Exhibit 4.4
[DEBT] [PREFERRED STOCK] [COMMON STOCK]
[DEPOSITARY SHARE] [UNIT] WARRANT AGREEMENT
dated as of _________ ___,_____
between
SCHOLASTIC CORPORATION
and
[NAME OF WARRANT AGENT], as Warrant Agent
--------------------------------------------------------
[Debt] [Preferred Stock] [Common Stock]
[Depositary Share] [Unit] Warrants
Expiring ____________ ___, _____
TABLE OF CONTENTS
Page
PARTIES................................................................................................. 1
RECITALS................................................................................................ 1
ARTICLE I
ISSUANCE OF WARRANTS AND FORM, EXECUTION,
DELIVERY AND REGISTRATION OF WARRANT CERTIFICATES
SECTION 1.01. Issuance of Warrants....................................................................2
SECTION 1.02. Form, Execution and Delivery of Warrant Certificates....................................2
SECTION 1.03. Transfer of Warrants....................................................................4
SECTION 1.04. Lost, Stolen, Mutilated or Destroyed Warrant Certificates...............................5
SECTION 1.05. Cancellation of Warrant Certificates....................................................5
SECTION 1.06. Treatment of Holders and Beneficial Owners of Warrant Certificates......................6
ARTICLE II
EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS
SECTION 2.01. Exercise Price..........................................................................6
SECTION 2.02. Duration of Warrants....................................................................6
SECTION 2.03. Exercise of Warrants....................................................................7
ARTICLE III
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
AND BENEFICIAL OWNERS OF WARRANTS
SECTION 3.01. No Rights as Holders of Warrant Securities
Conferred by Warrants or Warrant Certificates...............................10
SECTION 3.02. Holder and Beneficial Owner of Warrant May Enforce Rights..............................10
Page
ARTICLE IV
CONCERNING THE WARRANT AGENT
SECTION 4.01. Warrant Agent..........................................................................10
SECTION 4.02. Limitations on Warrant Agent's Obligations.............................................10
SECTION 4.03. Compliance With Applicable Laws........................................................12
SECTION 4.04. Resignation and Appointment of Successor...............................................12
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Amendments.............................................................................14
SECTION 5.02. Merger, Consolidation, Sale, Transfer or Conveyance....................................14
SECTION 5.03. Notices and Demands to the Company and Warrant Agent...................................15
SECTION 5.04. Addresses..............................................................................15
SECTION 5.05. GOVERNING LAW..........................................................................16
SECTION 5.06. Delivery of Prospectus.................................................................16
SECTION 5.07. Obtaining of Governmental Approvals....................................................16
SECTION 5.08. Payment of Taxes.......................................................................16
SECTION 5.09. Benefits of Warrant Agreement..........................................................16
SECTION 5.10. Headings...............................................................................16
SECTION 5.11. Severability...........................................................................16
SECTION 5.12. Counterparts...........................................................................17
SECTION 5.13. Inspection of Agreement................................................................17
EXHIBITS
EXHIBIT A. Form of Warrant Certificate
[DEBT] [PREFERRED STOCK] [COMMON STOCK]
[DEPOSITARY SHARE] [UNIT] WARRANT AGREEMENT
[DEBT] [PREFERRED STOCK] [COMMON STOCK] [DEPOSITARY SHARE] [UNIT]
WARRANT AGREEMENT, dated as of ________ __, ____ (as modified, amended or
supplemented, this "Agreement"), between SCHOLASTIC CORPORATION, a Delaware
corporation (the "Company") and [NAME OF WARRANT AGENT], a _________________, as
Warrant Agent (the "Warrant Agent").
W I T N E S S E T H:
[If offer consists of Debt Securities with Warrants AND/OR Warrants to
Purchase Debt Securities: WHEREAS, the Company will enter into a Senior
Debt Indenture, dated as of _________________ (the "Senior Indenture"), and a
subordinated debt Indenture, dated as of __________________ (the "Subordinated
Indenture", and together with the Senior Indenture, the "Indentures"), between
the Company and Citibank, N.A. as trustee, providing for the issuance from time
to time of its unsecured senior debentures and unsecured subordinated
debentures, notes or other evidences of indebtedness, (together with the
securities issuable under the Senior Indenture, the "Debt Securities") to be
issued in one or more series as provided in each Indenture; and]
[If Securities and Warrants are to be offered together: WHEREAS, the
Company proposes to sell [title of Securities being Offered] (the "Offered
Securities") together with warrants (each, a "Warrant") representing the right
to purchase [title of Securities purchasable upon exercise of Warrants] [If
Warrants for [Depositary Shares][Units] are to be offered: [each representing a
1/__th interest in a share of][each consisting of] [title of securities
represented by Depositary Shares][titles of securities underlying a Unit]] (the
"Warrant Securities" [If Warrants for [Depositary Shares][Units] are to be
offered: , which term shall also refer, as appropriate, to such [title of
securities represented by Depositary Shares][titles of securities underlying a
Unit]), such warrant certificates and other warrant certificates issued pursuant
to this Agreement being herein called the "Warrant Certificates"; and]
[If offer consists of Warrants alone: WHEREAS, the Company proposes to
sell warrant certificates evidencing one or more warrants (each, a "Warrant")
representing the right to purchase [title of Securities purchasable upon
exercise of Warrants] [If Warrants for [Depositary Shares][Units] are to be
offered: [each representing a 1/__th interest in a share of][each consisting of]
[title of securities represented by the Depositary Shares][title of securities
underlying a Unit]] (the "Warrant Securities" [If Warrants for [Depositary
Shares][Units] are to be offered: which term shall also refer, as appropriate,
to such [title of securities represented by the [Depositary Shares][Units]),
such warrant certificates and other warrant certificates issued pursuant to this
Agreement being herein called the "Warrant Certificates"; and]
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance,
transfer, exchange, exercise and cancellation of the Warrants, and the
Company wishes to set forth in this Agreement, among other things, the
provisions of the Warrants, the form of the Warrant Certificates evidencing the
Warrants and the terms and conditions upon which the Warrants may be issued,
transferred, exchanged, exercised and canceled;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE OF WARRANTS AND FORM, EXECUTION,
DELIVERY AND REGISTRATION OF WARRANT CERTIFICATES
SECTION 1.01. ISSUANCE OF WARRANTS. Each Warrant shall
represent the right, subject to the provisions contained herein and therein, to
purchase [________] Warrant Securities [in the aggregate principal amount of
$_____] at the Exercise Price set forth in Section 2.01. [If Securities and
Warrants are to be offered together: Warrants shall be issued in units with the
Offered Securities [If Warrants are not immediately detachable: and shall not be
separately transferable [Unless Warrants are not detachable: before ________ __,
____ (the "Detachment Date")]].] [If Warrants are to be offered separately:
Warrants shall be issued as a separate security and shall be transferable from
and after the date of issuance.] [If Warrants are to be offered in Book-Entry
form: [All] [A portion] of the Warrants shall initially be represented by one or
more global certificates (each, a "Global Warrant Certificate").] [If Securities
and Warrants are to be offered together and in definitive form: Each Warrant
Certificate included in such a unit shall evidence [_______] Warrants for each
[$_____ principal amount of] [_______] Offered Securities included in such
unit.] [If Warrants are to be offered separately and in definitive form: Each
Warrant Certificate shall evidence [_______] Warrants.]
SECTION 1.02. FORM, EXECUTION AND DELIVERY OF WARRANT
CERTIFICATES. (a) One or more Warrant Certificates evidencing Warrants to
purchase not more than [____] [$_______ in aggregate principal amount of]
Warrant Securities (except as provided in Sections 1.03, 1.04 and 2.03(e)) may
be executed by the Company and delivered to the Warrant Agent upon the execution
of this Warrant Agreement or from time to time thereafter.
(b) Each Warrant Certificate, whenever issued, shall be in registered
form substantially in the form set forth in Exhibit A hereto, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Agreement. Each Global Warrant Certificate shall
bear such legend or legends as may be required by the Depository in order for it
to accept the Warrants for its book-entry settlement system. Each Warrant
Certificate shall be printed,
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lithographed, typewritten, mimeographed or engraved on steel engraved borders or
otherwise reproduced in any other manner as may be approved by the officers
executing the same (such execution to be conclusive evidence of such approval)
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the officers of the Company executing the same may approve (such
execution to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto, or
with any regulation of any stock exchange on which the Warrants [If Securities
and Warrants are to be offered together: , the Offered Securities] or the
Warrant Securities may be listed, or to conform to usage. Each Warrant
Certificate shall be signed on behalf of the Company by its Chairman of the
Board, President or any Executive or Senior Vice President. The signature of any
such officer on any Warrant Certificate may be manual or facsimile. Each Warrant
Certificate, when so signed on behalf of the Company, shall be delivered to the
Warrant Agent together with an order for the countersignature and delivery of
such Warrants.
(c) The Warrant Agent shall, upon receipt of any Warrant Certificate
duly executed on behalf of the Company, countersign such Warrant Certificate and
deliver such Warrant Certificate to or upon the order of the Company. Each
Warrant Certificate shall be dated the date of its countersignature.
(d) No Warrant Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose, and no Warrant evidenced
thereby may be exercised, unless such Warrant Certificate has been countersigned
by the manual signature of the Warrant Agent. Such signature by the Warrant
Agent upon any Warrant Certificate executed by the Company shall be conclusive
evidence that such Warrant Certificate has been duly issued under the terms of
this Agreement.
(e) If any officer of the Company who has signed any Warrant
Certificate either manually or by facsimile signature shall cease to be such
officer before such Warrant Certificate shall have been countersigned and
delivered by the Warrant Agent, such Warrant Certificate nevertheless may be
countersigned and delivered as though the person who signed such Warrant
Certificate had not ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company as specified in this Section 1.02, regardless of whether
at the date of the execution of this Agreement any such person was such officer.
(f) The Holders shall, except as stated below with respect to Warrants
evidenced by a Global Warrant Certificate, be entitled to receive Warrants in
physical, certificated form.
(g) A Global Warrant Certificate may be exchanged for a new Global
Warrant Certificate, or one or more new Global Warrant Certificates may be
issued, to reflect the issuance by the Company of additional Warrants. To effect
such an exchange, the Company shall deliver to the Warrant Agent one or more new
Global Warrant Certificates duly executed on behalf of the Company as provided
in Section 1.02. The Warrant Agent shall authenticate each new Global Warrant
Certificate as provided in Section 1.02 and shall deliver each new Global
Warrant Certificate to the Depository. The Warrant Agent shall cancel each
Global Warrant Certificate delivered to it by the Depository in exchange
therefor, if any.
3
SECTION 1.03. TRANSFER OF WARRANTS. (a) [All] [A portion] of
the Warrants shall initially be represented by one or more Global Warrant
Certificates deposited with [the Depository Trust Company] (the "Depository")
and registered in the name of [Cede & Co.], a nominee of the Depository. The
Depository, or such other entity as is agreed to by the Depository, may hold
each Global Warrant Certificate as custodian for Depository. Except as provided
for in Section 1.03(b) hereof, no person acquiring Warrants traded on any
securities exchange with book-entry settlement through the Depository shall
receive or be entitled to receive physical delivery of definitive Warrant
Certificates evidencing such Warrants. Ownership of beneficial interests in the
Warrants shall be shown on, and the transfer of such ownership shall be effected
through, records maintained by (i) the Depository or its nominee for each Global
Warrant Certificate, or (ii) institutions that have accounts with the Depository
(such institution, with respect to a Warrant in its account, a "Participant").
(b) If the Depository subsequently ceases to make its book-entry
settlement system available for the Warrants, the Company may instruct the
Warrant Agent regarding making other arrangements for book-entry settlement. In
the event that the receipts are not eligible for, or it is no longer necessary
to have the Warrants available in, book-entry form, the Warrant Agent shall
provide written instructions to the Depository to deliver to the Warrant Agent
for cancellation each Global Warrant Certificate, and the Company shall instruct
the Warrant Agent to deliver to the Depository definitive Warrant Certificates
in physical form evidencing such Warrants. Such definitive Warrant Certificates
shall be in the form annexed hereto as Exhibit A with appropriate insertions,
modifications and omissions, as provided above.
[If Securities and Warrants are to be offered together: (c) [If
Warrants are not immediately detachable: Prior to the Detachment Date,] Warrants
may be transferred or exchanged only together with the Offered Security to which
such Warrant is attached, and only for the purpose of effecting, or in
conjunction with, a transfer or exchange of such Offered Security. Furthermore,
[If Warrants are not immediately detachable: on or prior to the Detachment
Date,] each transfer of an Offered Security on the register relating to such
Offered Securities shall operate also to transfer the Warrants to which such
Offered Security was initially attached. [If Warrants are not immediately
detachable: From and after the Detachment Date, the above provisions shall be of
no further force and effect.]
(d) A Warrant Certificate may be transferred at the option of the
Holder thereof upon surrender of such Warrant Certificate at the corporate trust
office of the Warrant Agent, properly endorsed or accompanied by appropriate
instruments of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent; provided, however, that
except as otherwise provided herein or in any Global Warrant Certificate, each
Global Warrant Certificate may be transferred only in whole and only to the
Depository, to another nominee of the Depository, to a successor depository, or
to a nominee of a successor depository. Upon any such registration of transfer,
the Company shall execute, and the Warrant Agent shall countersign and deliver,
as provided in Section 1.02, in the name of the designated transferee a new
Warrant Certificate or Warrant Certificates of any authorized denomination
evidencing in the aggregate a like number of unexercised Warrants.
4
(e) [If Warrants are not immediately detachable: After the Detachment
Date,] Upon surrender at the corporate office of the Warrant Agent, properly
endorsed or accompanied by appropriate instruments of transfer and written
instructions for such exchange, all in form satisfactory to the Company and the
Warrant Agent, one or more Warrant Certificates may be exchanged for one or more
Warrant Certificates in any other authorized denominations; provided that such
new Warrant Certificate(s) evidence the same aggregate number of Warrants as the
Warrant Certificate(s) so surrendered. Upon any such surrender for exchange, the
Company shall execute, and the Warrant Agent shall countersign and deliver, as
provided in Section 1.02, in the name of the Holder of such Warrant
Certificates, the new Warrant Certificates.
(f) The Warrant Agent shall keep, at its corporate trust office, books
in which, subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates in accordance with Section 1.02 and transfers,
exchanges, exercises and cancellations of outstanding Warrant Certificates.
Whenever any Warrant Certificates are surrendered for transfer or exchange in
accordance with this Section 1.03, an authorized officer of the Warrant Agent
shall manually countersign and deliver the Warrant Certificates which the Holder
making the transfer or exchange is entitled to receive.
(g) No service charge shall be made for any transfer or exchange of
Warrant Certificates, but the Company may require payment of a sum sufficient to
cover any stamp or other tax or other governmental charge that may be imposed in
connection with any such transfer or exchange.
