in
their discretion, to the condition that all representations and warranties and
other statements of the Company herein are, at and as of such Time of Delivery,
true and correct, the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the following additional
conditions:

         (a) The Prospectus as amended or supplemented shall have been filed
with the Commission pursuant to Rule 424(b) within the applicable time period
prescribed for such filing by the rules and regulations under the Act and in
accordance with Section 5(a) hereof; if the Company has elected to rely upon
Rule 462(b), the Rule 462(b) Registration Statement shall have become effective
by 10:00 p.m., Washington, D.C. time, on the date of this Agreement. No stop
order suspending the effectiveness of the Registration Statement or any part
thereof shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to your
reasonable satisfaction;

         (b) Sullivan & Cromwell, counsel for the Underwriters, shall have
furnished to you such opinion or opinions dated such Time of Delivery, with
respect to the incorporation of the Company, the validity of the Indenture, the
Securities, the Registration Statement, the Prospectus and such other related
matters as you may reasonably request, and such counsel shall have received such
papers and information as they may reasonably request to enable them to pass
upon such matters;

         (c) Coudert Brothers, counsel for the Company, shall have furnished to
you their written opinion or opinions (a draft of each such opinion is attached
as Annex II(a) hereto), dated such Time of Delivery, in form and substance
satisfactory to you, to the effect that:

                 (i) The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Delaware, with power and

                                     -11-

         authority (corporate and other) to own its properties and conduct its 

         business as described in the Prospectus;

                (ii) The Company has an authorized capitalization as set forth
         in the Prospectus (giving effect to the assumptions set forth therein),
         and all of the issued shares of capital stock of the Company have been
         duly and validly authorized and issued and are fully paid and
         non-assessable; and the conversion of the Securities have been duly and
         validly authorized and reserved for issuance and, when issued and
         delivered in accordance with the provisions of the Securities and the
         Indenture, will be duly and validly issued and fully paid and
         non-assessable and will conform to the description of the Stock
         contained in the Prospectus;

               (iii) Each of the Company and Scholastic Inc. has been duly
         qualified as a foreign corporation for the transaction of business and
         is in good standing under the laws of each other jurisdiction in which
         it owns or leases properties or conducts any business so as to require
         such qualification or is subject to no material liability or disability
         by reason of the failure to be so qualified in any such jurisdiction
         (such counsel being entitled to rely in respect of the opinion in this
         clause upon opinions of local counsel and in respect of matters of fact
         upon certificates of officers of the Company, provided that such
         counsel shall state that they believe that both you and they are
         justified in relying upon such opinions and certificates to the same
         extent as such counsel);

                (iv) Each material domestic subsidiary listed on Schedule II
         hereto (the "Material Domestic Subsidiaries") of the Company has been
         duly incorporated and is validly existing as a corporation in good
         standing under the laws of its jurisdiction of incorporation; and all
         of the issued shares of capital stock of each such subsidiary have been
         duly and validly authorized and issued, are fully paid and
         non-assessable, and (except for directors' qualifying shares and except
         as otherwise set forth in the Prospectus) are owned directly or
         indirectly by the Company, free and clear of all liens, encumbrances,
         equities or claims (such counsel being entitled to rely in respect of
         the opinion in this clause upon opinions of local counsel and in
         respect of matters of fact upon certificates of officers of the Company
         or its subsidiaries, provided that such counsel shall state that they
         believe that both you and they are justified in relying upon such
         opinions and certificates to the same extent as such counsel);

                 (v) Scholastic Inc. is the registered owner of the trademark
         "Scholastic"; to the best of such counsel's knowledge neither the
         Company nor any of its Material Domestic Subsidiaries has received any
         notice of infringement of or conflict with (or knows of any such
         infringement of or conflict with) asserted rights of others with
         respect to such trademark;

                (vi) To the best of such counsel's knowledge and other than as
         set forth in the Prospectus, there are no legal or governmental
         proceedings pending to which the Company or any of its Material
         Domestic Subsidiaries is a party or of which any property of the
         Company or any of its Material Domestic Subsidiaries is the subject

         which, if determined adversely to the Company or any of its Material
         Domestic Subsidiaries, would individually or in the aggregate have a
         material adverse effect on

                                     -12-

         the current or future consolidated financial position, stockholders'
         equity or results of operations of the Company and its Material
         Domestic Subsidiaries taken as a whole; and, to the best of such
         counsel's knowledge, no such proceedings are threatened or contemplated
         by governmental authorities or threatened by others;

               (vii) This Agreement has been duly authorized, executed and 
 delivered by the Company;

              (viii) The Securities have been duly authorized, executed,
         authenticated, issued and delivered by the Company and when delivered
         to and paid for by the Underwriters pursuant to the terms of this
         Agreement, will constitute valid and legally binding obligations of the
         Company and when executed and authenticated in accordance with the
         provisions of the Indenture they will be entitled to the benefits
         provided by the Indenture; and the Securities and the Indenture conform
         in all material respects to the descriptions thereof in the Prospectus;

                (ix) The Indenture has been duly authorized, executed and
         delivered by the Company and (assuming it has been duly authorized,
         executed and delivered by the Trustee) constitutes a valid and legally
         binding instrument of the Company, enforceable against the Company in
         accordance with its terms, subject, as to enforcement, to bankruptcy,
         insolvency, reorganization and other laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles;

                 (x) The issue and sale of the Securities, the issuance of the
         Conversion Shares and the compliance by the Company with all of the
         provisions of the Securities, the Indenture and this Agreement and the
         consummation of the transactions herein and therein contemplated will
         not conflict with or result in a breach or violation of any of the
         terms or provisions of, or constitute a default under, any indenture,
         mortgage, deed of trust, loan agreement or other agreement or
         instrument (after giving effect to any amendment or waiver of the terms
         thereof) known to such counsel to which the Company or any of its
         subsidiaries is a party or by which the Company or any of its
         subsidiaries is bound or to which any of the property or assets of the
         Company or any of its subsidiaries is subject, except for such breaches
         or violations that will not have a material adverse effect on the
         current or future financial position, stockholders equity or results of
         operations of the Company and its subsidiaries taken as a whole, nor
         will such actions result in any violation of the provisions of the
         Certificate of Incorporation or By-laws of the Company or any statute
         or any order, rule or regulation known to such counsel of any court or
         governmental agency or body having jurisdiction over the Company or any
         of its subsidiaries or any of their properties;


                (xi) No consent, approval, authorization, order, registration or
         qualification of or with any court or governmental agency or body is
         required to be obtained or made under the Federal laws of the United
         States of America, the laws of the State of New York or the General
         Corporation Law of the State of Delaware for the issue and sale of the
         Securities, the issuance of the Stock upon conversion of the Securities
         or the consummation of the transactions contemplated by this Agreement
         or the Indenture, except as shall have been obtained under the Act or
         the Exchange Act, or the rules and

                                     -13-

         regulations thereunder, the bylaws and rules of the National
         Association of Securities Dealers, Inc., or the approval of the shares
         of Stock initially issuable upon conversion of the Securities for
         quotation on the Nasdaq National Market, and except for such consents,
         approvals, authorizations, registrations or qualifications as may be
         required under state or foreign securities or Blue Sky laws in
         connection with the purchase and distribution of the Securities by the
         Underwriters and, with respect to any Securities initially resold by
         the Underwriters;

               (xii) Neither the Company nor any of its subsidiaries is (i) in
         violation of its Certificate of Incorporation or By-laws or (ii) in
         default in the performance or observance of any material obligation,
         covenant or condition contained in any indenture, mortgage, deed of
         trust, loan agreement, lease or other agreement or instrument to which
         it is a party or by which it or any of its properties may be bound
         except, in the case of (ii) for such breaches or violations that will
         not have a material adverse effect on the current or future financial
         position, stockholders equity or results of operations of the Company
         and its subsidiaries taken as a whole;

              (xiii) The statements set forth in the Prospectus under the
         caption "Description of Debentures", and "Description of Capital
         Stock", insofar as they purport to constitute a summary of the terms of
         the Securities and the Stock, under the caption "Taxation", as they
         purport to describe the provisions of the laws and documents referred
         to therein, are accurate, complete and fair in all material respects;

               (xiv) The Company is not an "investment company" or an entity
         "controlled" by an "investment company", as such terms are defined in
         the Investment Company Act required to be registered as such;

                (xv) The documents incorporated by reference in the Prospectus
         or any further amendment or supplement thereto made by the Company
         prior to the Time of Delivery (other than the financial statements and
         related schedules therein, as to which such counsel need express no
         opinion), when they became effective or were filed with the Commission,
         as the case may be, complied as to form in all material respects with
         the requirements of the Act or the Exchange Act, as applicable, and the
         rules and regulations of the Commission thereunder; and such counsel
         has no reason to believe that any of such documents, when such
         documents became effective or were so filed, as the case may be,

         contained, in the case of a registration statement which became
         effective under the Act, an untrue statement of a material fact or
         omitted to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading, or, in the
         case of other documents which were filed under the Act or the Exchange
         Act with the Commission, an untrue statement of a material fact or
         omitted to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made when such documents were so filed, not misleading; and

               (xvi) The Registration Statement and the Prospectus and any
         further amendments and supplements thereto made by the Company prior to
         such Time of Delivery (other than the financial statements and related
         schedules therein, as to which such counsel

                                     -14-

         need express no opinion) comply as to form in all material respects
         with the requirements of the Act and the Trust Indenture Act and the
         rules and regulations thereunder. In giving its opinion required by
         this Section 7(c), such counsel shall additionally state that nothing
         has come to its attention to lead it to believe that, as of its
         effective date, the Registration Statement or any further amendment
         thereto made by the Company prior to such Time of Delivery (other than
         the financial statements and related schedules therein, as to which
         such counsel need express no opinion) contained an untrue statement of
         a material fact or omitted to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading or that, as of its date, the Prospectus or any further
         amendment or supplement thereto made by the Company prior to such Time
         of Delivery (other than the financial statements and related schedules
         therein, as to which such counsel need express no opinion) contained an
         untrue statement of a material fact or omitted to state a material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading or that, as of
         such Time of Delivery, either the Registration Statement or the
         Prospectus or any further amendment or supplement thereto made by the
         Company prior to such Time of Delivery (other than the financial
         statements and related schedules therein, as to which such counsel need
         express no opinion) contains an untrue statement of a material fact or
         omits to state a material fact necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading; and they do not know of any amendment to the
         Registration Statement required to be filed or of any contracts or
         other documents of a character required to be filed as an exhibit to
         the Registration Statement or required to be incorporated by reference
         into the Prospectus or required to be described in the Registration
         Statement or the Prospectus which are not filed or incorporated by
         reference or described as required;

                 In giving its opinion required by this Section 7(c), such
         counsel may state that such opinion described above is limited to the
         Federal laws of the United States of America, the laws of the States of
         New York and California and the General Corporation Law of the State of

         Delaware.

         (d) At 10:00 a.m., New York City time, on the business day preceding
the date of this Agreement and also at each Time of Delivery, Ernst & Young LLP
shall have furnished to you a letter or letters, dated the respective date of
delivery thereof in form and substance satisfactory to you, to the effect set
forth in Annex II hereto and as to such other matters as you may reasonably
request (the executed copy of the letter delivered prior to the execution of
this agreement is attached as Annex 1(a) hereto and a draft of the form letter
to be delivered on the effective date of any post-effective amendment to the
Registration Statement and as of each Time of Delivery is attached as Annex 1(b)
hereto);

         (e) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited consolidated financial statements
of the Company included or incorporated by reference in the Prospectus any loss
or interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus, and (ii) since the respective dates as of which
information

                                     -15-

is given in the Prospectus there shall not have been any change in the capital
stock other than upon the exercise of options pursuant to the Company's employee
and director stock option plans or conversion of outstanding convertible debt)
or long-term debt of the Company or any of its Material Subsidiaries or any
change, or any development involving a prospective change, in or affecting the
general affairs, management, financial position, stockholders' equity or results
of operations of the Company and its Material Subsidiaries, otherwise than as
set forth or contemplated in the Prospectus, the effect of which, in any such
case described in Clause (i) or (ii), is in the judgment of the Representatives
so material and adverse as to make it impracticable or inadvisable to proceed
with the public offering or the delivery of the Securities being issued at such
Time of Delivery on the terms and in the manner contemplated in the Prospectus;

         (f) On or after the date hereof (i) no downgrading shall have occurred
in the rating accorded the Company's debt securities by any "nationally
recognized statistical rating organization", as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Company's
debt securities;

         (g) On or after the date hereof there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange or on Nasdaq; (ii) a suspension or
material limitation in trading in the Company's securities on Nasdaq; (iii) a
general moratorium on commercial banking activities declared by either Federal
or New York State authorities; or (iv) the outbreak or escalation of hostilities
involving the United States or the declaration by the United States of a
national emergency or war; or (v) a change in national or international
political, financial or economic conditions or currency exchange rates or

controls if the effect of any such event specified in this Clause (iv) or (v) is
in your judgment so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Securities being issued at such Time of Delivery on the terms and in the manner
contemplated in the Prospectus;

         (h) The Securities and the Conversion Shares shall have been 
approved for quotation, subject to notice of issuance, on Nasdaq;

         (i) The Company shall have complied with the provisions of Section 5(c)
hereof with respect to the furnishing of Prospectuses on the New York Business
Day next succeeding the date of this Agreement;

         (j) The Company shall have furnished or caused to be furnished to you
at such Time of Delivery certificates of officers of the Company satisfactory to
you as to the accuracy of the representations and warranties of the Company
herein at and as of such Time of Delivery, as to the performance by the Company
of all of its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsections (a) and (e) of this Section
and as to such other matters as you may reasonably request; and

                                     -16-

         (k) The Company shall have obtained and delivered to the Underwriters
executed copies of an agreement from each of the stockholders listed in Schedule
III hereto substantially to the effect set forth in subsection 5(e) hereof with
respect to securities beneficially owned by such stockholders in form and
substance satisfactory to you.

         8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement or the Prospectus as amended
or supplemented, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
necessary to make the statements therein not misleading, and will periodically
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement or
the Prospectus as amended or supplemented or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter through the Representatives expressly for use
therein.

         (b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,

damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement or the Prospectus as amended or supplemented, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement or
the Prospectus as amended or supplemented or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representatives expressly for use
therein; and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
any such action or claim as such expenses are incurred.

         (c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any

                                     -17-

indemnified party otherwise than under such subsection. In case any such action
shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. Each indemnified party will cooperate
fully with respect to all aspects of any matter to which indemnification is
being sought. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of any indemnified
party. An indemnifying party shall not be required to indemnify an indemnified
party for the amount paid or payable by the indemnified party in the settlement
of any claim, action, proceeding or investigation undertaken without the prior
written consent of the indemnifying party, which consent shall not be
unreasonably withheld.


         (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other from the offering of the Securities. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice required under
subsection (c) above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover page of the Prospectus. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or the Underwriters on the other and

                                     -18-

the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(d) to contribute are several in proportion to their respective underwriting
obligations and not joint.


         (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

         9. (a) If any Underwriter shall default in its obligation to purchase
the Securities which it has agreed to purchase hereunder, you may in your
discretion arrange for you or another party or other parties to purchase such
Securities on the terms contained herein at a Time of Delivery. If within
thirty-six hours after such default by any Underwriter you do not arrange for
the purchase of such Securities, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties satisfactory to you to purchase such Securities on such terms. In the
event that, within the respective prescribed periods, you notify the Company
that you have so arranged for the purchase of such Securities, or the Company
notifies you that it has so arranged for the purchase of such Securities, you or
the Company shall have the right to postpone such Time of Delivery for a period
of not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus as amended and
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments to the Registration Statement or the Prospectus
which in your opinion may thereby be made necessary. The term "Underwriter" as
used in this Agreement shall include any person substituted under this Section
with like effect as if such person had originally been a party to this Agreement
with respect to such Securities.

         (b)     If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting Underwriter or Underwriters
by you and the Company as provided in subsection

                                     -19-

(a) above, the aggregate principal amount of such Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
all the Securities to be purchased at such Time of Delivery, then the Company
shall have the right to require each non-defaulting Underwriter to purchase the
principal amount of Securities which such Underwriter agreed to purchase
hereunder at such Time of Delivery and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Securities which such Underwriter agreed to purchase
hereunder) of the Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

         (c) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate principal amount of Securities
which remains unpurchased exceeds one-eleventh of the aggregate principal amount
of all the Securities to be purchased at such Time of Delivery, or if the
Company shall not exercise the right described in subsection (b) above to

require non-defaulting Underwriters to purchase Securities of a defaulting
Underwriter or Underwriters, then this Agreement (or, with respect to the Second
Time of Delivery, the obligation of the Underwriters to purchase and of the
Company to sell the Optional Securities) shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company, except
for the expenses to be borne by the Company and the Underwriters as provided in
Section 6 hereof and the indemnity and contribution agreements in Section 8
hereof; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

         10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

         Anything herein to the contrary notwithstanding, the indemnity
agreement of the Company in subsection (a) of Section 8 hereof, the
representations and warranties in subsections (b), (c) and (d) of Section 1
hereof and any representation or warranty as to the accuracy of the Registration
Statement or the Prospectus contained in any certificate furnished by the
Company pursuant to Section 7 hereof, insofar as they may constitute a basis for
indemnification for liabilities (other than payment by the Company of expenses
incurred or paid in the successful defense of any action, suit or proceeding)
arising under the Act, shall not extend to the extent of any interest therein of
a controlling person or partner of an Underwriter who is a director, officer or
controlling person of the Company when the Registration Statement has become
effective, except in each case to the extent that an interest of such character
shall have been determined by a court of appropriate jurisdiction as not against
public policy as expressed in the Act. Unless in the opinion of counsel for the
Company the matter has been settled by controlling precedent, the Company will,
if a claim for such indemnification is asserted, submit to a court of
appropriate jurisdiction the question

                                     -20-

of whether such interest is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

         11. If this Agreement shall be terminated pursuant to Section 9 hereof,
the Company shall not then be under any liability to any Underwriter except as
provided in Sections 6 and 8 hereof; but, if for any other reason, any
Securities are not delivered by or on behalf of the Company as provided herein,
the Company agrees to reimburse the Underwriters through you for all
out-of-pocket expenses approved in writing by you, including fees and
disbursements and expenses of counsel, reasonably incurred by the Underwriters
in making preparations for the purchase, sale and delivery of the Securities not
so delivered, but the Company shall then be under no further liability to any
Underwriter except as provided in Sections 6 and 8 hereof.

         12. In all dealings hereunder, you shall act on behalf of each of the

Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by [name of Representative(s)] on your behalf.

         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you in care of [name and address of Representative(s)]
and if to the Company shall be delivered or sent by mail, telex or facsimile
transmission to Scholastic Corporation, 555 Broadway, New York, New York
10012-3999, Attention: Senior Vice President - Legal and Business Affairs,
facsimile transmission no. (212) 343-6926; provided, however, that any notice to
an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by you upon
request. Any such statements, requests, notices or agreements shall take effect
upon receipt thereof.

         13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and, to the extent provided in
Sections 8 and 10 hereof, the officers and directors of the Company and each
person who controls the Company or any Underwriter, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Securities from any Underwriter shall be deemed a successor or assign
by reason merely of such purchase.

         14.     Time shall be of the essence of this Agreement.  As
used herein, the term "business day" shall mean any day when the
Commission's office in Washington, D.C.  is open for business.

         15.     This Agreement shall be governed by and construed in 
accordance with the laws of the State of New York.

         16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.

                                     -21-

         If the foregoing is in accordance with your understanding, please sign
and return to us seven counterparts hereof, and upon the acceptance hereof shall
constitute a binding agreement between each of the Underwriters and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Underwriters is pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be submitted to the Company for
examination upon request, but without warranty on your part as to the authority
of the signers thereof.

                                                Very truly yours,

                                                Scholastic Corporation


                                                By:  .........................
                                                Name:
                                                Title:

Accepted as of the date hereof:

[Name(s) of Representative(s)]

[By:] ...................................

[[Name(s) of Co-Representative
Corporation(s)]

By:  ....................................
     Name:
     Title:

     ....................................................
      [(Name(s) of Co-Representative Partnership(s))]]

              On behalf of each of the Underwriters

                                     -22-


                                  SCHEDULE I

                                                                  Principal
                                       Principal                  Amount of
                                       Amount of             Optional Securities
                                    Firm Securities            to be Purchased
                                        to be                if Maximum Option
      Underwriter                     Purchased                  Exercised

[Name(s) of Representative(s)]
[Names of other Underwriters]

         Total                        $                        $

                                     -23-


                                  SCHEDULE II

                             Material Subsidiaries

Material Domestic Subsidiaries

                  Scholastic Inc.
                  Scholastic Book Fairs, Inc.
                  California School Book Fairs, Inc.
                  Scholastic Book Clubs, Inc.
                  Scholastic Productions, Inc.
                  Scholastic Trumpet Book Clubs, Inc.


Material Foreign Subsidiaries

                  Scholastic Australia Pty. Ltd.
                  Scholastic Canada Ltd.
                  Scholastic New Zealand Ltd.

                  Scholastic Ltd.

                                     -24-



            [FORM OF ANNEX I DESCRIPTION OF COMFORT LETTER             ANNEX I
           FOR REGISTRATION STATEMENTS ON FORMS S-2 AND S-3]

         Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

         (i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;

         (ii) In their opinion, the financial statements and any supplementary
financial information and schedules (and, if applicable, prospective financial
statements and/or pro forma financial information) examined by them and included
or incorporated by reference in the Registration Statement or the Prospectus
comply as to form in all material respects with the applicable accounting
requirements of the Act or the Exchange Act, as applicable, and the related
published rules and regulations thereunder; and, if applicable, they have made a
review in accordance with standards established by the American Institute of
Certified Public Accountants of the consolidated interim financial statements,
selected financial data, pro forma financial information, prospective financial
statements and/or condensed financial statements derived from audited financial
statements of the Company for the periods specified in such letter, as indicated
in their reports thereon, copies of which have been separately furnished to the
representatives of the Underwriters (the "Representatives");

         (iii) They have made a review in accordance with standards established
by the American Institute of Certified Public Accountants of the unaudited
condensed consolidated statement of income, consolidated balance sheets and
consolidated statements of cash flows included in the Prospectus and/or included
in the Company's quarterly report on Form 10-Q incorporated by reference into
the Prospectus as indicated in their reports thereon copies of which have been
separately furnished to the Representatives; and on the basis of specified
procedures including inquiries of officials of the Company who have
responsibility for financial and accounting matters regarding whether the
unaudited condensed consolidated financial statements referred to in paragraph
(vi)(A)(i) below comply as to form in the related in all material respects with
the applicable accounting requirements of the Act and the Exchange Act and the
related published rules and regulations, nothing came to their attention that
caused them to believe that the unaudited condensed consolidated financial
statements do not comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the related
published rules and regulations;

         (iv) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company for the
five most recent fiscal years included in the Prospectus and included or
incorporated by reference in Item 6 of the Company's Annual Report on Form 10-K
for the most recent fiscal year agrees with the corresponding amounts (after
restatement where applicable) in the audited consolidated financial statements
for such five fiscal years which were included or incorporated by reference in
the Company's Annual Reports on Form 10-K for such fiscal years;

         (v)      They have compared the information in the Prospectus

under selected captions with the disclosure requirements of Regulation
S-K and on the basis of limited procedures

                                      -1-

specified in such letter nothing came to their attention as a result of the
foregoing procedures that caused them to believe that this information does not
conform in all material respects with the disclosure requirements of Items 301,
302, 402 and 503(d), respectively, of Regulation S-K;

         (vi) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards, consisting
of a reading of the unaudited financial statements and other information
referred to below, a reading of the latest available interim financial
statements of the Company and its subsidiaries, inspection of the minute books
of the Company and its subsidiaries since the date of the latest audited
financial statements included or incorporated by reference in the Prospectus,
inquiries of officials of the Company and its subsidiaries responsible for
financial and accounting matters and such other inquiries and procedures as may
be specified in such letter, nothing came to their attention that caused them to
believe that:

         (A) (i) the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows included
in the Prospectus and/or included or incorporated by reference in the Company's
Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do
not comply as to form in all material respects with the applicable accounting
requirements of the Exchange Act and the related published rules and
regulations, or (ii) any material modifications should be made to the unaudited
consolidated statements of income, consolidated balance sheets and consolidated
statements of cash flows included or incorporated by reference in the Company's
Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus, for
them to be in conformity with generally accepted accounting principles;

         (B) any other unaudited income statement data and balance sheet items
included in the Prospectus do not agree with the corresponding items in the
unaudited consolidated financial statements from which such data and items were
derived, and any such unaudited data and items were not determined on a basis
substantially consistent with the basis for the corresponding amounts in the
audited consolidated financial statements included or incorporated by reference
in the Company's Annual Report on Form 10-K for the most recent fiscal year;

         (C) the unaudited financial statements which were not included in the
Prospectus but from which were derived the unaudited condensed financial
statements referred to in Clause (A) and any unaudited income statement data and
balance sheet items included in the Prospectus and referred to in Clause (B)
were not determined on a basis substantially consistent with the basis for the
audited financial statements included or incorporated by reference in the
Company's Annual Report on Form 10-K for the most recent fiscal year;

         (D) any unaudited pro forma consolidated condensed financial statements
included or incorporated by reference in the Prospectus do not comply as to form
in all material respects with the applicable accounting requirements of the Act
and the published rules and regulations thereunder or the pro forma adjustments

have not been properly applied to the historical amounts in the compilation of
those statements;

                                      -2-

         (E) as of a specified date not more than five days prior to the date of
such letter, there have been any changes in the consolidated capital stock
(other than issuances of capital stock upon exercise of options and stock
appreciation rights, upon earn-outs of performance shares and upon conversions
of convertible securities, in each case which were outstanding on the date of
the latest balance sheet included or incorporated by reference in the
Prospectus) or any increase in the consolidated long-term debt of the Company
and its subsidiaries, or any decreases in consolidated net current assets or
stockholders' equity or other items specified by the Representatives, or any
increases in any items specified by the Representatives, in each case as
compared with amounts shown in the latest balance sheet included or incorporated
by reference in the Prospectus, except in each case for changes, increases or
decreases which the Prospectus discloses have occurred or may occur or which are
described in such letter; and

         (F) for the period from the date of the latest financial statements
included or incorporated by reference in the Prospectus to the specified date
referred to in Clause (E) there were any decreases in consolidated net revenues
or operating profit or the total or per share amounts of consolidated net income
or other items specified by the Representatives, or any increases in any items
specified by the Representatives, in each case as compared with the comparable
period of the preceding year and with any other period of corresponding length
specified by the Representatives, except in each case for increases or decreases
which the Prospectus discloses have occurred or may occur or which are described
in such letter; and

         (vii) In addition to the examination referred to in their report(s)
included or incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures referred
to in paragraphs (iii) and (vi) above, they have carried out certain specified
procedures, not constituting an examination in accordance with generally
accepted auditing standards, with respect to certain amounts, percentages and
financial information specified by the Representatives which are derived from
the general accounting records of the Company and its subsidiaries, which appear
in the Prospectus (excluding documents incorporated by reference) or in Part II
of, or in exhibits and schedules to, the Registration Statement specified by the
Representatives or in documents incorporated by reference in the Prospectus
specified by the Representatives, and have compared certain of such amounts,
percentages and financial information with the accounting records of the Company
and its subsidiaries and have found them to be in agreement.

                                      -3-




- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------




                            Scholastic Corporation
                                       
                                      TO
                                       
                             ---------------------

                                                             Trustee
                                       
                                --------------
                                       
                                       
                                   Indenture
                                       
                       Dated as of .............., 1996
                                       
                                --------------



                             Senior Debt Securities


- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------




                              TABLE OF CONTENTS
                                      
                                  ----------


PAGE RECITALS OF THE COMPANY.................................................................... 1 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions: Act........................................................................ 2 Affiliate.................................................................. 2 control.................................................................... 2 Attributable Debt.......................................................... 2 Authenticating Agent....................................................... 2 Board of Directors......................................................... 2 Board Resolution........................................................... 3 Business Day............................................................... 3 Commission................................................................. 3 Common Stock............................................................... 3 Company.................................................................... 3 Company Request............................................................ 3 Company Order.............................................................. 3 Consolidated Net Tangible Assets........................................... 3 Corporate Trust Office..................................................... 4 corporation................................................................ 4 Covenant Defeasance........................................................ 4 Debt....................................................................... 4 Defaulted Interest......................................................... 4 Defeasance................................................................. 4 Depositary................................................................. 4 Event of Default........................................................... 4 Exchange Act............................................................... 4 Expiration Date............................................................ 4 Global Security............................................................ 5 Holder..................................................................... 5 Indenture.................................................................. 5 Interest................................................................... 5 Interest Payment Date...................................................... 5 Investment Company Act..................................................... 5 Lien....................................................................... 5 Maturity................................................................... 5
- ---------- NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.
PAGE Nonrecourse Obligation..................................................... 5 Notice of Default.......................................................... 5 Officers' Certificate...................................................... 5 Opinion of Counsel......................................................... 6 Original Issue Discount Security........................................... 6 Outstanding................................................................ 6 Paying Agent............................................................... 7 Person..................................................................... 7 Place of Payment........................................................... 7 Predecessor Security....................................................... 7 Principal Property......................................................... 7 Redemption Date............................................................ 7 Redemption Price........................................................... 7 Regular Record Date........................................................ 8 Restricted Subsidiary...................................................... 8 Sale and Leaseback Transaction............................................. 8 Securities................................................................. 8 Securities Act............................................................. 8 Security Register and Security Registrar................................... 8 Senior Debt................................................................ 8 Special Record Date........................................................ 8 Stated Maturity............................................................ 8 Subsidiary................................................................. 8 Trust Indenture Act........................................................ 8 Trustee.................................................................... 8 U.S. Government Obligation................................................. 9 Vice President............................................................. 9 SECTION 102. Compliance Certificates and Opinions....................................... 9 SECTION 103. Form of Documents Delivered to Trustee...................................... 9 SECTION 104. Acts of Holders; Record Dates.............................................. 10 SECTION 105. Notices, Etc., to Trustee and Company...................................... 12 SECTION 106. Notice to Holders; Waiver.................................................. 13 SECTION 107. Conflict with Trust Indenture Act.......................................... 13 SECTION 108. Effect of Headings and Table of Contents................................... 13
-ii-
PAGE SECTION 109. Successors and Assigns..................................................... 13 SECTION 110. Separability Clause........................................................ 14 SECTION 111. Benefits of Indenture...................................................... 14 SECTION 112. Governing Law.............................................................. 14 SECTION 113. Legal Holidays............................................................. 14 ARTICLE TWO SECURITY FORMS SECTION 201. Forms Generally................................................................. 14 SECTION 202. Form of Face of Security........................................................ 15 SECTION 203. Form of Reverse of Security..................................................... 17 SECTION 204. Form of Legend for Global Securities............................................ 22 SECTION 205. Form of Trustee's Certificate of Authentication................................. 23 SECTION 206. Form of Conversion Notice....................................................... 23 ARTICLE THREE THE SECURITIES SECTION 301. Amount Unlimited; Issuable in Series............................................ 24 SECTION 302. Denominations................................................................... 27 SECTION 303. Execution, Authentication, Delivery and Dating.................................. 27 SECTION 304. Temporary Securities............................................................ 29 SECTION 305. Registration; Registration of Transfer and Exchange............................. 29
-iii-
PAGE SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities................................ 31 SECTION 307. Payment of Interest; Interest Rights Preserved.................................. 32 SECTION 308. Persons Deemed Owners........................................................... 33 SECTION 309. Cancellation.................................................................... 33 SECTION 310. Computation of Interest......................................................... 34 ARTICLE FOUR SATISFACTION AND DISCHARGE SECTION 401. Satisfaction and Discharge of Indenture......................................... 34 SECTION 402. Application of Trust Money...................................................... 35 ARTICLE FIVE REMEDIES SECTION 501. Events of Default............................................................... 35 SECTION 502. Acceleration of Maturity; Rescission and Annulment.............................. 37 SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee................................................................. 38 SECTION 504. Trustee May File Proofs of Claim................................................ 38 SECTION 505. Trustee May Enforce Claims Without Possession of Securities.............................................................. 39 SECTION 506. Application of Money Collected.................................................. 39 SECTION 507. Limitation on Suits............................................................. 39 SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert........................................ 40
-iv-
PAGE SECTION 509. Restoration of Rights and Remedies.............................................. 40 SECTION 510. Rights and Remedies Cumulative.................................................. 41 SECTION 511. Delay or Omission Not Waiver.................................................... 41 SECTION 512. Control by Holders.............................................................. 41 SECTION 513. Waiver of Past Defaults......................................................... 41 SECTION 514. Undertaking for Costs........................................................... 42 SECTION 515. Waiver of Usury, Stay or Extension Laws......................................... 42 ARTICLE SIX THE TRUSTEE SECTION 601. Certain Duties and Responsibilities............................................. 42 SECTION 602. Notice of Defaults.............................................................. 43 SECTION 603. Certain Rights of Trustee....................................................... 43 SECTION 604. Not Responsible for Recitals or Issuance of Securities.......................... 44 SECTION 605. May Hold Securities and Act as Trustee Under Other Indentures.......................................................... 44 SECTION 606. Money Held in Trust............................................................. 44 SECTION 607. Compensation and Reimbursement.................................................. 45 SECTION 608. Conflicting Interests........................................................... 45 SECTION 609. Corporate Trustee Required; Eligibility......................................... 45 SECTION 610. Resignation and Removal; Appointment of Successor............................... 46 SECTION 611. Acceptance of Appointment by Successor.......................................... 47
-v-
PAGE SECTION 612. Merger, Conversion, Consolidation or Succession to Business................................................................ 48 SECTION 613. Preferential Collection of Claims Against Company............................... 48 SECTION 614. Appointment of Authenticating Agent............................................. 49 ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. Company to Furnish Trustee Names and Addresses of Holders....................... 50 SECTION 702. Preservation of Information; Communications to Holders.......................... 51 SECTION 703. Reports by Trustee.............................................................. 51 SECTION 704. Reports by Company.............................................................. 51 ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 801. Company May Consolidate, Etc., Only on Certain Terms............................ 52 SECTION 802. Successor Substituted........................................................... 53 ARTICLE NINE SUPPLEMENTAL INDENTURES SECTION 901. Supplemental Indentures Without Consent of Holders.............................. 53 SECTION 902. Supplemental Indentures With Consent of Holders................................. 55 SECTION 903. Execution of Supplemental Indentures............................................ 56 SECTION 904. Effect of Supplemental Indentures............................................... 56
-vi-
PAGE SECTION 905. Conformity with Trust Indenture Act............................................. 56 SECTION 906. Reference in Securities to Supplemental Indentures.............................. 56 ARTICLE TEN COVENANTS SECTION 1001. Payment of Principal, Premium and Interest..................................... 57 SECTION 1002. Maintenance of Office or Agency................................................ 57 SECTION 1003. Money for Securities Payments to Be Held in Trust.............................. 57 SECTION 1004. Statement by Officers as to Default............................................ 58 SECTION 1005. Existence...................................................................... 59 SECTION 1006. Maintenance of Properties...................................................... 59 SECTION 1007. Payment of Taxes and Other Claims.............................................. 59 SECTION 1008. Limitation on Liens............................................................ 60 SECTION 1009. Limitations on Sale and Leaseback Transactions................................. 61 SECTION 1010. Waiver of Certain Covenants.................................................... 62 ARTICLE ELEVEN REDEMPTION OF SECURITIES SECTION 1101. Applicability of Article....................................................... 62 SECTION 1102. Election to Redeem; Notice to Trustee.......................................... 62 SECTION 1103. Selection by Trustee of Securities to Be Redeemed.............................. 63 SECTION 1104. Notice of Redemption........................................................... 63
-vii-
PAGE SECTION 1105. Deposit of Redemption Price.................................................... 64 SECTION 1106. Securities Payable on Redemption Date.......................................... 65 SECTION 1107. Securities Redeemed in Part.................................................... 65 ARTICLE TWELVE SINKING FUNDS SECTION 1201. Applicability of Article....................................................... 65 SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.......................... 66 SECTION 1203. Redemption of Securities for Sinking Fund...................................... 66 ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE SECTION 1301. Company's Option to Effect Defeasance or Covenant Defeasance...................................................... 67 SECTION 1302. Defeasance and Discharge....................................................... 67 SECTION 1303. Covenant Defeasance............................................................ 67 SECTION 1304. Conditions to Defeasance or Covenant Defeasance................................ 68 SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions................................... 70 SECTION 1306. Reinstatement.................................................................. 70 ARTICLE FOURTEEN CONVERSION OF SECURITIES SECTION 1401. Applicability of Article....................................................... 71
-viii-
PAGE SECTION 1402. Exercise of Conversion Privilege............................................... 71 SECTION 1403. No Fractional Shares........................................................... 72 SECTION 1404. Adjustment of Conversion Price................................................. 73 SECTION 1405. Notice of Certain Corporate Actions............................................ 73 SECTION 1406. Reservation of Shares of Common Stock.......................................... 74 SECTION 1407. Payment of Certain Taxes Upon Conversion....................................... 74 SECTION 1408. Nonassessability............................................................... 74 SECTION 1409. Effect of Consolidation or Merger on Conversion Privilege...................................................... 75 SECTION 1410. Duties of Trustee Regarding Conversion......................................... 76 SECTION 1411. Repayment of Certain Funds Upon Conversion..................................... 76 TESTIMONIUM.................................................................................. 76 SIGNATURES AND SEALS......................................................................... 76 ACKNOWLEDGEMENTS............................................................................. 78
-ix- .............................................................. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Indenture Section ss. 310 (a) (1) ........................................................ 609 (a) (2) ........................................................ 609 (a) (3) ........................................................ Not Applicable (a) (4) ........................................................ Not Applicable (b) ........................................................ 608 610 ss. 311 (a) ........................................................ 613 (b) ........................................................ 613 ss. 312 (a) ........................................................ 701 702 (b) ........................................................ 702 (c) ........................................................ 702 ss. 313 (a) ........................................................ 703 (b) ........................................................ 703 (c) ........................................................ 703 (d) ........................................................ 703 ss. 314 (a) ........................................................ 704 (a) (4) ........................................................ 101 1004 (b) ........................................................ Not Applicable (c) (1) ........................................................ 102 (c) (2) ........................................................ 102 (c) (3) ........................................................ Not Applicable (d) ........................................................ Not Applicable (e) ........................................................ 102 ss. 315 (a) ........................................................ 601 (b) ........................................................ 602 (c) ........................................................ 601 (d) ........................................................ 601 (e) ........................................................ 514 ss. 316 (a) ........................................................ 101 (a) (1)(A) ........................................................ 502 512 (a) (1)(B) ........................................................ 513 (a) (2) ........................................................ Not Applicable (b) ........................................................ 508 (c) ........................................................ 104 ss. 317 (a) (1) ........................................................ 503 (a) (2) ........................................................ 504 (b) ........................................................ 1003 ss. 318 (a) ........................................................ 107
- ------------------- NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. INDENTURE, dated as of ............, 1996, between Scholastic Corporation, a corporation duly organized and existing under the State of Delaware (herein called the "Company"), having its principal executive office at 555 Broadway, New York, New York 10012, and ....................., [a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the "Trustee")]. RECITALS OF THE COMPANY The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as provided in this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof appertaining, as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation; (4) unless the context otherwise requires, any reference to an "Article" or a "Section" refers to an Article or a Section, as the case may be, of this Indenture; and (5) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. "Act", when used with respect to any Holder, has the meaning specified in Section 104. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Attributable Debt" means, in respect of a Sale and Lease-Back Transaction involving a Principal Property, at the time of determination, the lesser of: (a) the fair value of such property (as determined in good faith by the Board of Directors); or (b) the present value of the total net amount of rent required to be paid under such lease during the remaining term thereof (including any renewal term or period for which such lease has been extended), discounted at the rate of interest set forth or implicit in the terms of such lease or, if not practicable to determine such rate, the weighted average interest rate per annum (in the case of Original Issue Discount Securities, the imputed interest rate) borne by the Senior Debt Securities of each series outstanding pursuant to this Indenture compounded semi-annually. For purposes of the foregoing definition, rent shall not include amounts required to be paid by the lessee, whether or not designated as rent or additional rent, on account of or contingent upon maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall be the lesser of the net amount determined assuming termination upon the first date such lease may be terminated (in which case the net amount shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and the net amount determined assuming no such termination. "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series. "Board of Directors" means either the board of directors of the Company or any duly authorized committee of that board empowered to act for it with respect to this Indenture. -2- "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day", when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. "Commission" means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Common Stock" includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company; provided, however, subject to the provisions of Section 1409, shares issuable on conversions of Securities shall include only shares of the class designated as Common Stock of the Company at the date of this Indenture or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company; provided, further that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications. "Company" means the corporation named as the "Company" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person. "Company Request" or "Company Order" means a written request or order signed in the name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a Vice President, and by its principal financial officer, its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. "Consolidated Net Tangible Assets" means, as of the time of determination, total assets (excluding applicable reserves and other property deductible items) less: (a) total current liabilities, except for (1) notes and loans payable, (2) current maturities of long-term debt and (3) current maturities of obligations under capital leases; and (b) goodwill, patents and trademarks, to the extent included in total assets, all as set forth on the most -3- recent consolidated balance sheet of the Company and its Restricted Subsidiaries and computed in accordance with generally accepted accounting principles. "Corporate Trust Office" means the corporate trust office of the Trustee at _________________________________________________________________ at which at any particular time its corporate trust business shall be administered. "corporation" means a corporation, association, company, joint-stock company or business trust. "Covenant Defeasance" has the meaning specified in Section 1303. "Debt" means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent, (i) every obligation of such Person for money borrowed, (ii) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses, (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of such Person, (iv) every obligation of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business), (v) the maximum fixed redemption or repurchase price of redeemable stock of such Person at the time of determination, (vi) every obligation to pay rent or other payment amounts of such Person with respect to any Sale and Lease-Back Transaction to which such Person is a party and (vii) every obligation of the type referred to in Clauses (i) through (vi) of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise. "Defaulted Interest" has the meaning specified in Section 307. "Defeasance" has the meaning specified in Section 1302. "Depositary" means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301. "Event of Default" has the meaning specified in Section 501. "Exchange Act" means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time. "Expiration Date" has the meaning specified in Section 104. -4- "Global Security" means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 204 (or such legend as may be specified as contemplated by Section 301 for such Securities). "Holder" means a Person in whose name a Security is registered in the Security Register. "Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term "Indenture" shall also include the terms of particular series of Securities established as contemplated by Section 301. "interest", when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. "Interest Payment Date", when used with respect to any Security, means the Stated Maturity of an instalment of interest on such Security. "Investment Company Act" means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time. "Lien" means any mortgage, security interest, pledge, lien, charge or other encumbrance. "Maturity", when used with respect to any Security, means the date on which the principal of such Security or an instalment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. "Nonrecourse Obligation" means indebtedness or other obligations substantially related to (i) the acquisition of assets not previously owned by the Company or any Restricted Subsidiary or (ii) the financing of a project involving the development or expansion of properties of the Company or any Restricted Subsidiary, as to which the obligee with respect to such indebtedness or obligation has no recourse to the Company or any Restricted Subsidiary or any assets of the Company or any Restricted Subsidiary other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof). "Notice of Default" means a written notice of the kind specified in Section 501(4). "Officers' Certificate" means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by the principal financial officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an -5- Officers' Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company. "Opinion of Counsel" means a written opinion of counsel, who may be counsel for, or an employee of, the Company, and who shall be reasonably acceptable to the Trustee. "Original Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. "Outstanding", when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: (1) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (2) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (3) Securities as to which Defeasance has been effected pursuant to Section 1302; and (4) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case -6- of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. "Paying Agent" means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company. "Person" means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. "Place of Payment", when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301. "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. "Principal Property" means the land, land improvements, buildings and fixtures (to the extent they constitute real property interests, including any leasehold interest therein) constituting the principal corporate office, any manufacturing facility or any distribution center (whether now owned or hereafter acquired) which: (a) is owned by the Company or any Subsidiary; (b) is located within any of the present 50 states of the United States (or the District of Columbia); (c) has not been determined in good faith by he Board of Directors not to be materially important to the total business conducted by the Company and its Subsidiaries taken as a whole; and (d) has a market value on the date as of which the determination is being made in excess of 2.0% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date. "Redemption Date", when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. -7- "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301. "Restricted Subsidiary" means any Subsidiary that owns any Principal Property. "Sale and Leaseback Transaction" means any arrangement with any person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person. "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. "Securities Act" means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. "Security Register" and "Security Registrar" have the respective meanings specified in Section 305. "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. "Stated Maturity", when used with respect to any Security or any instalment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such instalment of principal or interest is due and payable. "Subsidiary" means a corporation of which at least a majority of the outstanding voting stock having the power to elect a majority of the board of directors of such corporation is at the time owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, "voting stock" means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. -8- "U.S. Government Obligation" has the meaning specified in Section 1304. "Vice President", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president". SECTION 102. Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include, (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. SECTION 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. -9- Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. SECTION 104. Acts of Holders; Record Dates. Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. The Trustee shall promptly deliver to the Company copies of all such instrument or instruments and records delivered to the Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. The ownership of Securities shall be proved by the Security Register. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the -10- Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, vote, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company's -11- expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. With respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. SECTION 105. Notices, Etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (or by facsimile transmissions ((212) 480-1614), provided that oral confirmation of receipt shall have been received) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Group, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company, Attention: Chief Financial Officer. -12- SECTION 106. Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. SECTION 107. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. SECTION 108. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 109. Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. -13- SECTION 110. Separability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 111. Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 112. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. SECTION 113. Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security or the last date on which a Holder has the right to convert a Security at a particular conversion price shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) or, if applicable to a particular series of Securities, conversion need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, at the Stated Maturity or on such last day for conversion, as the case may be. ARTICLE TWO SECURITY FORMS SECTION 201. Forms Generally. The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or -14- permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Any such Board Resolution or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board Resolution. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. SECTION 202. Form of Face of Security. .......................................................... .......................................................................... No. ......... $ ........ Scholastic Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ..................................., or registered assigns, the principal sum of ............................. Dollars on ........................................................ [if the Security is to bear interest prior to Maturity, insert -- , and to pay interest thereon from ............. or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ............ and ............ in each year, commencing ........., at the rate of ....% per annum, until the principal hereof is paid or made available for payment [if applicable, insert -- , provided that any principal and premium, and any such instalment of interest, which is overdue shall bear interest at the rate of ...% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ....... or ....... (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on -15- such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ....% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. [Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ......% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]] Payment of the principal of (and premium, if any) and [if applicable, insert -- any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in ............, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert -- ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. -16- Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: ...................................................... By..................................................... Attest: ......................................... SECTION 203. Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of ............... (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and ..................., as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert -- , limited in aggregate principal amount to $...........]. [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days' notice by mail, [if applicable, insert - -- (1) on ........... in any year commencing with the year ...... and ending with the year ...... through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after .........., 19..], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert -- on or before ..............., ...%, and if redeemed] during the 12-month period beginning ............. of the years indicated, -17-
Redemption Redemption Year Price Year Price - ---- ----- ---- -----
and thereafter at a Redemption Price equal to .....% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days' notice by mail, (1) on ............ in any year commencing with the year .... and ending with the year .... through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ............], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ............ of the years indicated, Redemption Price For Redemption Redemption Price For Through Operation Redemption Otherwise of the Than Through Operation Year Sinking Fund of the Sinking Fund - ---- ------------ ------------------- and thereafter at a Redemption Price equal to .....% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated -18- Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- Notwithstanding the foregoing, the Company may not, prior to ............., redeem any Securities of this series as contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than .....% per annum.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ............ in each year beginning with the year ....... and ending with the year ...... of [if applicable, insert -- not less than $.......... ("mandatory sinking fund") and not more than] $......... aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert -- mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- , in the inverse order in which they become due].] [If the Security is subject to redemption of any kind, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is convertible into Common Stock of the Company, insert - -- Subject to the provisions of the Indenture, the Holder of this Security is entitled, at its option, at any time on or before [insert date] (except that, in case this Security or any portion hereof shall be called for redemption, such right shall terminate with respect to this Security or portion hereof, as the case may be, so called for redemption at the close of business on the date fixed for redemption as provided in the Indenture unless the Company defaults in making the payment due upon redemption), to convert the principal amount of this Security (or any portion hereof which is $1,000 or an integral multiple thereof), into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of the Common Stock of the Company, as said shares shall be constituted at the date of conversion, at the conversion price of $....... principal amount of Securities for each share of Common Stock, or at the adjusted conversion price in effect at the date of conversion determined as provided in the Indenture, upon surrender of this Security, together with the conversion notice hereon duly executed, to the Company at the designated office or agency of the Company in .........................., -19- accompanied (if so required by the Company) by instruments of transfer, in form satisfactory to the Company and to the Trustee, duly executed by the Holder or by its duly authorized attorney in writing. Such surrender shall, if made during any period beginning at the close of business on a Regular Record Date and ending at the opening of business on the Interest Payment Date next following such Regular Record Date (unless this Security or the portion being converted shall have been called for redemption on a Redemption Date during such period), also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no adjustment is to be made on conversion for interest accrued hereon or for dividends on shares of Common Stock issued on conversion. The Company is not required to issue fractional shares upon any such conversion, but shall make adjustment therefor in cash on the basis of the current market value of such fractional interest as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale of substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger or sale by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger or sale (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares) [, assuming if such consolidation, merger or sale is prior to .............., 19...., that this Security were convertible at the time of such consolidation, merger or sale at the initial conversion price specified above as adjusted from .............., 19.... to such time pursuant to the Indenture]. In the event of conversion of this Security in part only, a new Security or Securities for the unconverted portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is convertible into other securities of the Company, specify the conversion features.] [If the Security is not an Original Issue Discount Security, insert -- If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert -- If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the -20- manner and with the effect provided in the Indenture. Such amount shall be equal to -- insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to -21- the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $....... and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 204. Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 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 REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. -22- SECTION 205. Form of Trustee's Certificate of Authentication. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. .........................................., As Trustee By......................................... Authorized Officer SECTION 206. Form of Conversion Notice. To Scholastic Corporation: The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. -23- Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ....................... ................................................. Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner. ............................................. Signature Guaranty
Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered holder. ...................................................... Social Security or Other Taxpayer Identification (Name) Number ........................... ...................................................... (Address) ...................................................... Please print Name and Address (including zip code number)
[The above conversion notice is to be modified, as appropriate, for conversion into other securities or property of the Company.] ARTICLE THREE THE SECURITIES SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined -24- in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; (4) the date or dates on which the principal of any Securities of the series is payable; (5) the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date; (6) the place or places where the principal of and any premium and interest on any Securities of the series shall be payable; (7) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced; (8) the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable; (10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; -25- (11) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined); (13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; (14) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); (15) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 1302 or Section 1303 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced; (16) the terms of any right to convert Securities of the series into shares of Common Stock of the Company or other securities or property; (17) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; -26- (18) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502; (19) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series; and (20) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. SECTION 302. Denominations. The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. SECTION 303. Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its principal executive officer, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. -27- At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating, (1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture; (2) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture; and (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated -28- and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. SECTION 304. Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. SECTION 305. Registration; Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. -29- At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as -30- Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at -31- any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. SECTION 307. Payment of Interest; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective -32- Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. Subject to the provisions of Section 1402, in the case of any Security (or any part thereof) which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security the principal of (or premium, if any, on) which shall become due and payable, whether at Stated Maturity or by declaration of acceleration prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Security (or any one or more Predecessor Securities) is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence or in Section 1402, in the case of any Security (or any part thereof) which is converted, interest whose Stated Maturity is after the date of conversion of such Security or (such part thereof) shall not be payable. SECTION 308. Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. SECTION 309. Cancellation. All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities -33- previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order. SECTION 310. Computation of Interest. Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. ARTICLE FOUR SATISFACTION AND DISCHARGE SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, -34- and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive. SECTION 402. Application of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. ARTICLE FIVE REMEDIES SECTION 501. Events of Default. "Event of Default", wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or -35- (2) default in the payment of the principal of or any premium on any Security of that series at its Maturity; or (3) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or (4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or (6) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or (7) any other Event of Default provided with respect to Securities of that series. -36- SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(5) or 501(6)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(5) or 501(6) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities of that series, (B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. -37- No such rescission shall affect any subsequent default or impair any right consequent thereon. SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if (1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. SECTION 504. Trustee May File Proofs of Claim. In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, -38- disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee. SECTION 505. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. SECTION 506. Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 607; and SECOND: To the payment of the amounts then due and unpaid for principal of and any premium, if any, and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium, if any, and interest, respectively. SECTION 507. Limitation on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless -39- (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date), to convert such Securities in accordance with Article Fourteen and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. SECTION 509. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. -40- SECTION 510. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee subject to the limitations contained in this Indenture or by the Holders, as the case may be. SECTION 512. Control by Holders. The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that (1) such direction shall not be in conflict with any rule of law or with this Indenture, and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction or this Indenture. SECTION 513. Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default (1) in the payment of the principal of or any premium or interest on any Security of such series, or -41- (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. SECTION 514. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or in any suit for the enforcement of the right to convert any Security in accordance with Article Fourteen. SECTION 515. Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. ARTICLE SIX THE TRUSTEE SECTION 601. Certain Duties and Responsibilities. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds -42- or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. SECTION 602. Notice of Defaults. If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. SECTION 603. Certain Rights of Trustee. Subject to the provisions of Section 601: (1) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (4) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; -43- (6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and (7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. SECTION 604. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. SECTION 605. May Hold Securities and Act as Trustee Under Other Indentures. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. Subject to the limitations imposed by the Trust Indenture Act, nothing in this Indenture shall prohibit the Trustee from becoming and acting as trustee under other indentures under which other securities, or certificates of interest of participation in other securities, of the Company are outstanding in the same manner as if it were not Trustee hereunder. SECTION 606. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. -44- SECTION 607. Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. SECTION 608. Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series. SECTION 609. Corporate Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. -45- SECTION 610. Resignation and Removal; Appointment of Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. If at any time: (1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, -46- removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. SECTION 611. Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which -47- the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. SECTION 612. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. SECTION 613. Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). -48- SECTION 614. Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if -49- originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. If an appointment with respect to one or more series is made pursuant to this Section 612, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ........................................, As Trustee By......................................, As Authenticating Agent By....................................... Authorized Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee (1) semi-annually, not later than 15 days after the Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of such Regular Record Date, as the case may be, and -50- (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar. SECTION 702. Preservation of Information; Communications to Holders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. SECTION 703. Reports by Trustee. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than July 1 in each calendar year, commencing with the first July 1 after the first issuance of Securities pursuant to this Indenture. A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange. SECTION 704. Reports by Company. The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner -51- provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 801. Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (1) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed and the conversion rights shall be provided for in accordance with Article Fourteen, if applicable, or as otherwise specified pursuant to Section 301, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company) formed by such consolidation or into which the Company shall have been merged or by the Person which shall have acquired the Company's assets; (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company or any Restricted Subsidiary would become subject to a Lien which would not be permitted by this Indenture, the -52- Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and (4) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. SECTION 802. Successor Substituted. Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. ARTICLE NINE SUPPLEMENTAL INDENTURES SECTION 901. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or -53- (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or (9) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article Fourteen, including providing for the conversion of the securities into any security (other than the Common Stock of the Company) or property of the Company; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (11) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Articles Four and Thirteen, provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect. -54- SECTION 902. Supplemental Indentures With Consent of Holders. With the consent of the Holders of a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 1010, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 1010, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8), or (4) if applicable, make any change that adversely affects the right to convert any security as provided in Article Fourteen or pursuant to Section 301 (except as permitted by Section 901(9)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities -55- of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. SECTION 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 601 and 603) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. SECTION 904. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. SECTION 905. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act. SECTION 906. Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. -56- ARTICLE TEN COVENANTS SECTION 1001. Payment of Principal, Premium and Interest. The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. SECTION 1002. Maintenance of Office or Agency. The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series may be surrendered for conversion and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. SECTION 1003. Money for Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. -57- Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in each Place of Payment, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. SECTION 1004. Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in -58- the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. SECTION 1005. Existence. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors, or the principal executive officer and principal financial officer of the Company acting jointly, shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. SECTION 1006. Maintenance of Properties. The Company will cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the Holders. SECTION 1007. Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim (i) whose amount, applicability or validity is being contested in good faith by appropriate proceedings or (ii) if the failure to pay or discharge would not have a material adverse effect on the assets, business, operations, properties or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole. -59- SECTION 1008. Limitation on Liens. The Company will not issue, incur, create, assume or guarantee, and will not permit any Restricted Subsidiary to issue, incur, create, assume or guarantee, any debt for borrowed money secured by a mortgage, security interest, pledge, lien, charge or other encumbrance ("mortgages") upon any Principal Property of the Company or any Restricted Subsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares or indebtedness are now existing or owned or hereafter created or acquired) without in any such case effectively providing concurrently with issuance, incurrence, creation, assumption or guarantee of any such secured debt, or the grant of a mortgage with respect to any such indebtedness, that the Securities (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company or such Restricted Subsidiary ranking equally with the Securities) shall be secured equally and ratably with (or, at the option of the Company, prior to) such secured debt. The foregoing restriction, however, will not apply to: (1) mortgages on property existing at the time of acquisition thereof by the Company or any Subsidiary, provided that such mortgages were in existence prior to the contemplation of such acquisitions; (2) mortgages on property, shares of stock or indebtedness or other assets of any corporation existing at the time such corporation becomes a Restricted Subsidiary, provided that such mortgages are not incurred in anticipation of such corporation becoming a Restricted Subsidiary; (3) mortgages on property, shares of stock or indebtedness existing at the time of acquisition thereof by the Company or a Restricted Subsidiary or mortgages thereon to secure the payment of all or any part of the purchase price thereof, or mortgages on property, shares of stock or indebtedness to secure any indebtedness for borrowed money incurred prior to, at the time of or within 270 days after, the latest of the acquisition thereof, or, in the case of property, the completion of construction, the completion of improvements, or the commencement of substantial commercial operation of such property for the purpose of financing all or any part of the purchase price thereof, such construction, or the making of such improvements; (4) mortgages to secure indebtedness owing to the Company or to a Restricted Subsidiary: (5) mortgages existing at the date of this Indenture; (6) mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary, provided that such mortgage was not incurred in anticipation of such merger or consolidation or sale, lease or other disposition; -60- (7) mortgages in favor of the United States or any State, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of the United States or any State, territory or possession thereof (or the District of Columbia), to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price of the cost of constructing or improving the property subject to such mortgages; (8) mortgages created in connection with the acquisition of assets or a project financed with, and created to secure, a Nonrecourse Obligation; (9) extensions, renewals, refinancings or replacements of any mortgage referred to in the foregoing clauses (1), (2), (3), (4), (5), (6), (7) and (8) provided, however, that any mortgages permitted by any of the foregoing clauses (1), (2), (3), (4), (5), (6), (7) and (8) shall not extend to or cover any property of the Company or such Restricted Subsidiary, as the case may be, other than the property, if any, specified in such clauses and improvements thereto, and provided further that any refinancing or replacement of any mortgages permitted by the foregoing clauses (7) and (8) shall be of the type referred to in such clauses (7) or (8), as the case may be. Notwithstanding the restrictions set forth in the preceding paragraph, the Company or any Restricted Subsidiary will be permitted to issue, incur, create, assume or guarantee debt secured by a mortgage which would otherwise be subject to such restrictions, without equally and ratably securing the Securities, provided that after giving effect thereto, the aggregate amount of all debt so secured by mortgages (not including mortgages permitted under clauses (1) through (10) above) does not exceed 15% of the Consolidated Net Tangible Assets of the Company as most recently determine on or prior to such date. SECTION 1009. Limitations on Sale and Leaseback Transactions. The Company will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property, other than any such transaction involving a lease for a term of not more than three years of any such transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, unless: (1) the Company or such Restricted Subsidiary would be entitled to incurs indebtedness secured by a mortgage on the Principal Property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Securities, pursuant to Section 1008; or (2) the Company shall apply an amount equal to the greater of the net proceeds of such sale or the Attributable Debt with respect to such Sale and Lease-Back Transaction within 180 days of such sale to either (or a combination of) the retirement (other than mandatory retirement, mandatory prepayment or sinking fund payment or by a payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that matures more than 12 months after the creation of such indebtedness or the purchase, construction or development of other comparable property. -61- SECTION 1010. Waiver of Certain Covenants. Except as otherwise specified as contemplated by Section 301 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(19), 901(2) or 901(7) for the benefit of the Holders of such series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. ARTICLE ELEVEN REDEMPTION OF SECURITIES SECTION 1101. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article. SECTION 1102. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction. -62- SECTION 1103. Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. SECTION 1104. Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at its address appearing in the Security Register. -63- All notices of redemption shall state: (1) the Redemption Date, (2) the Redemption Price (including accrued interest, if any), (3) if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed, (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, (5) the place or places where each such Security is to be surrendered for payment of the Redemption Price, (6) if applicable, the conversion price, that the date on which the right to convert the principal of the Securities or the portions thereof to be redeemed will terminate will be the Redemption Date and the place or places where such Securities may be surrendered for conversion, and (7) that the redemption is for a sinking fund, if such is the case. Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company and shall be irrevocable. SECTION 1105. Deposit of Redemption Price. Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. If any Security called for redemption is converted, any money deposited with the Trustee or with a Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to the right of any Holder of such Security to receive interest as provided in the last paragraph of Section 307) be paid to the Company on Company Request, or if then held by the Company, shall be discharged from such trust. -64- SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. SECTION 1107. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. ARTICLE TWELVE SINKING FUNDS SECTION 1201. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities. The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of such Securities is herein -65- referred to as an "optional sinking fund payment". If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities. SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. SECTION 1203. Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. -66- ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE SECTION 1301. Company's Option to Effect Defeasance or Covenant Defeasance. The Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. SECTION 1302. Defeasance and Discharge. Upon the Company's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called "Defeasance"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the Company's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to such Securities. SECTION 1303. Covenant Defeasance. Upon the Company's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its obligations under Section 801(3), Sections 1006 through 1009, inclusive, and any covenants provided pursuant to Section 301(19), 901(2) or 901(7) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Sections 501(4) (with respect to any of Section 801(3), Sections 1006 through 1009, -67- inclusive, and any such covenants provided pursuant to Section 301(19), 901(2) or 901(7)) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. SECTION 1304. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case may be: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, "U.S. Government Obligation" means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. -68- Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. (2) In the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 1303 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (4) The Company shall have delivered to the Trustee an Officer's Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. (8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. -69- (9) The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities. SECTION 1306. Reinstatement. If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such -70- reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust. ARTICLE FOURTEEN CONVERSION OF SECURITIES SECTION 1401. Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series which are convertible into shares of Common Stock of the Company, and the issuance of such shares of Common Stock upon the conversion of such Securities, except as otherwise specified as contemplated by Section 301 for the Securities of such series. SECTION 1402. Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by a duly executed conversion notice to the Company substantially in the form set forth in Section 206 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon -71- the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security. SECTION 1403. No Fractional Shares. No fractional share of Common Stock of the Company shall be issued upon conversions of Securities of any series. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If, except for the provisions of this Section 1403, any Holder of a Security or Securities would be entitled to a fractional share of Common Stock of the Company upon the conversion of such Security or Securities, or specified portions thereof, the Company shall pay to such Holder an amount in cash equal to the current market value of such fractional share computed, (i) if such Common Stock is listed or admitted to unlisted trading privileges on a national securities exchange, on the basis of the last reported sale price regular way on such exchange on the last trading day prior to the date of conversion upon which such a sale shall have been effected, or (ii) if such Common Stock is not at the time so listed or admitted to unlisted trading privileges on a national securities exchange, on the basis of the average of the bid and asked prices of such Common Stock in the over-the-counter market, on the last trading day prior to the date of conversion, as reported by the National Quotation Bureau, Incorporated or similar organization if the National Quotation Bureau, Incorporated is no longer reporting such -72- information, or if not so available, the fair market price as determined by the Board of Directors. For purposes of this Section, "trading day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday other than any day on which the Common Stock is not traded on the Nasdaq National Market System, or if the Common Stock is not traded on the Nasdaq National Market System, on the principal exchange or market on which the Common Stock is traded or quoted. SECTION 1404. Adjustment of Conversion Price. The conversion price of Securities of any series that is convertible into Common Stock of the Company shall be adjusted for any stock dividends, stock splits, reclassi-fications, combinations or similar transactions in accordance with the terms of the supplemental indenture or Board Resolutions setting forth the terms of the Securities of such series. Whenever the conversion price is adjusted, the Company shall compute the adjusted conversion price in accordance with terms of the applicable Board Resolution or supplemental indenture and shall prepare an Officers' Certificate setting forth the adjusted conversion price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 1002 and, if different, with the Trustee. The Company shall forthwith cause a notice setting forth the adjusted conversion price to be mailed, first class postage prepaid, to each Holder of Securities of such series at its address appearing on the Security Register and to any conversion agent other than the Trustee. SECTION 1405. Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required); or (2) the Company shall authorize the granting to the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or -73- (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Securities Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee. SECTION 1406. Reservation of Shares of Common Stock. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of Securities, the full number of shares of Common Stock of the Company then issuable upon the conversion of all outstanding Securities of any series that has conversion rights. SECTION 1407. Payment of Certain Taxes Upon Conversion. The Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of its Common Stock on conversion of Securities pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of its Common Stock in a name other than that of the Holder of the Security or Securities to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid. SECTION 1408. Nonassessability. The Company covenants that all shares of its Common Stock which may be issued upon conversion of Securities will upon issue in accordance with the terms hereof be duly and validly issued and fully paid and nonassessable. -74- SECTION 1409. Effect of Consolidation or Merger on Conversion Privilege. In case of any consolidation of the Company with, or merger of the Company into or with any other Person, or in case of any sale of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or the Person into which the Company shall have been merged or the Person which shall have acquired such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding of any series that is convertible into Common Stock of the Company shall have the right, which right shall be the exclusive conversion right thereafter available to said Holder (until the expiration of the conversion right of such Security), to convert such Security into the kind and amount of shares of stock or other securities or property (including cash) receivable upon such consolidation, merger or sale by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger or sale, subject to compliance with the other provisions of this Indenture, such Security and such supplemental indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in such Security. The above provisions of this Section shall similarly apply to successive consolidations, mergers or sales. It is expressly agreed and understood that anything in this Indenture to the contrary notwithstanding, if, pursuant to such merger, consolidation or sale, holders of outstanding shares of Common Stock of the Company do not receive shares of common stock of the surviving corporation but receive other securities, cash or other property or any combination thereof, Holders of Securities shall not have the right to thereafter convert their Securities into common stock of the surviving corporation or the corporation which shall have acquired such assets, but rather, shall have the right upon such conversion to receive the other securities, cash or other property receivable by a holder of the number of shares of Common Stock of the Company into which the Securities held by such holder might have been converted immediately prior to such consolidation, merger or sale, all as more fully provided in the first sentence of this Section 1409. Anything in this Section 1409 to the contrary notwithstanding, the provisions of this Section 1409 shall not apply to a merger or consolidation of another corporation with or into the Company pursuant to which both of the following conditions are applicable: (i) the Company is the surviving corporation and (ii) the outstanding shares of Common Stock of the Company are not changed or converted into any other securities or property (including cash) or changed in number or character or reclassified pursuant to the terms of such merger or consolidation. As evidence of the kind and amount of shares of stock or other securities or property (including cash) into which Securities may properly be convertible after any such consolidation, merger or sale, or as to the appropriate adjustments of the conversion prices applicable with respect thereto, the Trustee shall be furnished with and may accept the certificate or opinion of an independent certified public accountant with respect thereto; and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely thereon, and shall not be responsible or accountable to any Holder of Securities for any provision in conformity therewith or approved by such independent certified accountant which may be contained in said supplemental indenture. -75- SECTION 1410. Duties of Trustee Regarding Conversion. Neither the Trustee nor any conversion agent shall at any time be under any duty or responsibility to any Holder of Securities of any series that is convertible into Common Stock of the Company to determine whether any facts exist which may require any adjustment of the conversion price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, whether herein or in any supplemental indenture, any resolutions of the Board of Directors or written instrument executed by one or more officers of the Company provided to be employed in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock of the Company, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities and neither the Trustee nor any conversion agent makes any representation with respect thereto. Subject to the provisions of Section 601, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of its Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or to comply with any of the covenants of the Company contained in this Article Fourteen or in the applicable supplemental indenture, resolutions of the Board of Directors or written instrument executed by one or more duly authorized officers of the Company. SECTION 1411. Repayment of Certain Funds Upon Conversion. Any funds which at any time shall have been deposited by the Company or on its behalf with the Trustee or any other paying agent for the purpose of paying the principal of, and premium, if any, and interest, if any, on any of the Securities (including, but not limited to, funds deposited for the sinking fund referred to in Article Twelve and funds deposited pursuant to Article Thirteen hereof) and which shall not be required for such purposes because of the conversion of such Securities as provided in this Article Fourteen shall after such conversion be repaid to the Company by the Trustee upon the Company's written request. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. SCHOLASTIC CORPORATION By.................................... -76- Attest: ...................................... ------------------ By..................................... ------------------------- Attest: ...................................... Authorized Officer -77- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the ..... day of ..............., 1996, before me personally came _________, to me known, who, being by me duly sworn, did depose and say that [he/she] is a [position] [of] [organization], one of the corporations described in and which executed the foregoing instrument; that [he/she] knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that [he/she] signed [his/her] name thereto by like authority. ............................................... STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the .... day of ..........., 1996, before me personally came ..........................., to me known, who, being by me duly sworn, did depose and say that [he/she] is .................... of ................................., one of the corporations described in and which executed the foregoing instrument; that [he/she] knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that [he/she] signed [his/her] name thereto by like authority. ............................................... -78-



