CREDIT AGREEMENT Dated as of March 31, 2004Credit Agreement • April 2nd, 2004 • Scholastic Corp • Books: publishing or publishing & printing • New York
Contract Type FiledApril 2nd, 2004 Company Industry JurisdictionThis CREDIT AGREEMENT is by and among SCHOLASTIC CORPORATION, a Delaware corporation (the "Holding Company"), and SCHOLASTIC INC., a New York corporation (the "Operating Company"; the Holding Company and the Operating Company are, collectively, the "Borrowers" and, individually, each a "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC., as joint lead arrangers, JPMORGAN CHASE BANK and FLEET NATIONAL BANK, as syndication agents, and CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent") for the Lenders (as hereinafter defined). The parties hereto hereby agree as follows: