AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of March 5, 2003 among HOUGHTON MIFFLIN COMPANY (as successor in interest to VERSAILLES ACQUISITION CORPORATION), HOUGHTON MIFFLIN HOLDINGS, INC. (as successor in interest to VERSAILLES U.S....Credit and Guaranty Agreement • November 25th, 2003 • Hm Publishing Corp • New York
This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of March 5, 2003, is entered into by and among HOUGHTON MIFFLIN COMPANY (as successor in interest to Versailles Acquisition Corporation), a Massachusetts corporation ("HM"), HOUGHTON MIFFLIN HOLDINGS, INC. (as successor in interest to Versailles U.S. Holding Inc.), a Delaware corporation ("Holding"), the Lenders party hereto from time to time, CIBC WORLD MARKETS CORP. ("CIBCWM") and GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as Joint Lead Arrangers and Joint Bookrunners (in such capacities, each a "Joint Lead Arranger" and collectively, the "Joint Lead Arrangers"), GSCP and DEUTSCHE BANK SECURITIES INC. ("DB"), as Co-Syndication Agents (in such capacity, each a "Co-Syndication Agent" and collectively, the "Co-Syndication Agents"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as Administrative Agent (together with its permitted successors in such capacity, "Administrative Agent") and as Collateral Trustee (together with
HM Publishing Corp. 111/2% Senior Discount Notes due 2013 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • November 25th, 2003 • Hm Publishing Corp • New York
Deutsche Bank Securities Inc. CIBC World Markets Corp. Goldman, Sachs & Co. Fleet Securities, Inc. Banc One Capital Markets, Inc. As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005
SUBLEASE AGREEMENTSublease Agreement • May 15th, 2006 • Hm Publishing Corp • Books: publishing or publishing & printing
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of the 12th day of January 2006 (“Effective Date”), by and between SARA LEE COFFEE & TEA NORTH AMERICA, a division of Sara Lee/DE International BV, a corporation organized under the laws of The Netherlands (“Sublandlord”), and HOUGHTON MIFFLIN CO., a Massachusetts corporation (“Subtenant”).
LANDLORD CONSENT TO SUBLEASEHm Publishing Corp • May 15th, 2006 • Books: publishing or publishing & printing
THIS LANDLORD CONSENT TO SUBLEASE (“Consent Agreement”) is entered into as of the 12th day of January, 2006, by and among 3800 GOLF ROAD LLC, a Delaware limited liability company (“Landlord”), SARA LEE COFFEE & TEA NORTH AMERICA, a division of Sara Lee/DE International BV, a corporation organized under the laws of the Netherlands (“Sublandlord”), and HOUGHTON MIFFLIN CO., a Massachusetts corporation (“Subtenant”).
FORM OF EMPLOYMENT SECURITY AGREEMENTEmployment Security Agreement • March 26th, 2004 • Hm Publishing Corp • Books: publishing or publishing & printing • Massachusetts
This Agreement (the “Agreement”) is made as of [ ] 2003 (the “Effective Date”) by and between Houghton Mifflin Company (the “Company”) and [ ] (the “Executive”).
December 23, 2003 Mr. Hans Gieskes Westwood, MA 02090-1729 Dear Hans:Hm Publishing Corp • March 26th, 2004 • Books: publishing or publishing & printing
This Agreement amends the letter agreement between you and Houghton Mifflin Company (“Houghton Mifflin”) dated June 29, 2003 regarding your resignation and separation arrangements (the “Separation Agreement”).
STOCK PURCHASE AGREEMENT among HOUGHTON MIFFLIN COMPANY, PROMISSOR, INC., NCS PEARSON, INC. and PEARSON AUTUMN ACQUISITION, INC. Dated as of January 23, 2006Stock Purchase Agreement • May 15th, 2006 • Hm Publishing Corp • Books: publishing or publishing & printing • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of January 23, 2006 among Promissor, Inc., a Delaware corporation (the “Company”), Houghton Mifflin Company, a Massachusetts corporation and the holder of all of the outstanding capital stock of the Company (the “Seller”), Pearson Autumn Acquisition, Inc., a Delaware corporation (the “Buyer”) and NCS Pearson, Inc. a Minnesota Corporation (the “Guarantor”).