                                                                     Exhibit 4.2

================================================================================

                            Scholastic Corporation
                                       
                                      TO
                                       
                               -----------------
                                    Trustee
                                       
                                --------------
                                       
                                   Indenture
                                       
                       Dated as of .............., 1996
                                       
                                --------------
                                       
                         Subordinated Debt Securities

================================================================================



                               TABLE OF CONTENTS

                                  ----------

                                                                           Page

Recitals of the Company..................................................    1

                                  ARTICLE ONE

            Definitions and Other Provisions of General Application

Section 101.       Definitions:
                   Act.....................................................  2
                   Affiliate...............................................  2
                   control.................................................  2
                   Authenticating Agent....................................  2
                   Board of Directors......................................  2
                   Board Resolution........................................  2
                   Business Day............................................  2
                   Commission..............................................  2
                   Common Stock............................................  2
                   Company.................................................  3
                   Company Request.........................................  3
                   Company Order...........................................  3
                   Corporate Trust Office..................................  3
                   corporation.............................................  3
                   Covenant Defeasance.....................................  3
                   Debt....................................................  3
                   Defaulted Interest......................................  3
                   Defeasance..............................................  4
                   Depositary..............................................  4
                   Event of Default........................................  4
                   Exchange Act............................................  4
                   Expiration Date.........................................  4
                   Global Security.........................................  4
                   Holder..................................................  4
                   Indenture...............................................  4
                   Interest................................................  4
                   Interest Payment Date...................................  4
                   Investment Company Act..................................  4
                   Lien....................................................  4
                   Maturity................................................  4
                   Notice of Default.......................................  4
                   Officers' Certificate...................................  5

- -------------------
Note:  This tabe of contents shall not, for any purpose, be deemed to be a part 
       of the Indenture.

                                      -i-




                                                                           Page

                   Opinion of Counsel......................................  5
                   Original Issue Discount Security........................  5
                   Outstanding.............................................  5
                   Paying Agent............................................  6
                   Person..................................................  6
                   Place of Payment........................................  6
                   Predecessor Security....................................  6
                   Redemption Date.........................................  6
                   Redemption Price........................................  6
                   Regular Record Date.....................................  6
                   Securities..............................................  6
                   Securities Act..........................................  7
                   Security Register and Security Registrar................  7
                   Senior Debt.............................................  7
                   Special Record Date.....................................  7
                   Stated Maturity.........................................  7
                   Subsidiary..............................................  7
                   Trust Indenture Act.....................................  7
                   Trustee.................................................  7
                   U.S. Government Obligation..............................  8
                   Vice President..........................................  8

Section 102.  Compliance Certificates and Opinions.........................  8

Section 103.  Form of Documents Delivered to Trustee.......................  8

Section 104.  Acts of Holders; Record Dates................................  9

Section 105.  Notices, Etc., to Trustee and Company........................ 11

Section 106.  Notice to Holders; Waiver.................................... 12

Section 107.  Conflict with Trust Indenture Act............................ 12

Section 108.  Effect of Headings and Table of Contents..................... 12

Section 109.  Successors and Assigns....................................... 12

Section 110.  Separability Clause.......................................... 13

Section 111.  Benefits of Indenture........................................ 13

                                     -ii-



                                                                           Page

Section 112.  Governing Law................................................ 13


Section 113.  Legal Holidays............................................... 13

                                  ARTICLE TWO

                                Security Forms

Section 201.  Forms Generally.............................................. 13

Section 202.  Form of Face of Security..................................... 14

Section 203.  Form of Reverse of Security.................................. 16

Section 204.  Form of Legend for Global Securities......................... 22

Section 205.  Form of Trustee's Certificate of Authentication.............. 22

Section 206.  Form of Conversion Notice.................................... 23

                                 ARTICLE THREE

                                The Securities

Section 301.  Amount Unlimited; Issuable in Series......................... 24

Section 302.  Denominations................................................ 27

Section 303.  Execution, Authentication, Delivery and
                       Dating.............................................. 27

Section 304.  Temporary Securities......................................... 28

Section 305.  Registration; Registration of Transfer and
                       Exchange............................................ 29

Section 306.  Mutilated, Destroyed, Lost and Stolen
                       Securities.......................................... 31

                                     -iii-



                                                                           Page

Section 307.  Payment of Interest; Interest Rights
                       Preserved........................................... 31

Section 308.  Persons Deemed Owners........................................ 33

Section 309.  Cancellation................................................. 33

Section 310.  Computation of Interest...................................... 34

                                 ARTICLE FOUR


                          Satisfaction and Discharge

Section 401.  Satisfaction and Discharge of Indenture...................... 34

Section 402.  Application of Trust Money................................... 35

                                 ARTICLE FIVE

                                   Remedies

Section 501.  Events of Default............................................ 35

Section 502.  Acceleration of Maturity; Rescission and
                       Annulment........................................... 36

Section 503.  Collection of Indebtedness and Suits for
                       Enforcement by Trustee.............................. 38

Section 504.  Trustee May File Proofs of Claim............................. 38

Section 505.  Trustee May Enforce Claims Without
                       Possession of Securities............................ 39

Section 506.  Application of Money Collected............................... 39

Section 507.  Limitation on Suits.......................................... 39

                                     -iv-



                                                                           Page

Section 508.  Unconditional Right of Holders to Receive
                       Principal, Premium and Interest and to
                       Convert............................................. 40

Section 509.  Restoration of Rights and Remedies........................... 40

Section 510.  Rights and Remedies Cumulative............................... 41

Section 511.  Delay or Omission Not Waiver................................. 41

Section 512.  Control by Holders........................................... 41

Section 513.  Waiver of Past Defaults...................................... 41

Section 514.  Undertaking for Costs........................................ 42

Section 515.  Waiver of Usury, Stay or Extension Laws...................... 42

                                  ARTICLE SIX

                                  The Trustee


Section 601.  Certain Duties and Responsibilities.......................... 42

Section 602.  Notice of Defaults........................................... 43

Section 603.  Certain Rights of Trustee.................................... 43

Section 604.  Not Responsible for Recitals or Issuance of
                      Securities........................................... 44

Section 605.  May Hold Securities and Act as Trustee Under
                    Other Indentures....................................... 44

Section 606.  Money Held in Trust.......................................... 44

Section 607.  Compensation and Reimbursement............................... 45

Section 608.  Conflicting Interests........................................ 45

Section 609.  Corporate Trustee Required; Eligibility...................... 45

                                      -v-

     

                                                                           Page

Section 610.  Resignation and Removal; Appointment of Successor............ 46

Section 611.  Acceptance of Appointment by Successor....................... 47

Section 612.  Merger, Conversion, Consolidation or Succession
                     to Business........................................... 48

Section 613.  Preferential Collection of Claims Against Company............ 48

Section 614.  Appointment of Authenticating Agent.......................... 49

                                 ARTICLE SEVEN

               Holders' Lists and Reports by Trustee and Company

Section 701.  Company to Furnish Trustee Names and Addresses
                     of Holders............................................ 50

Section 702.  Preservation of Information; Communications to
                     Holders............................................... 51

Section 703.  Reports by Trustee........................................... 51

Section 704.  Reports by Company........................................... 51

                                 ARTICLE EIGHT


             Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.  Company May Consolidate, Etc., Only on Certain Terms......... 52

Section 802.  Successor Substituted........................................ 53

                                 ARTICLE NINE

                            Supplemental Indentures

Section 901.  Supplemental Indentures Without Consent of Holders........... 53

                                     -vi-



                                                                           Page

Section 902.  Supplemental Indentures With Consent of Holders.............. 54

Section 903.  Execution of Supplemental Indentures......................... 56

Section 904.  Effect of Supplemental Indentures............................ 56

Section 905.  Conformity with Trust Indenture Act.......................... 56

Section 906.  Reference in Securities to Supplemental Indentures........... 56

Section 907.  Subordination Unimpaired..................................... 56

                                  ARTICLE TEN

                                   Covenants

Section 1001.  Payment of Principal, Premium and Interest.................. 57

Section 1002.  Maintenance of Office or Agency............................. 57

Section 1003.  Money for Securities Payments to Be Held in Trust........... 57

Section 1004.  Statement by Officers as to Default......................... 58

Section 1005.  Existence................................................... 59

Section 1006.  Maintenance of Properties................................... 59

Section 1007.  Payment of Taxes and Other Claims........................... 59

Section 1008.  Waiver of Certain Covenants................................. 60

                                ARTICLE ELEVEN

                           Redemption of Securities


Section 1101.  Applicability of Article.................................... 60

Section 1102.  Election to Redeem; Notice to Trustee....................... 60

                                     -vii-



                                                                           Page

Section 1103.  Selection by Trustee of Securities to Be Redeemed........... 61

Section 1104.  Notice of Redemption........................................ 61

Section 1105.  Deposit of Redemption Price................................. 62

Section 1106.  Securities Payable on Redemption Date....................... 63

Section 1107.  Securities Redeemed in Part................................. 63

                                ARTICLE TWELVE

                                 Sinking Funds

Section 1201.  Applicability of Article.................................... 63

Section 1202.  Satisfaction of Sinking Fund Payments with Securities....... 64

Section 1203.  Redemption of Securities for Sinking Fund................... 64

                               ARTICLE THIRTEEN

                      Defeasance and Covenant Defeasance

Section 1301.  Company's Option to Effect Defeasance or Covenant
                     Defeasance............................................ 65

Section 1302.  Defeasance and Discharge.................................... 65

Section 1303.  Covenant Defeasance......................................... 65

Section 1304.  Conditions to Defeasance or Covenant Defeasance............. 66

Section 1305.  Deposited Money and U.S. Government Obligations to be
                     Held in Trust; Miscellaneous Provisions............... 68

Section 1306.  Reinstatement............................................... 69

                                    -viii-



                                                                           Page


                               ARTICLE FOURTEEN

                           Conversion of Securities

Section 1401.  Applicability of Article.................................... 69

Section 1402.  Exercise of Conversion Privilege............................ 69

Section 1403.  No Fractional Shares........................................ 70

Section 1404.  Adjustment of Conversion Price.............................. 71

Section 1405.  Notice of Certain Corporate Actions......................... 72

Section 1406.  Reservation of Shares of Common Stock....................... 72

Section 1407.  Payment of Certain Taxes Upon Conversion.................... 73

Section 1408.  Nonassessability............................................ 73

Section 1409.  Effect of Consolidation or Merger on Conversion Privilege... 73

Section 1410.  Duties of Trustee Regarding Conversion...................... 74

Section 1411.  Repayment of Certain Funds Upon Conversion.................. 75

                                ARTICLE FIFTEEN

                          Subordination of Securities

Section 1501.  Securities Subordinate to Senior Debt....................... 75

Section 1502.  Payment Over of Proceeds Upon Dissolution, Etc.............. 75

Section 1503.  Prior Payment to Senior Debt Upon Acceleration of
                     Securities............................................ 76

Section 1504.  No Payment When Senior Debt in Default...................... 77

Section 1505.  Payment Permitted If No Default............................. 77

                                     -ix-



                                                                           Page

Section 1506.  Subrogation to Rights of Holders of Senior Debt............. 78

Section 1507.  Provisions Solely to Define Relative Rights................. 78

Section 1508.  Trustee to Effectuate Subordination......................... 79

Section 1509.  No Waiver of Subordination Provisions....................... 79


Section 1510.  Notice to Trustee........................................... 79

Section 1511.  Reliance on Judicial Order or Certificate of Liquidating
                     Agent................................................. 80

Section 1512.  Trustee Not Fiduciary for Holders of Senior Debt............ 80

Section 1513.  Rights of Trustee as Holder of Senior Debt;
                     Preservation of Trustee's Rights...................... 81

Section 1514.  Article Applicable to Paying Agents......................... 81

Section 1515.  Certain Conversions Deemed Payment.......................... 81

Section 1516.  Obligations of Company and Right to Convert
                     Unconditional......................................... 81

Testimonium.............................................................   83
Signatures and Seals....................................................   83
Acknowledgements........................................................   84

                                      -x-



        ..............................................................
   Certain Sections of this Indenture relating to Sections 310 through 318,
                inclusive, of the Trust Indenture Act of 1939:

Trust Indenture
  Act Section                                                 Indenture Section

ss.310(a)(1)     ..............................................  609
      (a) (2)    ..............................................  609
      (a) (3)    ..............................................  Not Applicable
      (a) (4)    ..............................................  Not Applicable
      (b)        ..............................................  608
                                                                 610

ss.311(a)        ..............................................  613
      (b)        ..............................................  613
ss.312(a)        ..............................................  701
                                                                 702
      (b)        ..............................................  702
      (c)        ..............................................  702
ss.313(a)        ..............................................  703
      (b)        ..............................................  703
      (c)        ..............................................  703
      (d)        ..............................................  703
ss.314(a)        ..............................................  704
      (a) (4)    ..............................................  101
                                                                 1004

      (b)        ..............................................  Not Applicable
      (c)(1)     ..............................................  102
      (c)(2)     ..............................................  102
      (c)(3)     ..............................................  Not Applicable
      (d)        ..............................................  Not Applicable
      (e)        ..............................................  102
ss.315(a)        ..............................................  601
      (b)        ..............................................  602
      (c)        ..............................................  601
      (d)        ..............................................  601
      (e)        ..............................................  514
ss.316(a)        ..............................................  101
      (a)(1)(A)  ..............................................  502
                                                                 512
      (a)(1)(B)  ..............................................  513
      (a)(2)     ..............................................  Not Applicable
      (b)        ..............................................  508
      (c)        ..............................................  104
ss.317(a)(1)     ..............................................  503
      (a)(2)     ..............................................  504
      (b)        ..............................................  1003
ss.318(a)        ..............................................  107




      INDENTURE, dated as of ............, 1996, between Scholastic
Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal executive
office at 555 Broadway, New York, New York 10012, and ___________________, [a
national banking association duly organized and existing under the laws of the
United States of America, as Trustee (herein called the "Trustee").]