SECTION 1.04. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT
CERTIFICATES. Upon receipt by the Company and the Warrant Agent of evidence
satisfactory to them of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity satisfactory to them and,
in the case of mutilation, upon surrender of such Warrant Certificate to the
Warrant Agent for cancellation, then, in the absence of notice to the Company or
the Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, in exchange for or in lieu of the
lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant
Certificate of the same tenor and for a like number of Warrants. No service
charge shall be made for any replacement of Warrant Certificates, but the
Company may require the payment of a sum sufficient to cover any stamp or other
tax or other governmental charge that may be imposed in connection with any such
exchange. To the extent permitted under applicable law, the provisions of this
Section 1.04 are exclusive with respect to the replacement of mutilated, lost,
stolen or destroyed Warrant Certificates and shall preclude any and all other
rights or remedies.
SECTION 1.05. CANCELLATION OF WARRANT CERTIFICATES. Any
Warrant Certificate surrendered to the Warrant Agent for transfer, exchange or
exercise of the Warrants evidenced thereby shall be promptly canceled by the
Warrant Agent and shall not be reissued and, except as expressly permitted by
this Agreement, no Warrant Certificate shall be issued hereunder in lieu
thereof. The Warrant Agent shall deliver to the Company from time to time or
otherwise dispose of canceled Warrant Certificates in a manner satisfactory to
the Company. Any Warrant Certificate surrendered to the
5
Company for transfer, exchange or exercise of the Warrants evidenced thereby
shall be promptly delivered to the Warrant Agent and such transfer, exchange or
exercise shall not be effective until such Warrant Certificate has been received
by the Warrant Agent.
SECTION 1.06. TREATMENT OF HOLDERS AND BENEFICIAL OWNERS OF
WARRANT CERTIFICATES. (a) The term "Holder", as used herein, shall mean any
person in whose name at the time any Warrant Certificate shall be registered
upon the books to be maintained by the Warrant Agent for that purpose [If
Securities and Warrants that are not immediately detachable are offered: or,
prior to the Detachment Date, the person in whose name the Offered Security to
which such Warrant Certificate was initially attached is registered upon the
register relating to such Offered Securities. At all times prior to the
Detachment Date, the Company will, or will cause the registrar of the Offered
Securities to, make available to the Warrant Agent such information as to
holders of the Offered Securities as may be necessary to keep the Warrant
Agent's records current]. The Holder of each Global Warrant Certificate shall
initially be [Cede & Co.], a nominee of the Depository.
(b) The term "Beneficial Owner" as used herein shall mean any person in
whose name ownership of beneficial interests in Warrants evidenced by a Global
Warrant Certificate is recorded in the records maintained by the Depository or
its nominee, or by a Participant [If Securities and Warrants that are not
immediately detachable are offered: , or, prior to the Detachment Date, the
person in whose name the Offered Security to which such Warrant Certificate was
initially attached is registered upon the register relating to such Offered
Securities].
(c) Every Holder and every Beneficial Owner consents and agrees with
the Company, the Warrant Agent and with every subsequent Holder and Beneficial
Owner that until the Warrant Certificate is transferred on the books of the
Warrant Agent, the Company and the Warrant Agent may treat the registered Holder
of such Warrant Certificate as the absolute owner of the Warrants evidenced
thereby for any purpose and as the person entitled to exercise the rights
attaching to the Warrants evidenced thereby, any notice to the contrary
notwithstanding.
ARTICLE II
EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS
SECTION 2.01. EXERCISE PRICE. The exercise price of each
Warrant shall be $________ (the "Exercise Price") [modify as appropriate to
reflect terms of offered Warrants].
SECTION 2.02. DURATION OF WARRANTS(a). [Subject to the
limitations set forth herein,] Each Warrant may be exercised in whole but not in
part [Unless Warrants may be exercised on only one date: on any Business Day (as
defined below) occurring during the period (the "Exercise Period") commencing on
[its date of issuance] [_________ __, ____] and ending at 5:00 P.M., New
York time,] on __________ __, ____ (the "Expiration Date"). Each Warrant
remaining unexercised after 5:00 P.M., New
6
York time, on the Expiration Date shall become void, and all rights of the
Holder under this Agreement shall cease.
As used herein, the term "Business Day" means any day which is not a
Saturday or Sunday and is not a legal holiday or a day on which banking
institutions generally are authorized or obligated by law or regulation to close
in New York and Delaware.
SECTION 2.03. EXERCISE OF WARRANTS
. (a) A Holder may exercise a Warrant by delivering, not later than
5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date:
any Business Day during the Exercise Period (the "Exercise Date")] [If Warrants
may be exercised on only one date: the Expiration Date] to the Warrant Agent at
its corporate trust department (i) the Warrant Certificate evidencing the
Warrants to be exercised, and, in the case of a Global Warrant Certificate, the
Warrants to be exercised (the "Book-Entry Warrants") free on the records of the
Depository to an account of the Warrant Agent at the Depository designated for
such purpose in writing by the Warrant Agent to the Depository from time to
time, (ii) an election to purchase the Warrant Securities ("Election to
Purchase"), properly completed and executed by the Holder on the reverse of the
Warrant Certificate or, in the case of a Global Warrant Certificate, properly
executed by the Participant and substantially in the form included on the
reverse of each Warrant Certificate, and (iii) the Exercise Price for each
Warrant to be exercised in lawful money of the United States of America by
certified or official bank check or by bank wire transfer in immediately
available funds. If any of (a) the Warrant Certificate or the Book-Entry
Warrants, (b) the Election to Purchase, or (c) the Exercise Price therefor, is
received by the Warrant Agent after 5:00 P.M., New York time, on [Unless
Warrants may be exercised on only one date: the specified Exercise Date, the
Warrants will be deemed to be received and exercised on the Business Day next
succeeding the Exercise Date. If the date specified as the Exercise Date is not
a Business Day, the Warrants will be deemed to be received and exercised on the
next succeeding day which is a Business Day. If the Warrants are received or
deemed to be received after] the Expiration Date, the exercise thereof will be
null and void and any funds delivered to the Warrant Agent will be returned to
the Holder or Participant, as the case may be, as soon as practicable. In no
event will interest accrue on funds deposited with the Warrant Agent in respect
of an exercise or attempted exercise of Warrants. The validity of any exercise
of Warrants will be determined by the Warrant Agent in its sole discretion and
such determination will be final and binding upon the Holder and the Company.
Neither the Company nor the Warrant Agent shall have any obligation to inform a
Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall
deposit all funds received by it in payment of the Exercise Price in the account
of the Company maintained with the Warrant Agent for such purpose and shall
advise the Company by telephone at the end of each day on which funds for the
exercise of the Warrants are received of the amount so deposited to its account.
The Warrant Agent shall promptly confirm such telephonic advice to the Company
in writing.
(b) The Warrant Agent shall, by 11:00 A.M. on the Business Day
following the [Unless Warrants may be exercised on only one date: Exercise Date
of any Warrant] [If Warrants may be exercised on only one date: Expiration
Date], advise the Company and
7
the [Trustee under the Indenture applicable to] [the transfer agent and
registrar in respect of] the Warrant Securities issuable upon such exercise as
to the number of Warrants exercised in accordance with the terms and conditions
of this Agreement, the instructions of each Holder or Participant, as the case
may be, with respect to delivery of the Warrant Securities issuable upon such
exercise, and the delivery of definitive Warrant Certificates or one or more
Global Warrant Certificates, as appropriate, evidencing the balance, if any, of
the Warrants remaining after such exercise, and such other information as the
Company or such [Trustee] [transfer agent and registrar] shall reasonably
require.