                            Recitals of the Company

      The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as provided in this
Indenture.

      All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

      Now, Therefore, This Indenture Witnesseth:

      For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of
series thereof appertaining, as follows:

                                  ARTICLE ONE

                       Definitions and Other Provisions
                            of General Application

Section 101.  Definitions.

      For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

         (1) the terms defined in this Article have the meanings assigned to
   them in this Article and include the plural as well as the singular;

         (2) all other terms used herein which are defined in the Trust
   Indenture Act, either directly or by reference therein, have the meanings
   assigned to them therein;

         (3) all accounting terms not otherwise defined herein have the
   meanings assigned to them in accordance with generally accepted accounting
   principles, and, except as otherwise herein expressly provided, the term
   "generally accepted accounting principles" with respect to any computation
   required or permitted hereunder shall mean such accounting principles as are
   generally accepted at the date of such computation;



         (4) unless the context otherwise requires, any reference to an

   "Article" or a "Section" refers to an Article or a Section, as the case may
   be, of this Indenture; and

         (5) the words "herein", "hereof" and "hereunder" and other words of
   similar import refer to this Indenture as a whole and not to any particular
   Article, Section or other subdivision.

      "Act", when used with respect to any Holder, has the meaning specified in
Section 104.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

      "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board empowered to act for it with
respect to this Indenture.

      "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

      "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment are authorized or obligated
by law or executive order to close.

      "Commission" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

      "Common Stock" includes any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which is not subject to redemption by the Company; provided, however,
subject to the provisions of Section 1409, shares issuable on conversions of
Securities shall include only shares of the class designated as Common Stock of
the Company at the date of this Indenture or shares

                                      -2-




of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to
redemption by the Company; provided, further, that if at any time there shall
be more than one such resulting class, the shares of each such class then so
issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

      "Company" means the corporation named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

      "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its principal
financial officer, its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

      "Corporate Trust Office" means the corporate trust office of the Trustee
at _______________________________________________________________ at which at
any particular time its corporate trust business shall be administered.

      "corporation" means a corporation, association, company, joint-stock
company or business trust.

      "Covenant Defeasance" has the meaning specified in Section 1303.

      "Debt" means (without duplication), with respect to any Person, whether
recourse is to all or a portion of the assets of such Person and whether or not
contingent, (i) every obligation of such Person for money borrowed, (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses, (iii) every reimbursement
obligation of such Person with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person, (iv)
every obligation of such Person issued or assumed as the deferred purchase
price of property or services (but excluding trade accounts payable or accrued
liabilities arising in the ordinary course of business), (v) the maximum fixed
redemption or repurchase price of redeemable stock of such Person at the time
of determination, (vi) every obligation to pay rent or other payment amounts of
such Person with respect to any Sale and Lease-Back Transaction to which such
Person is a party and (vii) every obligation of the type referred to in Clauses
(i) through (vi) of another Person and all dividends of another Person the
payment of which, in either case, such Person has guaranteed or is responsible
or liable, directly or indirectly, as obligor, guarantor or otherwise.

      "Defaulted Interest" has the meaning specified in Section 307.

                                      -3-




      "Defeasance" has the meaning specified in Section 1302.

      "Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 301.

      "Event of Default" has the meaning specified in Section 501.

      "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

      "Expiration Date" has the meaning specified in Section 104.

      "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

      "Holder" means a Person in whose name a Security is registered in the
Security Register.

      "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

      "interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

      "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an instalment of interest on such Security.

      "Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.

      "Lien" means any mortgage, security interest, pledge, lien, charge or
other encumbrance.

      "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an instalment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

      "Notice of Default" means a written notice of the kind specified in
Section 501(4).


                                      -4-



      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, and by
the principal financial officer, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. One of the officers signing an Officers' Certificate given pursuant to
Section 1004 shall be the principal executive, financial or accounting officer
of the Company.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for, or an employee of, the Company, and who shall be reasonably
acceptable to the Trustee.

      "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

      "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

         (1)  Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation;

         (2) Securities for whose payment or redemption money in the necessary
   amount has been theretofore deposited with the Trustee or any Paying Agent
   (other than the Company) in trust or set aside and segregated in trust by
   the Company (if the Company shall act as its own Paying Agent) for the
   Holders of such Securities; provided that, if such Securities are to be
   redeemed, notice of such redemption has been duly given pursuant to this
   Indenture or provision therefor satisfactory to the Trustee has been made;

         (3)  Securities as to which Defeasance has been effected pursuant to
   Section 1302; and

         (4) Securities which have been paid pursuant to Section 306 or in
   exchange for or in lieu of which other Securities have been authenticated
   and delivered pursuant to this Indenture, other than any such Securities in
   respect of which there shall have been presented to the Trustee proof
   satisfactory to it that such Securities are held by a bona fide purchaser in
   whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount
of the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall

be deemed to be Outstanding shall be the amount as specified or determined as

                                      -5-



contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

      "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

      "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

      "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

      "Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

      "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

      "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.


      "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

                                      -6-



      "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

      "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

      "Senior Debt" means the principal of (and premium, if any) and interest,
if any, (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company to the extent that
such claim for post-petition interest is allowed in such proceeding) on Debt,
including all fees and other amounts payable in connection with such
indebtedness, any obligations of the Company in respect of overdrafts, foreign
exchange contracts and currency exchange agreements, letters of credit,
bankers' acceptances, interest rate protection agreements, and any loans or
advances from banks, whether or not evidenced by notes or similar instruments
and all amendments, renewals, extensions, modifications and refundings of any
such indebtedness or obligation, whether incurred on or prior to the date of
this Indenture or thereafter incurred, unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is
provided that such obligations are not superior in right of payment to the
Securities or to other Debt which is pari passu with, or subordinated to, the
Securities; provided, however, that Senior Debt shall not be deemed to include
the Securities.

      "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

      "Stated Maturity", when used with respect to any Security or any
instalment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such instalment of principal or interest is due and payable.

      "Subsidiary" means a corporation of which at least a majority of the
outstanding voting stock having the power to elect a majority of the board of
directors of such corporation is at the time owned, directly or indirectly, by
the Company or by one or more other Subsidiaries, or by the Company and one or
more other Subsidiaries. For the purposes of this definition, "voting stock"
means stock which ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency.

      "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that
in the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust

Indenture Act of 1939 as so amended.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean or include each Person who is then a Trustee hereunder, and if at any time
there is more than one such Person,

                                      -7-



"Trustee" as used with respect to the Securities of any series shall mean the
Trustee with respect to Securities of that series.

      "U.S. Government Obligation" has the meaning specified in Section 1304.

      "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

Section 102.  Compliance Certificates and Opinions.

      Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of
an Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include,

         (1) a statement that each individual signing such certificate or
   opinion has read such covenant or condition and the definitions herein
   relating thereto;

         (2) a brief statement as to the nature and scope of the examination or
   investigation upon which the statements or opinions contained in such
   certificate or opinion are based;

         (3) a statement that, in the opinion of each such individual, he or
   she has made such examination or investigation as is necessary to enable him
   or her to express an informed opinion as to whether or not such covenant or
   condition has been complied with; and

         (4) a statement as to whether, in the opinion of each such individual,
   such condition or covenant has been complied with.

Section 103.  Form of Documents Delivered to Trustee.

      In any case where several matters are required to be certified by, or

covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any

                                      -8-



such Person may certify or give an opinion as to such matters in one or several
documents.

      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or her certificate or opinion is
based are erroneous. Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 104.  Acts of Holders; Record Dates.

      Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. The
Trustee shall promptly deliver to the Company copies of all such instrument or
instruments delivered to the Trustee. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
601) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

      The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
a certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him or her the execution thereof. Where

such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her authority. The fact and date of the execution of
any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems
sufficient.

      The ownership of Securities shall be proved by the Security Register.

                                      -9-



      Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

      The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, vote, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.

      The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any

record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in
this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of

                                     -10-



Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company's expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the relevant series in the
manner set forth in Section 106.

      With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

      Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard
to all or any part of the principal amount of such Security or by one or more
duly appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

Section 105.  Notices, Etc., to Trustee and Company.

      Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

         (1)  the Trustee by any Holder or by the Company shall be sufficient 
   for every purpose hereunder if made, given, furnished or filed in writing 
   (or by facsimile transmissions ((212) 480-1614), provided that oral 

   confirmation of receipt shall have been received) to or with the Trustee at 
   its Corporate Trust Office, Attention: Corporate Trust Group, or

         (2) the Company by the Trustee or by any Holder shall be sufficient
   for every purpose hereunder (unless otherwise herein expressly provided) if
   in writing and mailed, first-class postage prepaid, to the Company addressed
   to it at the address of its principal office specified in the first
   paragraph of this instrument or at any other address previously furnished in
   writing to the Trustee by the Company, Attention:   Chief Financial Officer.

                                     -11-



Section 106.  Notice to Holders; Waiver.

      Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

      In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

Section 107.  Conflict with Trust Indenture Act.

      If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

Section 108.  Effect of Headings and Table of Contents.

      The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 109.  Successors and Assigns.

      All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.


                                     -12-



Section 110.  Separability Clause.

      In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 111.  Benefits of Indenture.

      Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Debt and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

Section 112.  Governing Law.

      THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

Section 113.  Legal Holidays.

      In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security or the last date on which a Holder has the right to
convert a Security at a particular conversion price shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) or, if applicable to a
particular series of Securities, conversion need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, at the Stated Maturity or on such last day for
conversion, as the case may be.

                                  ARTICLE TWO

                                Security Forms

Section 201.  Forms Generally.

      The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such

                                     -13-



appropriate insertions, omissions, substitutions and other variations as are

required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities. Any such Board Resolution or record of such action shall have
attached thereto a true and correct copy of the form of Security referred to
therein approved by or pursuant to such Board Resolution.

      The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

Section 202.  Form of Face of Security.

          ..........................................................

  ..........................................................................

No. .........                                                         $ ........

      Scholastic Corporation, a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
 ..............................................., or registered assigns, the
principal sum of ...................................... Dollars on
 ........................................................ [if the Security is to
bear interest prior to Maturity, insert -- , and to pay interest thereon from
 ............. or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on ............ and
 ............ in each year, commencing ........., at the rate of ....% per annum,
until the principal hereof is paid or made available for payment [if applicable,
insert -- , provided that any principal and premium, and any such instalment of
interest, which is overdue shall bear interest at the rate of ...% per annum (to
the extent that the payment of such interest shall be legally enforceable), from
the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the ....... or
 ....... (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so

                                     -14-




punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ....% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are
due until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the
rate of ......% per annum (to the extent that the payment of such interest on
interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]]

      Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ............, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [if applicable, insert -- ;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

      Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                     -15-



      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

      In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                      ..........................................


                                      By........................................

Attest:

 .........................................

Section 203.  Form of Reverse of Security.

      This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"),  issued and to be issued in one or
more series under an Indenture, dated as of ............... (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and ..................., as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture and all indentures
supplemental thereto for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Debt and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [if applicable,
insert -- , limited in aggregate principal amount to $...........].

      [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ........... in any year commencing with the year ...... and ending with
the year ...... through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert -- on or after .........., 19..], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as

                                     -16-



percentages of the principal amount): If redeemed [if applicable, insert -- on
or before ..............., ...%, and if redeemed] during the 12-month period
beginning ............. of the years indicated,

                    Redemption                                       Redemption
Year                  Price                Year                        Price
- ----                  -----                ----                        -----



and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]


      [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ............ in
any year commencing with the year .... and ending with the year .... through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ............], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ............ of the years indicated,

                                     -17-




                          Redemption Price
                           For Redemption                  Redemption Price For
                         Through Operation                 Redemption Otherwise
                              of the                      Than Through Operation
Year                       Sinking Fund                    of the Sinking Fund
- ----                       ------------                    -------------------



and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

      [If applicable, insert -- Notwithstanding the foregoing, the Company may
not, prior to ............., redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding
paragraph as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an interest cost
to the Company (calculated in accordance with generally accepted financial
practice) of less than .....% per annum.]

      [If applicable, insert -- The sinking fund for this series provides for
the redemption on ............ in each year beginning with the year ....... and
ending with the year ...... of [if applicable, insert -- not less than
$.......... ("mandatory sinking fund") and not more than] $......... aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if applicable,
insert -- mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert -- mandatory] sinking fund payments otherwise required to
be made [if applicable, insert -- , in the inverse order in which they become
due].]

      [If the Security is subject to redemption of any kind, insert -- In the

event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

      [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

                                     -18-



      [If the Security is convertible into Common Stock of the Company, insert
- -- Subject to the provisions of the Indenture, the Holder of this Security is
entitled, at its option, at any time on or before [insert date] (except that, in
case this Security or any portion hereof shall be called for redemption, such
right shall terminate with respect to this Security or portion hereof, as the
case may be, so called for redemption at the close of business on the date fixed
for redemption as provided in the Indenture unless the Company defaults in
making the payment due upon redemption), to convert the principal amount of this
Security (or any portion hereof which is $1,000 or an integral multiple
thereof), into fully paid and non-assessable shares (calculated as to each
conversion to the nearest 1/100th of a share) of the Common Stock of the
Company, as said shares shall be constituted at the date of conversion, at the
conversion price of $....... principal amount of Securities for each share of
Common Stock, or at the adjusted conversion price in effect at the date of
conversion determined as provided in the Indenture, upon surrender of this
Security, together with the conversion notice hereon duly executed, to the
Company at the designated office or agency of the Company in
 .........................., accompanied (if so required by the Company) by
instruments of transfer, in form satisfactory to the Company and to the Trustee,
duly executed by the Holder or by its duly authorized attorney in writing. Such
surrender shall, if made during any period beginning at the close of business on
a Regular Record Date and ending at the opening of business on the Interest
Payment Date next following such Regular Record Date (unless this Security or
the portion being converted shall have been called for redemption on a
Redemption Date during such period), also be accompanied by payment in funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of this Security then being
converted. Subject to the aforesaid requirement for payment and, in the case of
a conversion after the Regular Record Date next preceding any Interest Payment
Date and on or before such Interest Payment Date, to the right of the Holder of
this Security (or any Predecessor Security) of record at such Regular Record
Date to receive an installment of interest (with certain exceptions provided in
the Indenture), no adjustment is to be made on conversion for interest accrued
hereon or for dividends on shares of Common Stock issued on conversion. The
Company is not required to issue fractional shares upon any such conversion, but
shall make adjustment therefor in cash on the basis of the current market value
of such fractional interest as provided in the Indenture. The conversion price
is subject to adjustment as provided in the Indenture. In addition, the
Indenture provides that in case of certain consolidations or mergers to which
the Company is a party or the sale of substantially all of the assets of the

Company, the Indenture shall be amended, without the consent of any Holders of
Securities, so that this Security, if then outstanding, will be convertible
thereafter, during the period this Security shall be convertible as specified
above, only into the kind and amount of securities, cash and other property
receivable upon the consolidation, merger or sale by a holder of the number of
shares of Common Stock into which this Security might have been converted
immediately prior to such consolidation, merger or sale (assuming such holder of
Common Stock failed to exercise any rights of election and received per share
the kind and amount received per share by a plurality of non-electing shares) [,
assuming if such consolidation, merger or sale is prior to ..............,
19...., that this Security were convertible at the time of such consolidation,
merger or sale at the initial conversion price specified above as adjusted from
 .............., 19.... to such time pursuant to the

                                     -19-



Indenture]. In the event of conversion of this Security in part only, a new
Security or Securities for the unconverted portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.]

      [If the Security is convertible into other securities of the Company,
specify the conversion features.]

      [If the Security is not an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

      [If the Security is an Original Issue Discount Security, insert -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to --insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of more than 50% in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and

upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

      As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have

                                     -20-



failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

      The Securities of this series are issuable only in registered form
without coupons in denominations of $....... and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any

tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.

      All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                     -21-



Section 204.  Form of Legend for Global Securities.

      Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

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 registered, and no transfer of this Security in whole or in part may
be registered, in the name of any Person other than such Depositary or a
nominee thereof, except in the limited circumstances described in the
Indenture.

Section 205.  Form of Trustee's Certificate of Authentication.

      The Trustee's certificates of authentication shall be in substantially
the following form:

      This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                              .................................,
                                                                      As Trustee

                                              By...............................,
                                                              Authorized Officer

                                     -22-



Section 206.  Form of Conversion Notice.

      To Scholastic Corporation:

   The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of the

Company in accordance with the terms of the Indenture referred to in this
Security, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and any
Securities representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If this Notice is being delivered on a date after the close of
business on a Regular Record Date and prior to the opening of business on the
related Interest Payment Date (unless this Security or the portion thereof
being converted has been called for redemption on a Redemption Date within such
period), this Notice is accompanied by payment, in funds acceptable to the
Company, of an amount equal to the interest payable on such Interest Payment
Date of the principal of this Security to be converted. If shares are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect hereto. Any amount required to be
paid by the undersigned on account of interest accompanies this Security.

Principal Amount to be Converted
   (in an integral multiple of
   $1,000, if less than all):
   $.....................

Dated .....................................

                                 ........................................
                                 Signature(s) must be guaranteed by a
                                 commercial bank or trust company or a member
                                 firm of a national stock exchange if shares of
                                 Common Stock are to be delivered, or
                                 Securities to be issued, other than to and in
                                 the name of the registered owner.

                                 ........................................
                                            Signature Guaranty           

                                     -23-



   Fill in for registration of shares of Common Stock and Security if to be
issued otherwise than to the registered holder.

 ..........................     Social Security or Other Taxpayer Identification
(Name)                         Number ..........................................

 ......................................................
(Address)

 ......................................................
Please print Name and Address
(including zip code number)

[The above conversion notice is to be modified, as appropriate, for conversion
into other securities or property of the Company.]
                                       

                                 ARTICLE THREE

                                The Securities

Section 301.  Amount Unlimited; Issuable in Series.

      The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

      The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series,

       (1)  the title of the Securities of the series (which shall distinguish
the Securities of the series from Securities of any other series);

       (2) any limit upon the aggregate principal amount of the Securities of
   the series which may be authenticated and delivered under this Indenture
   (except for Securities authenticated and delivered upon registration of
   transfer of, or in exchange for, or in lieu of, other Securities of the
   series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
   Securities which, pursuant to Section 303, are deemed never to have been
   authenticated and delivered hereunder);

       (3) the Person to whom any interest on a Security of the series shall be
   payable, if other than the Person in whose name that Security (or one or
   more Predecessor Securities) is registered at the close of business on the
   Regular Record Date for such interest;

                                     -24-



       (4)  the date or dates on which the principal of any Securities of the
series is payable;

       (5) the rate or rates at which any Securities of the series shall bear
   interest, if any, the date or dates from which any such interest shall
   accrue, the Interest Payment Dates on which any such interest shall be
   payable and the Regular Record Date for any such interest payable on any
   Interest Payment Date;

       (6)  the place or places where the principal of and any premium and
interest on any Securities of the series shall be payable;

       (7) the period or periods within which, the price or prices at which and
   the terms and conditions upon which any Securities of the series may be
   redeemed, in whole or in part, at the option of the Company and, if other
   than by a Board Resolution, the manner in which any election by the Company
   to redeem the Securities shall be evidenced;

       (8) the obligation, if any, of the Company to redeem or purchase any

   Securities of the series pursuant to any sinking fund or analogous
   provisions or at the option of the Holder thereof and the period or periods
   within which, the price or prices at which and the terms and conditions upon
   which any Securities of the series shall be redeemed or purchased, in whole
   or in part, pursuant to such obligation;

       (9) if other than denominations of $1,000 and any integral multiple
   thereof, the denominations in which any Securities of the series shall be
   issuable;

      (10) if the amount of principal of or any premium or interest on any
   Securities of the series may be determined with reference to an index or
   pursuant to a formula, the manner in which such amounts shall be determined;

      (11) if other than the currency of the United States of America, the
   currency, currencies or currency units in which the principal of or any
   premium or interest on any Securities of the series shall be payable and the
   manner of determining the equivalent thereof in the currency of the United
   States of America for any purpose, including for purposes of the definition
   of "Outstanding" in Section 101;

      (12) if the principal of or any premium or interest on any Securities of
   the series is to be payable, at the election of the Company or the Holder
   thereof, in one or more currencies or currency units other than that or
   those in which such Securities are stated to be payable, the currency,
   currencies or currency units in which the principal of or any premium or
   interest on such Securities as to which such election is made shall be
   payable, the periods within which and the terms and conditions upon which
   such election is to be made and the amount so payable (or the manner in
   which such amount shall be determined);

                                     -25-



      (13) if other than the entire principal amount thereof, the portion of
   the principal amount of any Securities of the series which shall be payable
   upon declaration of acceleration of the Maturity thereof pursuant to Section
   502;

      (14) if the principal amount payable at the Stated Maturity of any
   Securities of the series will not be determinable as of any one or more
   dates prior to the Stated Maturity, the amount which shall be deemed to be
   the principal amount of such Securities as of any such date for any purpose
   thereunder or hereunder, including the principal amount thereof which shall
   be due and payable upon any Maturity other than the Stated Maturity or which
   shall be deemed to be Outstanding as of any date prior to the Stated
   Maturity (or, in any such case, the manner in which such amount deemed to be
   the principal amount shall be determined);

      (15) if applicable, that the Securities of the series, in whole or any
   specified part, shall be defeasible pursuant to Section 1302 or Section 1303
   or both such Sections and, if other than by a Board Resolution, the manner
   in which any election by the Company to defease such Securities shall be

   evidenced;

      (16) the terms of any right to convert Securities of the series into
   shares of Common Stock of the Company or other securities or property;

      (17) if applicable, that any Securities of the series shall be issuable
   in whole or in part in the form of one or more Global Securities and, in
   such case, the respective Depositaries for such Global Securities, the form
   of any legend or legends which shall be borne by any such Global Security in
   addition to or in lieu of that set forth in Section 204 and any
   circumstances in addition to or in lieu of those set forth in Clause (2) of
   the last paragraph of Section 305 in which any such Global Security may be
   exchanged in whole or in part for Securities registered, and any transfer of
   such Global Security in whole or in part may be registered, in the name or
   names of Persons other than the Depositary for such Global Security or a
   nominee thereof;

      (18) any addition to or change in the Events of Default which applies to
   any Securities of the series and any change in the right of the Trustee or
   the requisite Holders of such Securities to declare the principal amount
   thereof due and payable pursuant to Section 502;

      (19)  any addition to or change in the covenants set forth in Article Ten
   which applies to Securities of the series; and

      (20) any other terms of the series (which terms shall not be inconsistent
   with the provisions of this Indenture, except as permitted by Section
   901(5)).

      All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject to Section 303) set forth,
or determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

                                     -26-




      If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company
and delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

      The Securities shall be subordinated in right of payment to Senior Debt
as provided in Article Fifteen.

Section 302.  Denominations.

      The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination

with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

Section 303.  Execution, Authentication, Delivery and Dating.

      The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its principal financial officer,
its President or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

      Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

      At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel stating,

       (1) if the form of such Securities has been established by or pursuant
   to Board Resolution as permitted by Section 201, that such form has been
   established in conformity with the provisions of this Indenture;

                                     -27-



       (2) if the terms of such Securities have been established by or pursuant
   to Board Resolution as permitted by Section 301, that such terms have been
   established in conformity with the provisions of this Indenture; and

       (3) that such Securities, when authenticated and delivered by the
   Trustee and issued by the Company in the manner and subject to any
   conditions specified in such Opinion of Counsel, will constitute valid and
   legally binding obligations of the Company enforceable in accordance with
   their terms, subject to bankruptcy, insolvency, fraudulent transfer,
   reorganization, moratorium and similar laws of general applicability
   relating to or affecting creditors' rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner

which is not reasonably acceptable to the Trustee.

      Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

      Each Security shall be dated the date of its authentication.

      No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
309, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.

Section 304.  Temporary Securities.

      Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions,

                                     -28-



omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.

      If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits

under this Indenture as definitive Securities of such series and tenor.

Section 305.  Registration; Registration of Transfer and Exchange.

      The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers of Securities as herein provided.

      Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.

      At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.

      All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

      Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be

                                     -29-



accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed, by the Holder thereof or its
attorney duly authorized in writing.

      No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

      If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that

series and specified tenor, as the case may be) during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103
and ending at the close of business on the day of such mailing, or (B) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

      The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

       (1) Each Global Security authenticated under this Indenture shall be
   registered in the name of the Depositary designated for such Global Security
   or a nominee thereof and delivered to such Depositary or a nominee thereof
   or custodian therefor, and each such Global Security shall constitute a
   single Security for all purposes of this Indenture.

       (2) Notwithstanding any other provision in this Indenture, no Global
   Security may be exchanged in whole or in part for Securities registered, and
   no transfer of a Global Security in whole or in part may be registered, in
   the name of any Person other than the Depositary for such Global Security or
   a nominee thereof unless (A) such Depositary (i) has notified the Company
   that it is unwilling or unable to continue as Depositary for such Global
   Security or (ii) has ceased to be a clearing agency registered under the
   Exchange Act, (B) there shall have occurred and be continuing an Event of
   Default with respect to such Global Security or (C) there shall exist such
   circumstances, if any, in addition to or in lieu of the foregoing as have
   been specified for this purpose as contemplated by Section 301.

       (3) Subject to Clause (2) above, any exchange of a Global Security for
   other Securities may be made in whole or in part, and all Securities issued
   in exchange for a Global Security or any portion thereof shall be registered
   in such names as the Depositary for such Global Security shall direct.

       (4) Every Security authenticated and delivered upon registration of
   transfer of, or in exchange for or in lieu of, a Global Security or any
   portion thereof, whether pursuant to this Section, Section 304, 306, 906 or
   1107 or otherwise, shall be

                                     -30-



   authenticated and delivered in the form of, and shall be, a Global Security,
   unless such Security is registered in the name of a Person other than the
   Depositary for such Global Security or a nominee thereof.

Section 306.  Mutilated, Destroyed, Lost and Stolen Securities.

      If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.


      If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

      In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

      Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.

      Every new Security of any series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.

      The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

Section 307.  Payment of Interest; Interest Rights Preserved.

      Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose

                                     -31-



name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

      Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

         (1) The Company may elect to make payment of any Defaulted Interest to
      the Persons in whose names the Securities of such series (or their
      respective Predecessor Securities) are registered at the close of

      business on a Special Record Date for the payment of such Defaulted
      Interest, which shall be fixed in the following manner. The Company shall
      notify the Trustee in writing of the amount of Defaulted Interest
      proposed to be paid on each Security of such series and the date of the
      proposed payment, and at the same time the Company shall deposit with the
      Trustee an amount of money equal to the aggregate amount proposed to be
      paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit prior to the date of the
      proposed payment, such money when deposited to be held in trust for the
      benefit of the Persons entitled to such Defaulted Interest as in this
      Clause provided. Thereupon the Trustee shall fix a Special Record Date
      for the payment of such Defaulted Interest which shall be not more than
      15 days and not less than 10 days prior to the date of the proposed
      payment and not less than 10 days after the receipt by the Trustee of the
      notice of the proposed payment. The Trustee shall promptly notify the
      Company of such Special Record Date and, in the name and at the expense
      of the Company, shall cause notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor to be given to
      each Holder of Securities of such series in the manner set forth in
      Section 106, not less than 10 days prior to such Special Record Date.
      Notice of the proposed payment of such Defaulted Interest and the Special
      Record Date therefor having been so mailed, such Defaulted Interest shall
      be paid to the Persons in whose names the Securities of such series (or
      their respective Predecessor Securities) are registered at the close of
      business on such Special Record Date and shall no longer be payable
      pursuant to the following Clause (2).

         (2) The Company may make payment of any Defaulted Interest on the
      Securities of any series in any other lawful manner not inconsistent with
      the requirements of any securities exchange on which such Securities may
      be listed, and upon such notice as may be required by such exchange, if,
      after notice given by the Company to the Trustee of the proposed payment
      pursuant to this Clause, such manner of payment shall be deemed
      practicable by the Trustee.

      Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

                                     -32-



      Subject to the provisions of Section 1402, in the case of any Security
(or any part thereof) which is converted after any Regular Record Date and on
or prior to the next succeeding Interest Payment Date (other than any Security
the principal of (or premium, if any, on) which shall become due and payable,
whether at Stated Maturity or by declaration of acceleration prior to such
Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding
such conversion and such interest (whether or not punctually paid or duly
provided for) shall be paid to the Person in whose name that Security (or any
one or more Predecessor Securities) is registered at the close of business on

such Regular Record Date. Except as otherwise expressly provided in the
immediately preceding sentence or in Section 1402, in the case of any Security
(or any part thereof) which is converted, interest whose Stated Maturity is
after the date of conversion of such Security (or such part thereof) shall not
be payable.

Section 308.  Persons Deemed Owners.

      Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 309.  Cancellation.

      All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of as directed by a
Company Order.

                                     -33-



Section 310.  Computation of Interest.

      Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                 ARTICLE FOUR

                          Satisfaction and Discharge

Section 401.  Satisfaction and Discharge of Indenture.

      This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and

discharge of this Indenture, when

      (1)   either

         (A) all Securities theretofore authenticated and delivered (other than
      (i) Securities which have been destroyed, lost or stolen and which have
      been replaced or paid as provided in Section 306 and (ii) Securities for
      whose payment money has theretofore been deposited in trust or segregated
      and held in trust by the Company and thereafter repaid to the Company or
      discharged from such trust, as provided in Section 1003) have been
      delivered to the Trustee for cancellation; or

         (B)   all such Securities not theretofore delivered to the Trustee for
      cancellation

             (i)  have become due and payable, or

            (ii)  will become due and payable at their Stated Maturity within
         one year, or

            (iii) are to be called for redemption within one year under
         arrangements satisfactory to the Trustee for the giving of notice of
         redemption by the Trustee in the name, and at the expense, of the
         Company,

      and the Company, in the case of (i), (ii) or (iii) above, has deposited
      or caused to be deposited with the Trustee as trust funds in trust for
      the purpose money in an amount sufficient to pay and discharge the entire
      indebtedness on such Securities not theretofore delivered to the Trustee
      for cancellation, for principal and any premium and interest to the date
      of such deposit (in the case of Securities which have become due and
      payable) or to the Stated Maturity or Redemption Date, as the case may
      be;

      (2)  the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

                                     -34-



      (3) the Company has delivered to the Trustee an Officers' Certificate and
   an Opinion of Counsel, each stating that all conditions precedent herein
   provided for relating to the satisfaction and discharge of this Indenture
   have been complied with.

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

Section 402.  Application of Trust Money.


      Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium
and interest for whose payment such money has been deposited with the Trustee.

                                 ARTICLE FIVE
                                       
                                   Remedies

Section 501.  Events of Default.

      "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of
Article Fifteen or be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body):

      (1) default in the payment of any interest upon any Security of that
   series when it becomes due and payable, and continuance of such default for
   a period of 30 days; or

      (2)  default in the payment of the principal of or any premium on any 
   Security of that series at its Maturity; or

      (3)  default in the deposit of any sinking fund payment, when and as due 
   by the terms of a Security of that series; or

      (4) default in the performance, or breach, of any covenant or warranty of
   the Company in this Indenture (other than a covenant or warranty a default
   in whose

                                     -35-



   performance or whose breach is elsewhere in this Section specifically dealt
   with or which has expressly been included in this Indenture solely for the
   benefit of series of Securities other than that series), and continuance of
   such default or breach for a period of 60 days after there has been given,
   by registered or certified mail, to the Company by the Trustee or to the
   Company and the Trustee by the Holders of at least 25% in principal amount
   of the Outstanding Securities of that series a written notice specifying
   such default or breach and requiring it to be remedied and stating that such
   notice is a "Notice of Default" hereunder; or

      (5) the entry by a court having jurisdiction in the premises of (A) a
   decree or order for relief in respect of the Company in an involuntary case
   or proceeding under any applicable Federal or State bankruptcy, insolvency,
   reorganization or other similar law or (B) a decree or order adjudging the

   Company a bankrupt or insolvent, or approving as properly filed a petition
   seeking reorganization, arrangement, adjustment or composition of or in
   respect of the Company under any applicable Federal or State law, or
   appointing a custodian, receiver, liquidator, assignee, trustee,
   sequestrator or other similar official of the Company or of any substantial
   part of its property, or ordering the winding up or liquidation of its
   affairs, and the continuance of any such decree or order for relief or any
   such other decree or order unstayed and in effect for a period of 90
   consecutive days; or

      (6) the commencement by the Company of a voluntary case or proceeding
   under any applicable Federal or State bankruptcy, insolvency, reorganization
   or other similar law or of any other case or proceeding to be adjudicated a
   bankrupt or insolvent, or the consent by it to the entry of a decree or
   order for relief in respect of the Company in an involuntary case or
   proceeding under any applicable Federal or State bankruptcy, insolvency,
   reorganization or other similar law or to the commencement of any bankruptcy
   or insolvency case or proceeding against it, or the filing by it of a
   petition or answer or consent seeking reorganization or relief under any
   applicable Federal or State law, or the consent by it to the filing of such
   petition or to the appointment of or taking possession by a custodian,
   receiver, liquidator, assignee, trustee, sequestrator or other similar
   official of the Company or of any substantial part of its property, or the
   making by it of an assignment for the benefit of creditors, or the admission
   by it in writing of its inability to pay its debts generally as they become
   due, or the taking of corporate action by the Company in furtherance of any
   such action; or

      (7) any other Event of Default provided with respect to Securities of
   that series.

Section 502.  Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default (other than an Event of Default specified in
Section 501(5) or 501(6)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount of all the
Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may

                                     -36-



be specified by the terms thereof) to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable. If an Event of Default specified in Section
501(5) or 501 (6) with respect to Securities of any series at the time
Outstanding occurs, the principal amount of all the Securities of that series
(or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by

the terms thereof) shall automatically, and without any declaration or other
action on the part of the Trustee or any Holder, become immediately due and
payable.

      At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

      (1)  the Company has paid or deposited with the Trustee a sum sufficient 
to pay

         (A)   all overdue interest on all Securities of that series,

         (B) the principal of (and premium, if any, on) any Securities of that
      series which have become due otherwise than by such declaration of
      acceleration and any interest thereon at the rate or rates prescribed
      therefor in such Securities,

         (C) to the extent that payment of such interest is lawful, interest
      upon overdue interest at the rate or rates prescribed therefor in such
      Securities, and

         (D) all sums paid or advanced by the Trustee hereunder and the
      reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel;

   and

      (2) all Events of Default with respect to Securities of that series,
   other than the non-payment of the principal of Securities of that series
   which have become due solely by such declaration of acceleration, have been
   cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

                                     -37-



Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

      The Company covenants that if

      (1) default is made in the payment of any interest on any Security when
   such interest becomes due and payable and such default continues for a
   period of 30 days, or

      (2)  default is made in the payment of  the principal of (or premium, if 
   any, on) any Security at the Maturity thereof,


the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

      If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 504.  Trustee May File Proofs of Claim.

      In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
607.

      No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization,

                                     -38-



arrangement, adjustment or composition affecting the Securities or the rights
of any Holder thereof or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding; provided, however, that the Trustee
may, on behalf of the Holders, vote for the election of a trustee in bankruptcy
or similar official and be a member of a creditors' or other similar committee.

Section 505.  Trustee May Enforce Claims Without Possession of Securities.

      All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of

the Securities or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 506.  Application of Money Collected.

      Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any
premium or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

      First:  To the payment of all amounts due the Trustee under Section 607;
   and

      Second: Subject to Article Fifteen, to the payment of the amounts then
   due and unpaid for principal of and any premium, if any, and interest on the
   Securities in respect of which or for the benefit of which such money has
   been collected, ratably, without preference or priority of any kind,
   according to the amounts due and payable on such Securities for principal
   and any premium, if any, and interest, respectively.

Section 507.  Limitation on Suits.

      No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

      (1) such Holder has previously given written notice to the Trustee of a
   continuing Event of Default with respect to the Securities of that series;

                                     -39-



      (2) the Holders of not less than 25% in principal amount of the
   Outstanding Securities of that series shall have made written request to the
   Trustee to institute proceedings in respect of such Event of Default in its
   own name as Trustee hereunder;

      (3) such Holder or Holders have offered to the Trustee reasonable
   indemnity against the costs, expenses and liabilities to be incurred in
   compliance with such request;

      (4) the Trustee for 60 days after its receipt of such notice, request and
   offer of indemnity has failed to institute any such proceeding; and

      (5) no direction inconsistent with such written request has been given to

   the Trustee during such 60-day period by the Holders of a majority in
   principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

Section 508.  Unconditional Right of Holders to Receive Principal,
   Premium and Interest and to Convert.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date), to convert
such Securities in accordance with Article Fourteen and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

Section 509.  Restoration of Rights and Remedies.

      If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

                                     -40-



Section 510.  Rights and Remedies Cumulative.

      Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

Section 511.  Delay or Omission Not Waiver.

      No delay or omission of the Trustee or of any Holder of any Securities to

exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee (subject to the limitations
contained in this Indenture) or by the Holders, as the case may be.

Section 512.  Control by Holders.

      The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

      (1)   such direction shall not be in conflict with any rule of law or 
   with this Indenture, and

      (2) the Trustee may take any other action deemed proper by the Trustee
   which is not inconsistent with such direction or this Indenture.

Section 513.  Waiver of Past Defaults.

      The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

      (1)   in the payment of the principal of or any premium or interest on 
   any Security of such series, or

                                     -41-



      (2) in respect of a covenant or provision hereof which under Article Nine
   cannot be modified or amended without the consent of the Holder of each
   Outstanding Security of such series affected.

      Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

Section 514.  Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit
to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act; provided that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company

or in any suit for the enforcement of the right to convert any Security in
accordance with Article Fourteen.

Section 515.  Waiver of Usury, Stay or Extension Laws.

      The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

                                  ARTICLE SIX

                                  The Trustee

Section 601.  Certain Duties and Responsibilities.

      The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds

                                     -42-



or adequate indemnity against such risk or liability is not reasonably assured
to it. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

Section 602.  Notice of Defaults.

      If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

Section 603.  Certain Rights of Trustee.

      Subject to the provisions of Section 601:

      (1) the Trustee may rely and shall be protected in acting or refraining

   from acting upon any resolution, certificate, statement, instrument,
   opinion, report, notice, request, direction, consent, order, bond,
   debenture, note, other evidence of indebtedness or other paper or document
   believed by it to be genuine and to have been signed or presented by the
   proper party or parties;

      (2) any request or direction of the Company mentioned herein shall be
   sufficiently evidenced by a Company Request or Company Order, and any
   resolution of the Board of Directors shall be sufficiently evidenced by a
   Board Resolution;

      (3) whenever in the administration of this Indenture the Trustee shall
   deem it desirable that a matter be proved or established prior to taking,
   suffering or omitting any action hereunder, the Trustee (unless other
   evidence be herein specifically prescribed) may, in the absence of bad faith
   on its part, rely upon an Officers' Certificate;

      (4) the Trustee may consult with counsel and the written advice of such
   counsel or any Opinion of Counsel shall be full and complete authorization
   and protection in respect of any action taken, suffered or omitted by it
   hereunder in good faith and in reliance thereon;

      (5) the Trustee shall be under no obligation to exercise any of the
   rights or powers vested in it by this Indenture at the request or direction
   of any of the Holders pursuant to this Indenture, unless such Holders shall
   have offered to the Trustee reasonable security or indemnity against the
   costs, expenses and liabilities which might be incurred by it in compliance
   with such request or direction;

                                     -43-



      (6) the Trustee shall not be bound to make any investigation into the
   facts or matters stated in any resolution, certificate, statement,
   instrument, opinion, report, notice, request, direction, consent, order,
   bond, debenture, note, other evidence of indebtedness or other paper or
   document, but the Trustee, in its discretion, may make such further inquiry
   or investigation into such facts or matters as it may see fit, and, if the
   Trustee shall determine to make such further inquiry or investigation, it
   shall be entitled to examine the books, records and premises of the Company,
   personally or by agent or attorney; and

      (7) the Trustee may execute any of the trusts or powers hereunder or
   perform any duties hereunder either directly or by or through agents or
   attorneys and the Trustee shall not be responsible for any misconduct or
   negligence on the part of any agent or attorney appointed with due care by
   it hereunder.