(c) The Company shall, by 5:00 P.M., New York time, on the third
Business Day next succeeding the [Unless Warrants may be exercised on only one
date: Exercise Date of any Warrant] [If Warrants may be exercised on only one
date: Expiration Date], execute, issue and deliver to the Warrant Agent,
[pursuant to the Indenture applicable to the Warrant Securities, the Warrant
Securities, duly authenticated by the Trustee of such Indenture and in
authorized denominations] [the Warrant Securities] to which such Holder is
entitled, in fully registered form, registered in such name or names as may be
directed by such Holder or the Participant, as the case may be. Upon receipt of
such Warrant Securities, the Warrant Agent shall, by 5:00 P.M., New York time,
on the fifth Business Day next succeeding [Unless Warrants may be exercised on
only one date: such Exercise Date] [If Warrants may be exercised on only one
date: the Expiration Date], transmit such Warrant Securities, to or upon the
order of the Holder or Participant, as the case may be, together with, or
preceded by the prospectus referred to in Section 5.06 hereof. The Company
agrees that it will provide such information and documents to the Warrant Agent
as may be necessary for the Warrant Agent to fulfill its obligations hereunder.
(d) The accrual of [interest] [dividends], if any, on the Warrant
Securities issued upon the valid exercise of any Warrant will be governed by the
terms of the applicable [Indenture] [amendment to the Company's certificate of
incorporation ("Amendment")] and such Warrant Securities. From and after the
issuance of such Warrant Securities, the former Holder of the Warrants exercised
will be entitled to the benefits of the [Indenture] [Amendment] under which such
Warrant Securities are issued and such former Holder's right to receive payments
of [principal of (and premium, if any) and interest, if any, on] [dividends and
any other amounts payable in respect of] the Warrant Securities shall be
governed by, and shall be subject to, the terms and provisions of such
[Indenture] [Amendment] and the Warrant Securities.
(e) Warrants may be exercised only in whole numbers of Warrants.
[Unless Warrants may be exercised on only one date: If fewer than all of the
Warrants evidenced by a Warrant Certificate are exercised, a new Warrant
Certificate for the number of Warrants remaining unexercised shall be executed
by the Company and countersigned by the Warrant Agent as provided in Section
1.02 hereof, and delivered to the Holder at the address specified on the books
of the Warrant Agent or as otherwise specified by such Holder.]
(f) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Securities; and in the event that any such
transfer is involved, the Company shall not be required to issue or deliver any
Warrant Securities until such tax or
8
other charge shall have been paid or it has been established to the Company's
satisfaction that no such tax or other charge is due.
[If Warrants for Common Stock are offered: SECTION 2.04. ADJUSTMENT
UNDER CERTAIN CIRCUMSTANCES. The Exercise Price and the number of Warrant
Securities purchasable upon the exercise of each Warrant shall be subject to
adjustment upon (i) the issuance of a stock dividend to the holders of the
outstanding shares of Warrant Securities or a combination, subdivision or
reclassification of the Warrant Securities; (ii) the issuance of rights,
warrants or options to all holders of the Warrant Securities entitling the
holders thereof to purchase Warrant Securities for an aggregate consideration
per share less than the current market price per share of the Warrant
Securities; or (iii) any distribution by the Company to the holders of the
Warrant Securities of evidences of indebtedness of the Company or of assets
(excluding cash dividends or distributions payable out of consolidated earnings
and earned surplus and dividends or distributions referred to in (i) above);
provided that no such adjustment in the number of Warrant Securities purchasable
upon exercise of the Warrants will be required until cumulative adjustments
require an adjustment of at least 1% of such number. No fractional shares will
be issued upon exercise of Warrants, but the Company will pay the cash value of
any fractional shares otherwise issuable. The adjustments to be made under this
Section 2.03 shall be determined by the Warrant Agent and such determination
shall be final and binding upon the Holders and the Company.]
9
ARTICLE III
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
AND BENEFICIAL OWNERS OF WARRANTS
SECTION 3.01. NO RIGHTS AS HOLDERS OF WARRANT SECURITIES
CONFERRED BY WARRANTS OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant
evidenced thereby shall entitle the Holder thereof to any of the rights of a
holder of any Warrant Securities, including, without limitation, [the right to
receive the payments of principal of (and premium, if any) and interest, if any,
on Debt Securities or Units consisting of Debt Securities purchasable upon such
exercise or to enforce any of the covenants in the Indenture] [the right to
receive dividends, if any, or payments upon the liquidation, dissolution or
winding up of the Company or to exercise voting rights, if any].
SECTION 3.02. HOLDER AND BENEFICIAL OWNER OF WARRANT MAY
ENFORCE RIGHTS. Notwithstanding any of the provisions of this Agreement, any
Holder and any Beneficial Owner of any Warrant, without the consent of the
Warrant Agent or the Holder of any Warrant, may, on such Holder's or Beneficial
Owner's own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to enforce, or
otherwise in respect of, such Holder's or Beneficial Owner's right to exercise
the Warrants evidenced by any Warrant Certificate in the manner provided in this
Agreement and such Warrant Certificate.
ARTICLE IV
CONCERNING THE WARRANT AGENT
SECTION 4.01. WARRANT AGENT. The Company hereby appoints [Name
of Warrant Agent] as Warrant Agent of the Company in respect of the Warrants
upon the terms and subject to the conditions herein set forth, and [Name of
Warrant Agent] hereby accepts such appointment. The Warrant Agent shall have the
powers and authority granted to and conferred upon it hereby and such further
powers and authority to act on behalf of the Company as the Company may
hereafter grant to or confer upon it.
SECTION 4.02. LIMITATIONS ON WARRANT AGENT'S OBLIGATIONS. The
Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following, to all of which the Company agrees
and to all of which the rights hereunder of the Holders from time to time shall
be subject:
(a) COMPENSATION AND INDEMNIFICATION. The Company agrees to
pay the Warrant Agent compensation to be agreed upon with the Company
for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for all reasonable out-of-pocket expenses (including
reasonable counsel fees) incurred by the Warrant Agent in connection
with the services rendered by it hereunder. The Company also agrees to
indemnify the Warrant Agent for, and to hold it harmless against, any
loss,
10
liability or expense incurred without negligence, bad faith or breach
of this Agreement on the part of the Warrant Agent, arising out of or
in connection with its acting as Warrant Agent hereunder.
(b) AGENT FOR THE COMPANY. In acting in the capacity of
Warrant Agent under this Agreement, the Warrant Agent is acting solely
as agent of the Company and does not assume any obligation or
relationship of agency or trust with any of the owners or holders of
the Warrants except as expressly set forth herein.
(c) COUNSEL. The Warrant Agent may consult with counsel
satisfactory to it (which may be counsel to the Company), and the
advice of such 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 accordance with the advice of such
counsel.
(d) DOCUMENTS. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or thing
suffered by it in reliance upon any notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by
the proper parties.
(e) CERTAIN TRANSACTIONS. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any
interest in, any Warrant, with the same rights that it or they would
have were it not the Warrant Agent hereunder, and, to the extent
permitted by applicable law, it or they may engage or be interested in
any financial or other transaction with the Company and may act on, or
as a depositary, trustee or agent for, any committee or body of holders
of Warrants [If Securities and Warrants are being offered together: ,
Offered Securities] or Warrant Securities, or other securities or
obligations of the Company as freely as if it were not the Warrant
Agent hereunder. Nothing in this Agreement shall be deemed to prevent
the Warrant Agent from acting as trustee under either Indenture.