Section 604.  Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent assumes any

responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

Section 605.  May Hold Securities and Act as Trustee Under Other Indentures.

      The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

      Subject to the limitations imposed by the Trust Indenture Act, nothing in
this Indenture shall prohibit the Trustee from becoming and acting as trustee
under other indentures under which other securities, or certificates of
interest of participation in other securities, of the Company are outstanding
in the same manner as if it were not Trustee hereunder.

Section 606.  Money Held in Trust.

      Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

                                     -44-



Section 607.  Compensation and Reimbursement.

      The Company agrees

      (1) to pay to the Trustee from time to time reasonable compensation for
   all services rendered by it hereunder (which compensation shall not be
   limited by any provision of law in regard to the compensation of a trustee
   of an express trust);

      (2) except as otherwise expressly provided herein, to reimburse the
   Trustee upon its request for all reasonable expenses, disbursements and
   advances incurred or made by the Trustee in accordance with any provision of
   this Indenture (including the reasonable compensation and the expenses and
   disbursements of its agents and counsel), except any such expense,
   disbursement or advance as may be attributable to its negligence or bad
   faith; and

      (3) to indemnify the Trustee for, and to hold it harmless against, any
   loss, liability or expense incurred without negligence or bad faith on its
   part, arising out of or in connection with the acceptance or administration
   of the trust or trusts hereunder, including the costs and expenses of
   defending itself against any claim or liability in connection with the
   exercise or performance of any of its powers or duties hereunder.


Section 608.  Conflicting Interests.

      If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

Section 609.  Corporate Trustee Required; Eligibility.

      There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this
Section and to the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
If at any time the Trustee with respect to the Securities of any series shall
cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article.

                                     -45-



Section 610.  Resignation and Removal; Appointment of Successor.

      No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

      The Trustee may resign at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

      The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

      If at any time:


      (1) the Trustee shall fail to comply with Section 608 after written
   request therefor by the Company or by any Holder who has been a bona fide
   Holder of a Security for at least six months, or

      (2) the Trustee shall cease to be eligible under Section 609 and shall
   fail to resign after written request therefor by the Company or by any such
   Holder, or

      (3) the Trustee shall become incapable of acting or shall be adjudged a
   bankrupt or insolvent or a receiver of the Trustee or of its property shall
   be appointed or any public officer shall take charge or control of the
   Trustee or of its property or affairs for the purpose of rehabilitation,
   conservation or liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

      If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all
of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation,

                                     -46-



removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

      The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a

successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

Section 611.  Acceptance of Appointment by Successor.

      In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

      In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which

                                     -47-



the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such

successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

      Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

      No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

Section 612.  Merger, Conversion, Consolidation or Succession to Business.

      Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

Section 613.  Preferential Collection of Claims Against Company.

      If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

                                     -48-



Section 614.  Appointment of Authenticating Agent.

      The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and

doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

      Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

      An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if

                                     -49-



originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

      The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

      If an appointment with respect to one or more series is made pursuant to
this Section 612, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:


      This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                              .................................,
                                                                      As Trustee

                                              By...............................,
                                                         As Authenticating Agent

                                              By................................
                                                              Authorized Officer

                                 ARTICLE SEVEN

               Holders' Lists and Reports by Trustee and Company

Section 701.  Company to Furnish Trustee Names and Addresses of Holders.

      The Company will furnish or cause to be furnished to the Trustee

      (1) semi-annually, not later than 15 days after the Regular Record Date,
   a list, in such form as the Trustee may reasonably require, of the names and
   addresses of the Holders of Securities of each series as of such Regular
   Record Date, as the case may be, and

                                     -50-



      (2) at such other times as the Trustee may request in writing, within 30
   days after the receipt by the Company of any such request, a list of similar
   form and content as of a date not more than 15 days prior to the time such
   list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 702.  Preservation of Information; Communications to Holders.

      The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

      The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

      Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any

disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

Section 703.  Reports by Trustee.

      The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

      Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than July 1 in each calendar year,
commencing with the first July 1 after the first issuance of Securities
pursuant to this Indenture..

      A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.

Section 704.  Reports by Company.

      The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times
and in the manner

                                     -51-



provided pursuant to the Trust Indenture Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

                                 ARTICLE EIGHT

             Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.  Company May Consolidate, Etc., Only on Certain Terms.

      The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

      (1) in case the Company shall consolidate with or merge into another
   Person or convey, transfer or lease its properties and assets substantially
   as an entirety to any Person, the Person formed by such consolidation or
   into which the Company is merged or the Person which acquires by conveyance
   or transfer, or which leases, the properties and assets of the Company
   substantially as an entirety shall be a corporation, partnership or trust,

   shall be organized and validly existing under the laws of the United States
   of America, any State thereof or the District of Columbia and shall
   expressly assume, by an indenture supplemental hereto, executed and
   delivered to the Trustee, in form satisfactory to the Trustee, the due and
   punctual payment of the principal of and any premium and interest on all the
   Securities and the performance or observance of every covenant of this
   Indenture on the part of the Company to be performed or observed and the
   conversion rights shall be provided for in accordance with Article Fourteen,
   if applicable, or as otherwise specified pursuant to Section 301, by
   supplemental indenture satisfactory in form to the Trustee, executed and
   delivered to the Trustee, by the Person (if other than the Company) formed
   by such consolidation or into which the Company shall have been merged or by
   the Person which shall have acquired the Company's assets;

      (2) immediately after giving effect to such transaction and treating any
   indebtedness which becomes an obligation of the Company or any Subsidiary as
   a result of such transaction as having been incurred by the Company or such
   Subsidiary at the time of such transaction, no Event of Default, and no
   event which, after notice or lapse of time or both, would become an Event of
   Default, shall have happened and be continuing; and

      (3) the Company has delivered to the Trustee an Officers' Certificate and
   an Opinion of Counsel, each stating that such consolidation, merger,
   conveyance, transfer or lease and, if a supplemental indenture is required
   in connection with such

                                     -52-



   transaction, such supplemental indenture comply with this Article and that
   all conditions precedent herein provided for relating to such transaction
   have been complied with.

Section 802.  Successor Substituted.

      Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or into which
the Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                 ARTICLE NINE

                            Supplemental Indentures

Section 901.  Supplemental Indentures Without Consent of Holders.

      Without the consent of any Holders, the Company, when authorized by a

Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

      (1)   to evidence the succession of another Person to the Company and the
   assumption by any such successor of the covenants of the Company herein and 
   in the Securities; or

      (2) to add to the covenants of the Company for the benefit of the Holders
   of all or any series of Securities (and if such covenants are to be for the
   benefit of less than all series of Securities, stating that such covenants
   are expressly being included solely for the benefit of such series) or to
   surrender any right or power herein conferred upon the Company; or

      (3) to add any additional Events of Default for the benefit of the
   Holders of all or any series of Securities (and if such additional Events of
   Default are to be for the benefit of less than all series of Securities,
   stating that such additional Events of Default are expressly being included
   solely for the benefit of such series); or

      (4) to add to or change any of the provisions of this Indenture to such
   extent as shall be necessary to permit or facilitate the issuance of
   Securities in bearer form,

                                     -53-



   registrable or not registrable as to principal, and with or without 
   interest coupons, or to permit or facilitate the issuance of Securities in 
   uncertificated form; or

      (5) to add to, change or eliminate any of the provisions of this
   Indenture in respect of one or more series of Securities, provided that any
   such addition, change or elimination (A) shall neither (i) apply to any
   Security of any series created prior to the execution of such supplemental
   indenture and entitled to the benefit of such provision nor (ii) modify the
   rights of the Holder of any such Security with respect to such provision or
   (B) shall become effective only when there is no such Security Outstanding;
   or

      (6)   to secure the Securities; or

      (7)   to establish the form or terms of Securities of any series as 
   permitted by Sections 201 and 301; or

      (8) to evidence and provide for the acceptance of appointment hereunder
   by a successor Trustee with respect to the Securities of one or more series
   and to add to or change any of the provisions of this Indenture as shall be
   necessary to provide for or facilitate the administration of the trusts
   hereunder by more than one Trustee, pursuant to the requirements of Section
   611; or

      (9) to make provision with respect to the conversion rights of Holders

   pursuant to the requirements of Article Fourteen, including providing for
   the conversion of the securities into any security (other than the Common
   Stock of the Company) or property of the Company; or

      (10) to cure any ambiguity, to correct or supplement any provision herein
   which may be defective or inconsistent with any other provision herein, or
   to make any other provisions with respect to matters or questions arising
   under this Indenture, provided that such action pursuant to this Clause (10)
   shall not adversely affect the interests of the Holders of Securities of any
   series in any material respect; or

      (11) to supplement any of the provisions of the Indenture to such extent
   as shall be necessary to permit or facilitate the defeasance and discharge
   of any series of Securities pursuant to Articles Four and Thirteen, provided
   that any such action shall not adversely affect the interests of the Holders
   of Securities of such series or any other series of Securities in any
   material respect.

Section 902.  Supplemental Indentures With Consent of Holders.

      With the consent of the Holders of a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or

                                     -54-



eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected
thereby,

      (1) change the Stated Maturity of the principal of, or any installment of
   principal of or interest on, any Security, or reduce the principal amount
   thereof or the rate of interest thereon or any premium payable upon the
   redemption thereof, or reduce the amount of the principal of an Original
   Issue Discount Security or any other Security which would be due and payable
   upon a declaration of acceleration of the Maturity thereof pursuant to
   Section 502, or change any Place of Payment where, or the coin or currency
   in which, any Security or any premium or interest thereon is payable, or
   impair the right to institute suit for the enforcement of any such payment
   on or after the Stated Maturity thereof (or, in the case of redemption, on
   or after the Redemption Date), or modify the provisions of this Indenture
   with respect to the subordination of the Securities in a manner adverse to
   the Holders, or

      (2) reduce the percentage in principal amount of the Outstanding
   Securities of any series, the consent of whose Holders is required for any
   such supplemental indenture, or the consent of whose Holders is required for

   any waiver (of compliance with certain provisions of this Indenture or
   certain defaults hereunder and their consequences) provided for in this
   Indenture, or

      (3) modify any of the provisions of this Section, Section 513 or Section
   1008, except to increase any such percentage or to provide that certain
   other provisions of this Indenture cannot be modified or waived without the
   consent of the Holder of each Outstanding Security affected thereby;
   provided, however, that this clause shall not be deemed to require the
   consent of any Holder with respect to changes in the references to "the
   Trustee" and concomitant changes in this Section and Section 1008, or the
   deletion of this proviso, in accordance with the requirements of Sections
   611 and 901(8), or

      (4) if applicable, make any change that adversely affects the right to
   convert any security as provided in Article Fourteen or pursuant to Section
   301 (except as permitted by Section 901(9)) or decrease the conversion rate
   or increase the conversion price of any such security.

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

      It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

                                     -55-



Section 903.  Execution of Supplemental Indentures.

      In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Sections 601 and 603) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

Section 904.  Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.


Section 905.  Conformity with Trust Indenture Act.

      Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

Section 906.  Reference in Securities to Supplemental Indentures.

      Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

Section 907.  Subordination Unimpaired.

      No provision in any supplemental indenture which affects the superior
position of the holders of Senior Debt shall be effective against holders of
Senior Debt.

                                     -56-



                                  ARTICLE TEN

                                   Covenants

Section 1001.  Payment of Principal, Premium and Interest.

      The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

Section 1002.  Maintenance of Office or Agency.

      The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange, where Securities of that series may
be surrendered for conversion and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

      The Company may also from time to time designate one or more other

offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

Section 1003.  Money for Securities Payments to Be Held in Trust.

      If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

                                     -57-



      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

      The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

      The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years

after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in each Place of Payment, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

Section 1004.  Statement by Officers as to Default.

      The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers
thereof the Company is in default in

                                     -58-



the performance and observance of any of the terms, provisions and conditions
of this Indenture (without regard to any period of grace or requirement of
notice provided hereunder) and, if the Company shall be in default, specifying
all such defaults and the nature and status thereof of which they may have
knowledge.

Section 1005.  Existence.

      Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors, or the principal executive officer and principal financial
officer of the Company acting jointly, shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company
and that the loss thereof is not disadvantageous in any material respect to the
Holders.

Section 1006.  Maintenance of Properties.

      The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from

discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

Section 1007.  Payment of Taxes and Other Claims.

      The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim (i) whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings or (ii) if the failure to pay or discharge would not
have a material adverse effect on the assets, business, operations, properties
or condition (financial or otherwise) of the Company and its Subsidiaries taken
as a whole.

                                     -59-



Section 1008.  Waiver of Certain Covenants.

      Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(19),
901(2) or 901(7) for the benefit of the Holders of such series if before the
time for such compliance the Holders of at least 50% in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

                                ARTICLE ELEVEN

                           Redemption of Securities

Section 1101.  Applicability of Article.

      Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.

Section 1102.  Election to Redeem; Notice to Trustee.


      The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of
any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

                                     -60-



Section 1103.  Selection by Trustee of Securities to Be Redeemed.

      If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed
or unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
a portion of the principal amount of any Security of such series, provided that
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects
only a single Security), the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

      If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities which
have been converted during a selection of Securities to be redeemed shall be
treated by the Trustee as Outstanding for the purpose of such selection.

      The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to
be redeemed.

      The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than

the minimum authorized denomination) for such Security.

      For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

Section 1104.  Notice of Redemption.

      Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at its address appearing in the
Security Register.

                                     -61-



      All notices of redemption shall state:

      (1) the Redemption Date,

      (2) the Redemption Price (including accrued interest, if any),

      (3) if less than all the Outstanding Securities of any series consisting
   of more than a single Security are to be redeemed, the identification (and,
   in the case of partial redemption of any such Securities, the principal
   amounts) of the particular Securities to be redeemed and, if less than all
   the Outstanding Securities of any series consisting of a single Security are
   to be redeemed, the principal amount of the particular Security to be
   redeemed,

      (4) that on the Redemption Date the Redemption Price will become due and
   payable upon each such Security to be redeemed and, if applicable, that
   interest thereon will cease to accrue on and after said date,

      (5) the place or places where each such Security is to be surrendered for
   payment of the Redemption Price,

      (6) if applicable, the conversion price, that the date on which the right
   to convert the principal of the Securities or the portions thereof to be
   redeemed will terminate will be the Redemption Date and the place or places
   where such Securities may be surrendered for conversion, and

      (7) that the redemption is for a sinking fund, if such is the case.

      Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.

Section 1105.  Deposit of Redemption Price.

      Prior to any Redemption Date, the Company shall deposit with the Trustee

or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

      If any Security called for redemption is converted, any money deposited
with the Trustee or with a Paying Agent or so segregated and held in trust for
the redemption of such Security shall (subject to the right of any Holder of
such Security to receive interest as provided in the last paragraph of Section
307) be paid to the Company on Company Request, or if then held by the Company,
shall be discharged from such trust.

                                     -62-



Section 1106.  Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that, unless otherwise
specified as contemplated by Section 301, installments of interest whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

Section 1107.  Securities Redeemed in Part.

      Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or its
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and of like
tenor, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

                                ARTICLE TWELVE

                                 Sinking Funds


Section 1201.  Applicability of Article.

      The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

      The minimum amount of any sinking fund payment provided for by the terms
of any Securities is herein referred to as a "mandatory sinking fund payment",
and any payment in excess of such minimum amount provided for by the terms of
such Securities is herein

                                     -63-



referred to as an "optional sinking fund payment". If provided for by the terms
of any Securities, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities as provided for by the terms of such
Securities.

Section 1202.  Satisfaction of Sinking Fund Payments with Securities.

      The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

Section 1203.  Redemption of Securities for Sinking Fund.

      Not less than 60 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant
to Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner

stated in Sections 1106 and 1107.

                                     -64-



                               ARTICLE THIRTEEN

                      Defeasance and Covenant Defeasance

Section 1301.  Company's Option to Effect Defeasance or Covenant Defeasance.

      The Company may elect, at its option at any time, to have Section 1302 or
Section 1303 applied to any Securities or any series of Securities, as the case
may be, designated pursuant to Section 301 as being defeasible pursuant to such
Section 1302 or 1303, in accordance with any applicable requirements provided
pursuant to Section 301 and upon compliance with the conditions set forth below
in this Article. Any such election shall be evidenced by a Board Resolution or
in another manner specified as contemplated by Section 301 for such Securities.

Section 1302.  Defeasance and Discharge.

      Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations, and the
provisions of Article Fifteen shall cease to be effective, with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called "Defeasance"). For this
purpose, such Defeasance means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by such Securities and to
have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 1304 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (2) the
Company's obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of
the Trustee hereunder and (4) this Article. Subject to compliance with this
Article, the Company may exercise its option (if any) to have this Section
applied to any Securities notwithstanding the prior exercise of its option (if
any) to have Section 1303 applied to such Securities.

Section 1303.  Covenant Defeasance.

      Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Sections 1006 through
1007, inclusive, and any covenants provided pursuant to Section 301(19), 901(2)
or 901(7) for the benefit of the Holders of such Securities and (2) the
occurrence of any event specified in


                                     -65-



Sections 501(4) (with respect to any of Sections 1006 through 1007, inclusive,
and any such covenants provided pursuant to Section 301(19), 901(2) or 901(7)),
shall be deemed not to be or result in an Event of Default, and (3) the
provisions of Article Fifteen shall cease to be effective, in each case with
respect to such Securities as provided in this Section on and after the date
the conditions set forth in Section 1304 are satisfied (hereinafter called
"Covenant Defeasance"). For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such specified Section (to the extent so specified in the case of Section
501(4)) or Article Fifteen, whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or Article or by reason of any
reference in any such Section or Article to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.

Section 1304.  Conditions to Defeasance or Covenant Defeasance.

      The following shall be the conditions to the application of Section 1302
or Section 1303 to any Securities or any series of Securities, as the case may
be:

      (1) The Company shall irrevocably have deposited or caused to be
   deposited with the Trustee (or another trustee which satisfies the
   requirements contemplated by Section 609 and agrees to comply with the
   provisions of this Article applicable to it) as trust funds in trust for the
   purpose of making the following payments, specifically pledged as security
   for, and dedicated solely to, the benefits of the Holders of such
   Securities, (A) money in an amount, or (B) U.S. Government Obligations which
   through the scheduled payment of principal and interest in respect thereof
   in accordance with their terms will provide, not later than one day before
   the due date of any payment, money in an amount, or (C) a combination
   thereof, in each case sufficient, in the opinion of a nationally recognized
   firm of independent public accountants expressed in a written certification
   thereof delivered to the Trustee, to pay and discharge, and which shall be
   applied by the Trustee (or any such other qualifying trustee) to pay and
   discharge, the principal of and any premium and interest on such Securities
   on the respective Stated Maturities, in accordance with the terms of this
   Indenture and such Securities. As used herein, "U.S. Government Obligation"
   means (x) any security which is (i) a direct obligation of the United States
   of America for the payment of which the full faith and credit of the United
   States of America is pledged or (ii) an obligation of a Person controlled or
   supervised by and acting as an agency or instrumentality of the United
   States of America the payment of which is unconditionally guaranteed as a
   full faith and credit obligation by the United States of America, which, in
   either case (i) or (ii), is not callable or redeemable at the option of the
   issuer thereof, and (y) any depositary receipt issued by a bank (as defined
   in Section 3(a)(2) of the Securities Act) as custodian with respect to any
   U.S. Government Obligation which is specified in Clause (x) above and held
   by such bank for the account of the holder of such depositary receipt, or

   with respect to any specific payment of principal of or interest on any U.S.
   Government Obligation which is so specified and held, provided that (except
   as required by law) such custodian is not

                                     -66-



   authorized to make any deduction from the amount payable to the holder of
   such depositary receipt from any amount received by the custodian in respect
   of the U.S. Government Obligation or the specific payment of principal or
   interest evidenced by such depositary receipt.

      (2) In the event of an election to have Section 1302 apply to any
   Securities or any series of Securities, as the case may be, the Company
   shall have delivered to the Trustee an Opinion of Counsel stating that (A)
   the Company has received from, or there has been published by, the Internal
   Revenue Service a ruling or (B) since the date of this instrument, there has
   been a change in the applicable Federal income tax law, in either case (A)
   or (B) to the effect that, and based thereon such opinion shall confirm
   that, the Holders of such Securities will not recognize gain or loss for
   Federal income tax purposes as a result of the deposit, Defeasance and
   discharge to be effected with respect to such Securities and will be subject
   to Federal income tax on the same amount, in the same manner and at the same
   times as would be the case if such deposit, Defeasance and discharge were
   not to occur.