(f) NO LIABILITY FOR INTEREST. The Warrant Agent shall not be
under any liability for interest on any monies at any time received by
it pursuant to any of the provisions of this Agreement.
(g) NO LIABILITY FOR INVALIDITY. The Warrant Agent shall not
be under any responsibility with respect to the validity or sufficiency
of this Agreement or the execution and delivery hereof (except the due
execution and delivery hereof by the Warrant Agent) or with respect to
the validity or execution of the Warrant Certificates (except its
countersignature thereon).
(h) NO RESPONSIBILITY FOR RECITALS. The recitals contained
herein and in the Warrant Certificates (except as to the Warrant
Agent's countersignature thereon) shall be taken as the statements of
the Company
11
and the Warrant Agent assumes no responsibility hereby for the
correctness of the same.
(i) NO IMPLIED OBLIGATIONS. The Warrant Agent shall be
obligated to perform such duties as are specifically set forth herein
and no implied duties or obligations shall be read into this Agreement
against the Warrant Agent. The Warrant Agent shall not be under any
obligation to take any action hereunder which may tend to involve it in
any expense or liability, the payment of which within a reasonable time
is not, in its opinion, assured to it. The Warrant Agent shall not be
accountable or under any duty or responsibility for the use by the
Company of any Warrant Certificate authenticated by the Warrant Agent
and delivered by it to the Company pursuant to this Agreement or for
the application by the Company of the proceeds of the issue and sale,
or exercise, of the Warrants. The Warrant Agent shall have no duty or
responsibility in case of any default by the Company in the performance
of its covenants or agreements contained herein or in any Warrant
Certificate or in the case of the receipt of any written demand from a
Holder with respect to such default, including, without limiting the
generality of the foregoing, any duty or responsibility to initiate or
attempt to initiate any proceedings at law or otherwise or, except as
provided in Section 5.03 hereof, to make any demand upon the Company.
SECTION 4.03. COMPLIANCE WITH APPLICABLE LAWS. The Warrant
Agent agrees to comply with all applicable federal and state laws imposing
obligations on it in respect of the services rendered by it under this Agreement
and in connection with the Warrants, including (but not limited to) the
provisions of United States federal income tax laws regarding information
reporting and backup withholding. The Warrant Agent expressly assumes all
liability for its failure to comply with any such laws imposing obligations on
it, including (but not limited to) any liability for its failure to comply with
any applicable provisions of United States federal income tax laws regarding
information reporting and backup withholding.
SECTION 4.04. RESIGNATION AND APPOINTMENT OF SUCCESSOR
(a) The Company agrees, for the benefit of the Holders from time to
time, that there shall at all times be a Warrant Agent hereunder until all the
Warrants issued hereunder have been exercised or have expired in accordance with
their terms, which Warrant Agent shall be a bank or trust company organized
under the laws of the United States of America or one of the states thereof,
which is authorized under the laws of the jurisdiction of its organization to
exercise corporate trust powers, has a combined capital and surplus of at least
$50,000,000 and has an office or an agent's office in the United States of
America.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the date
on which it desires such resignation to become effective; provided that such
date shall not be less than three months after the date on which such notice is
given, unless the Company agrees to accept such notice less than three months
prior to such date of effectiveness.
12
The Company may remove the Warrant Agent at any time by giving written notice to
the Warrant Agent of such removal, specifying the date on which it desires such
removal to become effective. Such resignation or removal shall take effect upon
the appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company qualified as set forth in Section
4.04(a)) and the acceptance of such appointment by such successor Warrant Agent.
The obligation of the Company under Section 4.02(a) shall continue to the extent
set forth therein notwithstanding the resignation or removal of the Warrant
Agent.
(c) If at any time the Warrant Agent shall resign, or shall cease to be
qualified as set forth in Section 4.04(a), or shall be removed, or shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file
a petition seeking relief under any applicable Federal or State bankruptcy or
insolvency law or similar law, or make an assignment for the benefit of its
creditors or consent to the appointment of a receiver, conservator or custodian
of all or any substantial part of its property, or shall admit in writing its
inability to pay or to meet its debts as they mature, or if a receiver or
custodian of it or of all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered for relief against it
under the provisions of any applicable Federal or State bankruptcy or similar
law, or if any public officer shall have taken charge or control of the Warrant
Agent or of its property or affairs, for the purpose of rehabilitation,
conservation or liquidation, a successor Warrant Agent, qualified as set forth
in Section 4.04(a), shall be appointed by the Company by an instrument in
writing, filed with the successor Warrant Agent. Upon the appointment as herein
provided of a successor Warrant Agent and acceptance by the latter of such
appointment, the Warrant Agent so superseded shall cease to be Warrant Agent
under this Agreement.
(d) Any successor Warrant Agent appointed under this Agreement shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent under
this Agreement, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor, as Warrant Agent under this Agreement.
(e) Any corporation into which the Warrant Agent may be merged or
converted or any corporation with which the Warrant Agent may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to
which the Warrant Agent shall be a party, or any corporation to which the
Warrant Agent shall sell or otherwise transfer all or substantially all the
assets and business of the Warrant Agent, in each case provided that it shall be
qualified as set forth in Section 4.04(a), shall be the successor Warrant Agent
under this Agreement without the execution or filing of any paper or any further
act on the part of any of the parties to this Agreement, including, without
limitation, any successor to the Warrant Agent first named above.
13
ARTICLE V
MISCELLANEOUS
SECTION 5.01. AMENDMENTS
(a) This Agreement and any Warrant Certificate may be amended by the
parties hereto by executing a supplemental warrant agreement (a "Supplemental
Agreement"), without the consent of the Holder of any Warrant, for the purpose
of (i) curing any ambiguity, or curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement that is not
inconsistent with the provisions of this Agreement or the Warrant Certificates,
(ii) evidencing the succession of another corporation to the Company and the
assumption by any such successor of the covenants of the Company contained in
this Warrant Agreement and the Warrants, (iii) evidencing and providing for the
acceptance of appointment by a successor Warrant Agent with respect to the
Warrants, (iv) evidencing and providing for the acceptance of appointment by a
successor Depository with respect to each Global Warrant Certificate, (v)
issuing definitive Warrant Certificates in accordance with paragraph (b) of
Section 1.03, (vi) adding to the covenants of the Company for the benefit of the
Holders or surrendering any right or power conferred upon the Company under this
Agreement, or (vii) amending this Agreement and the Warrants in any manner that
the Company may deem to be necessary or desirable and that will not adversely
affect the interests of the Holders in any material respect.
(b) The Company and the Warrant Agent may amend this Agreement and the
Warrants by executing a Supplemental Agreement with the consent of the Holders
of not fewer than a majority of the unexercised Warrants affected by such
amendment, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders under this Agreement; provided, however, that,
without the consent of each Holder of Warrants affected thereby, no such
amendment may be made that (i) changes the Warrants so as to reduce the
[principal amount] [number] of Warrant Securities purchasable upon exercise of
the Warrants or so as to increase the exercise price [If Warrants for Common
Stock are offered: (other than as provided by Section 2.03)], (ii) shortens the
period of time during which the Warrants may be exercised, (iii) otherwise
adversely affects the exercise rights of the Holders in any material respect, or
(iv) reduces the number of unexercised Warrants the consent of the Holders of
which is required for amendment of this Agreement or the Warrants.