      (3) In the event of an election to have Section 1303 apply to any
   Securities or any series of Securities, as the case may be, the Company
   shall have delivered to the Trustee an Opinion of Counsel to the effect that
   the Holders of such Securities will not recognize gain or loss for Federal
   income tax purposes as a result of the deposit and Covenant Defeasance to be
   effected with respect to such Securities and will be subject to Federal
   income tax on the same amount, in the same manner and at the same times as
   would be the case if such deposit and Covenant Defeasance were not to occur.

      (4) The Company shall have delivered to the Trustee an Officer's
   Certificate to the effect that neither such Securities nor any other
   Securities of the same series, if then listed on any securities exchange,
   will be delisted as a result of such deposit.

      (5) No event which is, or after notice or lapse of time or both would
   become, an Event of Default with respect to such Securities or any other
   Securities shall have occurred and be continuing at the time of such deposit
   or, with regard to any such event specified in Sections 501(5) and (6), at
   any time on or prior to the 90th day after the date of such deposit (it
   being understood that this condition shall not be deemed satisfied until
   after such 90th day).

      (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to
   have a conflicting interest within the meaning of the Trust Indenture Act
   (assuming all Securities are in default within the meaning of such Act).

      (7) Such Defeasance or Covenant Defeasance shall not result in a breach

   or violation of, or constitute a default under, any other agreement or
   instrument to which the Company is a party or by which it is bound.

      (8) Such Defeasance or Covenant Defeasance shall not result in the trust
   arising from such deposit constituting an investment company within the
   meaning of the

                                     -67-



   Investment Company Act unless such trust shall be registered under such Act
   or exempt from registration thereunder.

      (9) At the time of such deposit, (A) no default in the payment of any
   principal of or premium or interest on any Senior Debt shall have occurred
   and be continuing, (B) no event of default with respect to any Senior Debt
   shall have resulted in such Senior Debt becoming, and continuing to be, due
   and payable prior to the date on which it would otherwise have become due
   and payable (unless payment of such Senior Debt has been made or duly
   provided for), and (C) no other event of default with respect to any Senior
   Debt shall have occurred and be continuing permitting (after notice or lapse
   of time or both) the holders of such Senior Debt (or a trustee on behalf of
   such holders) to declare such Senior Debt due and payable prior to the date
   on which it would otherwise have become due and payable.

      (10) The Company shall have delivered to the Trustee an Officer's
   Certificate and an Opinion of Counsel, each stating that all conditions
   precedent with respect to such Defeasance or Covenant Defeasance have been
   complied with.

Section 1305.  Deposited Money and U.S. Government Obligations to be
   Held in Trust; Miscellaneous Provisions.

      Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of
this Section and Section 1306, the Trustee and any such other trustee are
referred to collectively as the "Trustee") pursuant to Section 1304 in respect
of any Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any such Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in
respect of principal and any premium and interest, but money so held in trust
need not be segregated from other funds except to the extent required by law.
Money and U.S. Government Obligations so held in trust shall not be subject to
the provisions of Article Fifteen.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of Outstanding Securities.


      Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1304
with respect to any Securities which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in

                                     -68-



excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

Section 1306.  Reinstatement.

      If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to
apply all money held in trust pursuant to Section 1305 with respect to such
Securities in accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any
such Security following such reinstatement of its obligations, the Company
shall be subrogated to the rights (if any) of the Holders of such Securities to
receive such payment from the money so held in trust.

                               ARTICLE FOURTEEN

                           Conversion of Securities

Section 1401.  Applicability of Article.

      The provisions of this Article shall be applicable to the Securities of
any series which are convertible into shares of Common Stock of the Company,
and the issuance of such shares of Common Stock upon the conversion of such
Securities, except as otherwise specified as contemplated by Section 301 for
the Securities of such series.

Section 1402.  Exercise of Conversion Privilege.

      In order to exercise a conversion privilege, the Holder of a Security of
a series with such a privilege shall surrender such Security to the Company at
the office or agency maintained for that purpose pursuant to Section 1002,
accompanied by a duly executed conversion notice to the Company substantially
in the form set forth in Section 206 stating that the Holder elects to convert
such Security or a specified portion thereof. Such notice shall also state, if
different from the name and address of such Holder, the name or names (with

address) in which the certificate or certificates for shares of Common Stock
which shall be issuable on such conversion shall be issued. Securities
surrendered for conversion shall (if so required by the Company or the Trustee)
be duly endorsed by or accompanied by instruments of transfer in forms
satisfactory to the Company and the Trustee duly executed by the registered
Holder or its attorney duly authorized in writing;

                                     -69-



and Securities so surrendered for conversion (in whole or in part) during the
period from the close of business on any Regular Record Date to the opening of
business on the next succeeding Interest Payment Date (excluding Securities or
portions thereof called for redemption during such period) shall also be
accompanied by payment in funds acceptable to the Company of an amount equal to
the interest payable on such Interest Payment Date on the principal amount of
such Security then being converted, and such interest shall be payable to such
registered Holder notwithstanding the conversion of such Security, subject to
the provisions of Section 307 relating to the payment of Defaulted Interest by
the Company. As promptly as practicable after the receipt of such notice and of
any payment required pursuant to a Board Resolution and, subject to Section
303, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto
setting forth the terms of such series of Security, and the surrender of such
Security in accordance with such reasonable regulations as the Company may
prescribe, the Company shall issue and shall deliver, at the office or agency
at which such Security is surrendered, to such Holder or on its written order,
a certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Security (or specified portion thereof),
in accordance with the provisions of such Board Resolution, Officers'
Certificate or supplemental indenture, and cash as provided therein in respect
of any fractional share of such Common Stock otherwise issuable upon such
conversion. Such conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which such notice and such
payment, if required, shall have been received in proper order for conversion
by the Company and such Security shall have been surrendered as aforesaid
(unless such Holder shall have so surrendered such Security and shall have
instructed the Company to effect the conversion on a particular date following
such surrender and such Holder shall be entitled to convert such Security on
such date, in which case such conversion shall be deemed to be effected
immediately prior to the close of business on such date) and at such time the
rights of the Holder of such Security as such Security Holder shall cease and
the person or persons in whose name or names any certificate or certificates
for shares of Common Stock of the Company shall be issuable upon such
conversion shall be deemed to have become the Holder or Holders of record of
the shares represented thereby. Except as set forth above and subject to the
final paragraph of Section 307, no payment or adjustment shall be made upon any
conversion on account of any interest accrued on the Securities (or any part
thereof) surrendered for conversion or on account of any dividends on the
Common Stock of the Company issued upon such conversion.

      In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and

deliver to or on the order of the Holder thereof, at the expense of the
Company, a new Security or Securities of the same series, of authorized
denominations, in aggregate principal amount equal to the unconverted portion
of such Security.

Section 1403.  No Fractional Shares.

      No fractional share of Common Stock of the Company shall be issued upon
conversions of Securities of any series. If more than one Security shall be
surrendered

                                     -70-



for conversion at one time by the same Holder, the number of full shares which
shall be issuable upon conversion shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions thereof to
the extent permitted hereby) so surrendered. If, except for the provisions of
this Section 1403, any Holder of a Security or Securities would be entitled to
a fractional share of Common Stock of the Company upon the conversion of such
Security or Securities, or specified portions thereof, the Company shall pay to
such Holder an amount in cash equal to the current market value of such
fractional share computed, (i) if such Common Stock is listed or admitted to
unlisted trading privileges on a national securities exchange, on the basis of
the last reported sale price regular way on such exchange on the last trading
day prior to the date of conversion upon which such a sale shall have been
effected, or (ii) if such Common Stock is not at the time so listed or admitted
to unlisted trading privileges on a national securities exchange, on the basis
of the average of the bid and asked prices of such Common Stock in the
over-the-counter market, on the last trading day prior to the date of
conversion, as reported by the National Quotation Bureau, Incorporated or
similar organization if the National Quotation Bureau, Incorporated is no
longer reporting such information, or if not so available, the fair market
price as determined by the Board of Directors. For purposes of this Section,
"trading day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
other than any day on which the Common Stock is not traded on the Nasdaq
National Market System, or if the Common Stock is not traded on the Nasdaq
National Market System, on the principal exchange or market on which the Common
Stock is traded or quoted.

Section 1404.  Adjustment of Conversion Price.

      The conversion price of Securities of any series that is convertible into
Common Stock of the Company shall be adjusted for any stock dividends, stock
splits, reclassi-fications, combinations or similar transactions in accordance
with the terms of the supplemental indenture or Board Resolutions setting forth
the terms of the Securities of such series.

      Whenever the conversion price is adjusted, the Company shall compute the
adjusted conversion price in accordance with terms of the applicable Board
Resolution or supplemental indenture and shall prepare an Officers' Certificate
setting forth the adjusted conversion price and showing in reasonable detail
the facts upon which such adjustment is based, and such certificate shall

forthwith be filed at each office or agency maintained for the purpose of
conversion of Securities pursuant to Section 1002 and, if different, with the
Trustee. The Company shall forthwith cause a notice setting forth the adjusted
conversion price to be mailed, first class postage prepaid, to each Holder of
Securities of such series at its address appearing on the Security Register and
to any conversion agent other than the Trustee.

                                     -71-



Section 1405.  Notice of Certain Corporate Actions.

In case:

      (1) the Company shall declare a dividend (or any other distribution) on
   its Common Stock payable otherwise than in cash out of its retained earnings
   (other than a dividend for which approval of any shareholders of the Company
   is required); or

      (2) the Company shall authorize the granting to the holders of its Common
   Stock of rights, options or warrants to subscribe for or purchase any shares
   of capital stock of any class or of any other rights (other than any such
   grant for which approval of any shareholders of the Company is required); or

      (3) of any reclassification of the Common Stock of the Company (other
   than a subdivision or combination of its outstanding shares of Common Stock,
   or of any consolidation, merger or share exchange to which the Company is a
   party and for which approval of any shareholders of the Company is
   required), or of the sale of all or substantially all of the assets of the
   Company; or

      (4) of the voluntary or involuntary dissolution, liquidation or 
   winding up of the Company;

then the Company shall cause to be filed with the Trustee, and shall cause to
be mailed to all Holders at their last addresses as they shall appear in the
Securities Register, at least 20 days (or 10 days in any case specified in
Clause (1) or (2) above) prior to the applicable record date hereinafter
specified, a notice stating (i) the date on which a record is to be taken for
the purpose of such dividend, distribution, rights, options or warrants, or, if
a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distribution, rights, options or
warrants are to be determined, or (ii) the date on which such reclassification,
consolidation, merger, share exchange, sale, dissolution, liquidation or
winding up is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, share exchange, sale,
dissolution, liquidation or winding up. If at any time the Trustee shall not be
the conversion agent, a copy of such notice shall also forthwith be filed by
the Company with the Trustee.

Section 1406.  Reservation of Shares of Common Stock.


      The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Securities, the full number of shares of
Common Stock of the Company then issuable upon the conversion of all
outstanding Securities of any series that has conversion rights.

                                     -72-



Section 1407.  Payment of Certain Taxes Upon Conversion.

      The Company will pay any and all taxes that may be payable in respect of
the issue or delivery of shares of its Common Stock on conversion of Securities
pursuant hereto. The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of shares of its Common Stock in a name other than that of the Holder
of the Security or Securities to be converted, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to the
Company the amount of any such tax, or has established, to the satisfaction of
the Company, that such tax has been paid.

Section 1408.  Nonassessability.

      The Company covenants that all shares of its Common Stock which may be
issued upon conversion of Securities will upon issue in accordance with the
terms hereof be duly and validly issued and fully paid and nonassessable.

Section 1409.  Effect of Consolidation or Merger on Conversion Privilege.

      In case of any consolidation of the Company with, or merger of the
Company into or with any other Person, or in case of any sale of all or
substantially all of the assets of the Company, the Company or the Person
formed by such consolidation or the Person into which the Company shall have
been merged or the Person which shall have acquired such assets, as the case
may be, shall execute and deliver to the Trustee a supplemental indenture
providing that the Holder of each Security then outstanding of any series that
is convertible into Common Stock of the Company shall have the right, which
right shall be the exclusive conversion right thereafter available to said
Holder (until the expiration of the conversion right of such Security), to
convert such Security into the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such consolidation,
merger or sale by a holder of the number of shares of Common Stock of the
Company into which such Security might have been converted immediately prior to
such consolidation, merger or sale, subject to compliance with the other
provisions of this Indenture, such Security and such supplemental indenture.
Such supplemental indenture shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in such
Security. The above provisions of this Section shall similarly apply to
successive consolidations, mergers or sales. It is expressly agreed and
understood that anything in this Indenture to the contrary notwithstanding, if,
pursuant to such merger, consolidation or sale, holders of outstanding shares
of Common Stock of the Company do not receive shares of common stock of the

surviving corporation but receive other securities, cash or other property or
any combination thereof, Holders of Securities shall not have the right to
thereafter convert their Securities into common stock of the surviving
corporation or the corporation which shall have acquired such assets, but
rather, shall have the right upon such conversion to receive the other
securities, cash or other property receivable by a holder of the number of
shares of Common Stock of the Company into which the Securities held by such
holder might

                                     -73-



have been converted immediately prior to such consolidation, merger or sale,
all as more fully provided in the first sentence of this Section 1409. Anything
in this Section 1409 to the contrary notwithstanding, the provisions of this
Section 1409 shall not apply to a merger or consolidation of another
corporation with or into the Company pursuant to which both of the following
conditions are applicable: (i) the Company is the surviving corporation and
(ii) the outstanding shares of Common Stock of the Company are not changed or
converted into any other securities or property (including cash) or changed in
number or character or reclassified pursuant to the terms of such merger or
consolidation.

      As evidence of the kind and amount of shares of stock or other securities
or property (including cash) into which Securities may properly be convertible
after any such consolidation, merger or sale, or as to the appropriate
adjustments of the conversion prices applicable with respect thereto, the
Trustee shall be furnished with and may accept the certificate or opinion of an
independent certified public accountant with respect thereto; and, in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively
rely thereon, and shall not be responsible or accountable to any Holder of
Securities for any provision in conformity therewith or approved by such
independent certified accountant which may be contained in said supplemental
indenture.

Section 1410.  Duties of Trustee Regarding Conversion.

      Neither the Trustee nor any conversion agent shall at any time be under
any duty or responsibility to any Holder of Securities of any series that is
convertible into Common Stock of the Company to determine whether any facts
exist which may require any adjustment of the conversion price, or with respect
to the nature or extent of any such adjustment when made, or with respect to
the method employed, whether herein or in any supplemental indenture, any
resolutions of the Board of Directors or written instrument executed by one or
more officers of the Company provided to be employed in making the same.
Neither the Trustee nor any conversion agent shall be accountable with respect
to the validity or value (or the kind or amount) of any shares of Common Stock
of the Company, or of any securities or property, which may at any time be
issued or delivered upon the conversion of any Securities and neither the
Trustee nor any conversion agent makes any representation with respect thereto.
Subject to the provisions of Section 601, neither the Trustee nor any
conversion agent shall be responsible for any failure of the Company to issue,
transfer or deliver any shares of its Common Stock or stock certificates or

other securities or property upon the surrender of any Security for the purpose
of conversion or to comply with any of the covenants of the Company contained
in this Article Fourteen or in the applicable supplemental indenture,
resolutions of the Board of Directors or written instrument executed by one or
more duly authorized officers of the Company.

                                     -74-



Section 1411.  Repayment of Certain Funds Upon Conversion.

      Any funds which at any time shall have been deposited by the Company or
on its behalf with the Trustee or any other paying agent for the purpose of
paying the principal of, and premium, if any, and interest, if any, on any of
the Securities (including, but not limited to, funds deposited for the sinking
fund referred to in Article Twelve hereof and funds deposited pursuant to
Article Thirteen hereof) and which shall not be required for such purposes
because of the conversion of such Securities as provided in this Article
Fourteen shall after such conversion be repaid to the Company by the Trustee
upon the Company's written request.

                                ARTICLE FIFTEEN

                          Subordination of Securities

Section 1501.  Securities Subordinate to Senior Debt.

      Except as otherwise provided in a supplemental indenture or pursuant to
Section 301 the Company covenants and agrees, and each Holder of a Security, by
its acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article, the indebtedness
represented by the Securities and the payment of the principal of and any
premium and interest on each and all of the Securities are hereby expressly
made subordinate and subject in right of payment to the prior payment in full
of all Senior Debt.

Section 1502.  Payment Over of Proceeds Upon Dissolution, Etc.

      In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization, debt restructuring or other
similar case or proceeding in connection therewith, relative to the Company or
to its creditors, as such, or to its assets, or (b) any liquidation,
dissolution or other winding up of the Company, whether voluntary or
involuntary and whether or not involving insolvency or bankruptcy, or (c) any
assignment for the benefit of creditors or any other marshalling of assets and
liabilities of the Company, then and in any such event the holders of Senior
Debt shall be entitled to receive payment in full of all amounts due or to
become due on or in respect of all Senior Debt, or provision shall be made for
such payment in money or money's worth, before the Holders of the Securities
are entitled to receive any payment on account of principal of or any premium
or interest on the Securities, and to that end the holders of Senior Debt or
their representative or representatives or the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Debt may

have been issued shall be entitled to receive, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash,
property or securities, which may be payable or deliverable in respect of the
Securities in any such case, proceeding, dissolution, liquidation or other
winding up or event, to the extent

                                     -75-



necessary to pay all Senior Debt in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Debt.

      In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, before all Senior Debt is paid in full
or payment thereof provided for, then and in such event such payment or
distribution shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Company for application
to the payment of all Senior Debt remaining unpaid, to the extent necessary to
pay all Senior Debt in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

      For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment which are
subordinated in right of payment to all Senior Debt which may at the time be
outstanding to substantially the same extent as, or to a greater extent than,
the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the
conveyance or transfer of its properties and assets substantially as an
entirety to another Person upon the terms and conditions set forth in Article
Eight shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of
assets and liabilities of the Company for the purposes of this Section if the
Person formed by such consolidation or into which the Company is merged or
which acquires by conveyance or transfer such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article Eight.

Section 1503.  Prior Payment to Senior Debt Upon Acceleration of Securities.

      In the event that any Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of the Senior Debt
outstanding at the time such Securities so become due and payable shall be
entitled to receive payment in full of all amounts due or to become due on or
in respect of all Senior Debt, or provision shall be made for such payment in
money or money's worth before the Holders of the Securities are entitled to
receive any payment by the Company on account of the principal of or any

premium or interest on the Securities or on account of the purchase or other
acquisition of Securities; provided, however, that nothing in this Section
shall prevent the satisfaction of any sinking fund payment in accordance with
Article Twelve by delivering and crediting pursuant to Section 1202 Securities
which have been acquired (upon redemption or otherwise) prior to such
declaration of acceleration or which have been converted pursuant to Article
Fourteen.

                                     -76-



      In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to
the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

      The provisions of this Section shall not apply to any payment with
respect to which Section 1502 would be applicable.

Section 1504.  No Payment When Senior Debt in Default.

      (a) In the event and during the continuation of any default in the
payment of principal of or any premium or interest on any Senior Debt during or
beyond any applicable grace period with respect thereto, or in the event that
any default with respect to any Senior Debt shall have occurred and be
continuing permitting the holders of such Senior Debt (or a trustee on behalf
of the holders thereof) to declare such Senior Debt due and payable prior to
the date on which it would otherwise have become due and payable, unless and
until such default shall have been cured or waived or shall have ceased to
exist and, if any such Senior Debt shall have been accelerated, such
acceleration shall have been rescinded or annulled, or (b) in the event any
judicial proceeding shall be pending with respect to any such default, then no
payment shall be made by the Company on account of principal of or any premium
or interest on the Securities or on account of the purchase or other
acquisition of Securities; provided, however, that nothing in this Section
shall prevent the satisfaction of any sinking fund payment in accordance with
Article Twelve by delivering and crediting pursuant to Section 1202 Securities
which have been acquired (upon redemption or otherwise) prior to such
declaration of acceleration or which have been converted pursuant to Article
Fourteen.

      In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to
the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

      The provisions of this Section shall not apply to any payment with
respect to which Section 1502 would be applicable.


Section 1505.  Payment Permitted If No Default.

      Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any case, proceeding, dissolution, liquidation or other winding
up, debt restructuring, assignment for the benefit of creditors or other
marshalling of as