SECTION 5.02. MERGER, CONSOLIDATION, SALE, TRANSFER OR
CONVEYANCE. The Company may consolidate or merge with or into any other
corporation or sell, lease, transfer or convey all or substantially all of its
assets to any other corporation, provided that (i) either (x) the Company is the
continuing corporation or (y) the corporation (if other than the Company) that
is formed by or results from any such consolidation or merger or that receives
such assets is a corporation organized and existing under the laws of the United
States of America or a state thereof and such corporation assumes the
obligations of the Company with respect to the performance and observance of all
of the
14
covenants and conditions of this Agreement to be performed or observed by the
Company and (ii) the Company or such successor corporation, as the case may be,
must not immediately be in default under this Agreement. If at any time there
shall be any consolidation or merger or any sale, lease, transfer, conveyance or
other disposition of all or substantially all of the assets of the Company, then
in any such event the successor or assuming corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
and in the Warrant Certificates as the Company; the Company shall thereupon be
relieved of any further obligation hereunder or under the Warrants, and, in the
event of any such sale, lease, transfer, conveyance (other than by way of lease)
or other disposition, the Company as the predecessor corporation may thereupon
or at any time thereafter be dissolved, wound up or liquidated. Such successor
or assuming corporation thereupon may cause to be signed, and may issue either
in its own name or in the name of the Company, Warrant Certificates evidencing
the Warrants not theretofore exercised, in exchange and substitution for the
Warrant Certificates theretofore issued. Such Warrant Certificates shall in all
respects have the same legal rank and benefit under this Agreement as the
Warrant Certificates evidencing the Warrants theretofore issued in accordance
with the terms of this Agreement as though such new Warrant Certificates had
been issued at the date of the execution hereof. In any case of any such merger
or consolidation or sale, lease, transfer, conveyance or other disposition of
all or substantially all of the assets of the Company, such changes in
phraseology and form (but not in substance) may be made in the new Warrant
Certificates, as may be appropriate.
SECTION 5.03. NOTICES AND DEMANDS TO THE COMPANY AND WARRANT
AGENT. If the Warrant Agent shall receive any notice or demand addressed to the
Company by the Holder or a Participant, as the case may be, the Warrant Agent
shall promptly forward such notice or demand to the Company.
SECTION 5.04. ADDRESSES. Any communications from the Company
to the Warrant Agent with respect to this Agreement shall be addressed to
____________________, Attention: ________________________, and any
communications from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Scholastic Corporation, βββ ββββββββ, βββ ββββ,
βββ ββββ βββββ, Attention: General Counsel (or such other address as shall be
specified in writing by the Warrant Agent or by the Company, as the case may
be). The Company or the Warrant Agent shall give notice to the Holders of
Warrants by mailing written notice by first class mail, postage prepaid, to such
Holders as their names and addresses appear in the books and records of the
Warrant Agent [or, prior to the Detachment Date, on the register of the Offered
Securities].
15
SECTION 5.05. GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT
CERTIFICATE AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND
THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REFERENCE TO APPLICABLE CONFLICTS OF LAW PROVISIONS).
SECTION 5.06. DELIVERY OF PROSPECTUS. The Company shall
furnish to the Warrant Agent sufficient copies of a prospectus relating to the
Warrant Securities deliverable upon exercise of Warrants and complying in all
material respects with the Securities Act of 1933, as amended (the
"Prospectus"), and the Warrant Agent agrees that upon the exercise of any
Warrant, the Warrant Agent shall deliver a Prospectus to the Holder of such
Warrant, prior to or concurrently with the delivery of the Warrant Securities
issued upon such exercise.
SECTION 5.07. OBTAINING OF GOVERNMENTAL APPROVALS. The Company
shall from time to time take all action which may be necessary to obtain and
keep effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States Federal
and state laws, which the Company may deem necessary or appropriate in
connection with the issuance, sale, transfer and delivery of the Warrants, the
exercise of the Warrants, the issuance, sale, transfer and delivery of the
Warrant Securities to be issued upon exercise of Warrants or upon the expiration
of the period during which the Warrants are exercisable.
SECTION 5.08. PAYMENT OF TAXES. The Company will pay all stamp
and other duties, if any, to which, under the laws of the United States of
America, this Agreement or the original issuance of the Warrants may be subject.
SECTION 5.09. BENEFITS OF WARRANT AGREEMENT. Nothing in this
Agreement or any Warrant Certificate expressed or implied and nothing that may
be inferred from any of the provisions hereof or thereof is intended, or shall
be construed, to confer upon, or give to, any person or corporation other than
the Company, the Warrant Agent and their respective successors and assigns, the
Beneficial Owners and the Holders any right, remedy or claim under or by reason
of this Agreement or any Warrant Certificate or of any covenant, condition,
stipulation, promise or agreement hereof or thereof; and all covenants,
conditions, stipulations, promises and agreements contained in this Agreement or
any Warrant Certificate shall be for the sole and exclusive benefit of the
Company and the Warrant Agent and their respective successors and assigns and of
the Beneficial Owners and Holders.
SECTION 5.10. HEADINGS. The descriptive headings of the
several Articles and Sections of this Agreement are inserted for convenience
only and shall not control or affect the meaning or construction of any of the
provisions hereof.
SECTION 5.11. SEVERABILITY. If any provision in this Agreement
or in any Warrant Certificate shall be invalid, illegal or unenforceable in any
jurisdiction, the
16
validity, legality and enforceability of the remaining provisions, or of such
provisions in any other jurisdiction, shall not in any way be affected or
impaired thereby.
SECTION 5.12. COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.
SECTION 5.13. INSPECTION OF AGREEMENT. A copy of this
Agreement shall be available at all reasonable times at the principal corporate
trust office of the Warrant Agent and at the office of the Company at βββ
ββββββββ, βββ ββββ, βββ ββββ βββββ, for inspection by any Holder. The Warrant
Agent may require any such Holder to submit satisfactory proof of ownership for
inspection by it.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
SCHOLASTIC CORPORATION
By: ______________________
Name:
Title:
[WARRANT AGENT]
By: ______________________
Name:
Title:
17
EXHIBIT A
[FORM OF WARRANT CERTIFICATE]
[Form of legend if Securities with Warrants that are not immediately detachable
or Warrants that are not immediately exercisable are offered: [PRIOR TO
_______________,] THIS WARRANT CERTIFICATE [(i) CANNOT BE TRANSFERRED OR
EXCHANGED UNLESS ATTACHED TO A [TITLE OF OFFERED SECURITY] AND (II)] CANNOT BE
EXERCISED IN WHOLE OR IN PART.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN.
Warrant Certificate evidencing
Warrants to Purchase
[Title of Warrant Securities]
as described herein.
SCHOLASTIC CORPORATION
No. ___________ CUSIP No. _____________
VOID AFTER [5:00 P.M.], NEW YORK TIME, ON _______ __, ___
This certifies that ________________________ or registered assigns is
the registered holder of [Insert number initially issued] warrants to purchase
certain securities (the "Warrants"). Each Warrant entitles the holder thereof,
subject to the provisions contained herein and in the Warrant Agreement referred
to below, to purchase from Scholastic Corporation, a Delaware corporation (the
"Company"), [$_________ principal amount] [______] of the Company's [title of
Securities purchasable upon exercise of Warrants] [If Warrants for [Depositary
Shares][Units] are to be offered: [each representing a 1/__th interest in a
share of][each consisting of] [title of securities represented by the Depositary
Shares][titles of securities underlying a Unit]] (the "Warrant Securities" [If
Warrants for [Depositary Shares][Units] are to be offered: , which term shall
also refer, as appropriate, to such [title of securities represented by the
Depositary Shares][titles of securities underlying a Unit]), [issued or to be
issued under the Indenture (as hereinafter defined)], at the Exercise Price set
forth below. The exercise price of each Warrant (the "Exercise Price") shall be
[modify as appropriate to reflect the terms of the offered Warrants].
Subject to the terms of the Warrant Agreement, each Warrant evidenced
hereby may be exercised in whole but not in part at any time, as specified
herein, [Unless Warrants may be exercised on only one date: on any Business Day
(as defined below)
A-1
occurring during the period (the "Exercise Period") commencing on [the date of
issuance thereof] [________________ __, ____] and ending at 5:00 P.M., New York
time,] on ____________ __, ____ (the "Expiration Date"). Each Warrant remaining
unexercised after 5:00 P.M., New York time, on the Expiration Date shall become
void, and all rights of the holder of this Warrant Certificate evidencing such
Warrant shall cease.
The holder of the Warrants represented by this Warrant Certificate may
exercise any Warrant evidenced hereby by delivering, not later than 5:00 P.M.,
New York time, on [Unless Warrants may be exercised on only one date: any
Business Day during the Exercise Period (the "Exercise Date")] [If Warrants may
be exercised on only one date: the Expiration Date] to [name of Warrant Agent]
(the "Warrant Agent", which term includes any successor warrant agent under the
Warrant Agreement described below) at its corporate trust department at
___________________, (i) this Warrant Certificate [For Global Warrant
Certificate: and the Warrants to be exercised (the "Book-Entry Warrants") free
on the records of [The Depository Trust Company] (the "Depository") to an
account of the Warrant Agent at the Depository designated for such purpose in
writing by the Warrant Agent to the Depository], (ii) an election to purchase
("Election to Purchase"), [For definitive Warrant Certificates: properly
executed by the holder hereof on the reverse of this Warrant Certificate] [For
Global Warrant Certificates: properly executed by the institution in whose
account the Warrant is recorded on the records of the Depository (the
"Participant"), and substantially in the form included on the reverse of hereof]
and (iii) the Exercise Price for each Warrant to be exercised in lawful money of
the United States of America by certified or official bank check or by bank wire
transfer in immediately available funds. If any of (a) this Warrant Certificate
or the Book-Entry Warrants, (b) the Election to Purchase, or (c) the Exercise
Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time,
on [Unless Warrants may be exercised on only one date: the specified Exercise
Date, the Warrants will be deemed to be received and exercised on the Business
Day next succeeding the Exercise Date. If the date specified as the Exercise
Date is not a Business Day, the Warrants will be deemed to be received and
exercised on the next succeeding day which is a Business Day. If the Warrants to
be exercised are received or deemed to be received after] the Expiration Date,
the exercise thereof will be null and void and any funds delivered to the
Warrant Agent will be returned to the holder as soon as practicable. In no event
will interest accrue on funds deposited with the Warrant Agent in respect of an
exercise or attempted exercise of Warrants. The validity of any exercise of
Warrants will be determined by the Warrant Agent in its sole discretion and such
determination will be final and binding upon the holder of the Warrants and the
Company. Neither the Warrant Agent nor the Company shall have any obligation to
inform a holder of Warrants of the invalidity of any exercise of Warrants. As
used herein, the term "Business Day" means any day which is not a Saturday or
Sunday and is not a legal holiday or a day on which banking institutions
generally are authorized or obligated by law or regulation to close in The City
of New York.
Warrants may be exercised only in whole numbers of Warrants. [Unless
Warrants may be exercised on only one date: If fewer than all of the Warrants
evidenced by this Warrant Certificate are exercised, a new Warrant Certificate
for the number of Warrants
A-2
remaining unexercised shall be executed by the Company and countersigned by the
Warrant Agent as provided in Section 1.02 of the Warrant Agreement, and
delivered to the holder of this Warrant Certificate at the address specified on
the books of the Warrant Agent or as otherwise specified by such registered
holder.]
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement, dated as of ___________ __, ____ (the "Warrant Agreement"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate [For Global Warrant
Certificates: and the beneficial owners of the Warrants represented by this
Warrant Certificate] consent[s] by acceptance hereof. Copies of the Warrant
Agreement are on file and can be inspected at the above-mentioned office of the
Warrant Agent and at the office of the Company at βββ ββββββββ, βββ ββββ, βββ
ββββ βββββ.
[If the Warrant Securities are Debt Securities: The Warrant Securities
to be issued and delivered upon the exercise of the Warrants evidenced by this
Warrant Certificate will be issued under and in accordance with the Indenture,
dated as of _________ __, ____ (the "Indenture"), between the Company and
Citibank, N.A., as trustee (together with any successor or successors as such
trustee, the "Trustee"), and will be subject to the terms and provisions
contained in the Warrant Securities and in the Indenture.] The accrual of
[interest] [dividends], if any, on the Warrant Securities issued upon the valid
exercise of any Warrant will be governed by the terms of the applicable
[Indenture] [amendment to the Company's certificate of incorporation
("Amendment")] and such Warrant Securities. From and after the issuance of such
Warrant Securities, the former holder of the Warrants exercised will be entitled
to the benefits of the [Indenture] [Amendment] under which such Warrant
Securities are issued and such former holder's right to receive payments of
[principal of (and premium, if any) and interest, if any, on] [dividends and any
other amounts payable in respect of] the Warrant Securities shall be governed
by, and shall be subject to, the terms and provisions of such [Indenture]
[Amendment] and the Warrant Securities. Copies of the [Indenture, including the
form of the Warrant Securities,] [Amendment] are on file at the corporate trust
office of the Trustee.]
[If Warrants for Common Stock are offered: The Exercise Price and the
number of Warrant Securities purchasable upon the exercise of each Warrant shall
be subject to adjustment upon (i) the issuance of a stock dividend to the
holders of the outstanding shares of Warrant Securities or a combination,
subdivision or reclassification of the Warrant Securities; (ii) the issuance of
rights, warrants or options to all holders of the Warrant Securities entitling
the holders thereof to purchase Warrant Securities for an aggregate
consideration per share less than the current market price per share of the
Warrant Securities; or (iii) any distribution by the Company to the holders of
the Warrant Securities of evidences of indebtedness of the Company or of assets
(excluding cash dividends or distributions payable out of consolidated earnings
and earned surplus and dividends or distributions referred to in (i) above);
provided that no such adjustment in the number of Warrant Securities purchasable
upon exercise of the Warrants will be
A-3
required until cumulative adjustments require an adjustment of at least 1% of
such number. No fractional shares will be issued upon exercise of Warrants, but
the Company will pay the cash value of any fractional shares otherwise issuable.
The adjustments to be made under this Section 2.03 shall be determined by the
Warrant Agent and such determination shall be final and binding upon the holders
of the Warrants and the Company.]
[If Securities and Warrants are to be offered together: [If Warrants
are not immediately detachable: Prior to the Detachment Date,] The Warrants
represented by this Warrant Certificate may be exchanged or transferred only
together with the [title of Offered Security] (the "Offered Security") to which
the Warrants are attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Security.
Additionally, [If Warrants are not immediately detachable: on or prior to the
Detachment Date,] each transfer of such Offered Security on the register of the
Offered Securities shall operate also to transfer the Warrants to which such
Offered Securities was initially attached. [If Warrants are not immediately
detachable: From and after the Detachment Date, the above provisions shall be of
no further force and effect.] Upon due presentment for registration of transfer
or exchange of this Warrant Certificate at the corporate trust office of the
Warrant Agent, the Company shall execute, and the Warrant Agent shall
countersign and deliver, as provided in Section 1.02 of the Warrant Agreement,
in the name of the designated transferee one or more new Warrant Certificates of
any authorized denomination evidencing in the aggregate a like number of
unexercised Warrants, subject to the limitations provided in the Warrant
Agreement.
Neither this Warrant Certificate nor the Warrants evidenced hereby
shall entitle the holder hereof or thereof to any of the rights of a holder of
the Warrant Securities, including, without limitation, [the right to receive the
payments of principal of (and premium, if any), and interest, if any, on Debt
Securities or Units consisting of Debt Securities purchasable upon such exercise
or to enforce any of the covenants in the applicable Indenture] [the right to
receive dividends, if any, or payments upon the liquidation, dissolution or
winding up of the Company or to exercise voting rights, if any].
The Warrant Agreement and this Warrant Certificate may be amended as
provided in the Warrant Agreement including, under certain circumstances
described therein, without the consent of the holder of this Warrant Certificate
or the Warrants evidenced thereby.
THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT
AGREEMENT AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO
APPLICABLE CONFLICTS OF LAW PROVISIONS).
This Warrant Certificate shall not be entitled to any benefit under the
Warrant Agreement or be valid or obligatory for any purpose, and no Warrant
evidenced hereby
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may be exercised, unless this Warrant Certificate has been countersigned by the
manual signature of the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed. Dated as of ________ __, _____
SCHOLASTIC CORPORATION
By: ________________________
Name:
Title:
[NAME OF WARRANT AGENT],
as Warrant Agent
By: ________________________
Name:
Title:
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[REVERSE]
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the holder [For Global
Warrant Certificate: or Participant] must, by 5:00 P.M., New York time, on the
specified Exercise Date, deliver to the Warrant Agent at its corporate trust
department, a certified or official bank check or a wire transfer in immediately
available funds, in each case payable to the Warrant Agent at Account No. ____,
in an amount equal to the Exercise Price in full for the Warrants exercised. In
addition, the Warrant holder [For Global Warrant Certificates: or Participant]
must provide the information required below and deliver this Warrant Certificate
to the Warrant Agent at the address set forth below and the Book-Entry Warrants
to the Warrant Agent in its account with the Depository designated for such
purpose. This Warrant Certificate and the Election to Purchase must be received
by the Warrant Agent by 5:00 P.M., New York time, on the specified Exercise
Date.
ELECTION TO PURCHASE
TO BE EXECUTED IF WARRANT HOLDER DESIRES
TO EXERCISE THE WARRANTS EVIDENCED HEREBY
The undersigned hereby irrevocably elects to exercise, on __________,
____ (the "Exercise Date"), _____________ Warrants, evidenced by this Warrant
Certificate, to purchase, [$_____________ principal amount] [_________________]
of the [title of Securities purchasable upon exercise of Warrants] [If Warrants
for [Depositary Shares][Units] are to be offered: [each representing a 1/__th
interest in a share of][each consisting of] [title of securities represented by
the Depositary Shares][titles of securities underlying a Unit]] (the "Warrant
Securities") of Scholastic Corporation, a Delaware corporation (the "Company"),
and represents that on or before the Exercise Date such holder has tendered
payment for such Warrant Securities by certified or official bank check or bank
wire transfer in immediately available funds to the order of the Company c/o
[Name and address of Warrant Agent], in the amount of $_____________ in
accordance with the terms hereof. The undersigned requests that said [principal
amount of] [number of] Warrant Securities be in fully registered form, in the
authorized denominations, registered in such names and delivered, all as
specified in accordance with the instructions set forth below.
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[Unless Warrants may be exercised on only one date: If said [principal
amount] [number] of Warrant Securities is less than all of the Warrant
Securities purchasable hereunder, the undersigned requests that a new Warrant
Certificate evidencing the remaining balance of the Warrants evidenced hereby be
issued and delivered to the holder of the Warrant Certificate unless otherwise
specified in the instructions below.]
Dated: ______________ __, ____
Name__________________________
----------------
(Please Print)
/ / / /- / / /- / / / / /
(Insert Social Security or Other Identifying
Number of Holder)
Address_______________________
----------------------------
Signature___________________
This Warrant may only be exercised by presentation to the Warrant Agent at one
of the following locations:
By hand at
By mail at
The method of delivery of this Warrant Certificate is at the option and risk of
the exercising holder and the delivery of this Warrant Certificate will be
deemed to be made only when actually received by the Warrant Agent. If delivery
is by mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to assure timely
delivery.
(Instructions as to form and delivery of Warrant Securities and/or Warrant
Certificates)
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Name in which Warrant Securities are to be registered if other than in the name
of the registered holder of this Warrant Certificate:
--------------------------
Address to which Warrant Securities are to be mailed if other than to the
address of the registered holder of this Warrant Certificate as shown on the
books of the Warrant Agent:
-----------------------------
(Street Address)
-----------------------------
(City and State) (Zip Code)
[Except for Global Warrant Certificate:
Name in which Warrant Certificate
evidencing unexercised Warrants, if any,
are to be registered if other than in the
name of the registered holder of this
Warrant Certificate:]
-----------------------------
Address to which certificate representing unexercised Warrants, if any, are to
be mailed if other than to the address of the registered holder of this Warrant
Certificate as shown on the books of the Warrant Agent:
-----------------------------
(Street Address)
-----------------------------
(City and State) (Zip Code)
Dated:
-----------------------------
Signature
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([Except for Global Warrant Certificate:
Signature must conform in all respects
to the name of the holder as specified
on the face of this Warrant
Certificate.] If Warrant Securities, or
a Warrant Certificate evidencing
unexercised Warrants, are to be issued
in a name other than that of the
registered holder hereof or are to be
delivered to an address other than the
address of such holder as shown on the
books of the Warrant Agent, the above
signature must be guaranteed by a member
firm of a registered national stock
exchange, a member of the National
Association of Securities Dealers, Inc.,
a participant in the Security Transfer
Agents Medallion Program or the Stock
Exchange Medallion Program, or by a
commercial bank or trust company having
an office or correspondent in the United
States.)
A-9
SIGNATURE GUARANTEE
Name of Firm _________________
Address ______________________
Area Code
and Number ___________________
Authorized
Signature ____________________
Name _________________________
Title ________________________
Dated: ________________, 20__
ASSIGNMENT
(FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER
DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)
FOR VALUE RECEIVED _________________ hereby sells, assigns and
transfers unto ____________________________________
--------------------------- -----------------------------
(Please print name and address (Please insert social security
including zip code) or other) identifying number)
the rights represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint ____________ Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution in the premises.
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Dated:
-------------------------
Signature
(Signature must conform in
all respects to the name of
the holder as specified on
the face of this Warrant
Certificate and must bear a
signature guarantee by a
member firm of a registered
national securities
exchange, a member of the
National Association of
Securities Dealers, Inc., a
participant in the Security
Transfer Agents Medallion
Program or the Stock
Exchange Medallion Program,
or by a commercial bank or
trust company having an
office or correspondent in
the United States)
SIGNATURE GUARANTEE
Name of Firm _________________
Address ______________________
Area Code
and Number ___________________
Authorized
Signature ____________________
Name _________________________
Title ________________________
Dated: ________________, 20__
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