Houghton Mifflin Harcourt Co Sample Contracts

Underwriting Agreement
Underwriting Agreement • May 20th, 2015 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • New York

The stockholders named in Schedule II hereto (the "Selling Stockholders") of Houghton Mifflin Harcourt Company, a Delaware corporation (the "Company"), severally and not jointly, propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 10,575,300 shares (the "Firm Shares") and, at the election of the Underwriters, up to 1,586,295 additional shares (the "Optional Shares") of common stock, par value $0.01 per share ("Stock"), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares."

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INDEMNIFICATION AGREEMENT by and between HMH HOLDINGS (DELAWARE), INC. and as Indemnitee Dated as of
Indemnification Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • Delaware

INDEMNIFICATION AGREEMENT, dated effective as of [ ] (this “Agreement”), by and between HMH Holdings (Delaware), Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.

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AGREEMENT AND PLAN OF MERGER by and among HOUGHTON MIFFLIN HARCOURT COMPANY, HARBOR PURCHASER INC. and HARBOR HOLDING CORP. Dated as of February 21, 2022
Merger Agreement • February 22nd, 2022 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of this 21st day of February, 2022, by and among Harbor Holding Corp., a Delaware corporation (the “Parent”), Harbor Purchaser Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and Houghton Mifflin Harcourt Company, a Delaware corporation (the “Company”). Capitalized terms used by not otherwise defined herein shall have the meanings specified in Article IX.

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SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 22, 2019 among HOUGHTON MIFFLIN HARCOURT COMPANY, as Holdings, HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., HMH PUBLISHERS LLC and HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY,...
Revolving Credit Agreement • November 25th, 2019 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • New York

This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 22, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among HOUGHTON MIFFLIN HARCOURT COMPANY, a company organized under the laws of the State of Delaware (“Holdings”), HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., a corporation organized under the laws of the State of Delaware (“HMHP”), HMH PUBLISHERS LLC, a limited liability company organized under the laws of the State of Delaware (“Publishers”), HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, a corporation organized under the laws of the Commonwealth of Massachusetts (“HMCo”, and together with HMHP and Publishers, collectively, the “Borrowers” and each, a “Borrower”), the Subsidiary Guarantors (as defined in Article I), the Lenders (as defined in Article I), CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and CITIBANK, N.A., as col

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AMENDED AND RESTATED TERM FACILITY GUARANTEE AND COLLATERAL AGREEMENT dated as of May 22, 2012 As amended and restated as of May 29, 2015 among HOUGHTON MIFFLIN HARCOURT COMPANY, HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., HMH PUBLISHERS LLC, HOUGHTON...
Term Facility Guarantee and Collateral Agreement • May 29th, 2015 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • New York

AMENDED AND RESTATED TERM FACILITY GUARANTEE AND COLLATERAL AGREEMENT dated as of May 22, 2012 (as amended and restated on May 29, 2015) among HOUGHTON MIFFLIN HARCOURT COMPANY, a corporation organized under the laws of the State of Delaware (“HMH Holdings” or “Holdings”), HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., a corporation organized under the laws of the State of Delaware (“HMHP”), HMH PUBLISHERS LLC, a limited liability company organized under the laws of the State of Delaware (“Publishers”), HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, a corporation organized under the laws of the Commonwealth of Massachusetts (“HMCo”, and, together with HMHP and Publishers, collectively, the “Borrowers” and each a “Borrower”), the subsidiaries of Holdings from time to time party hereto and Citibank, N.A. (together with its affiliates, “Citibank”), as collateral agent (in such capacity, together with any successor in such capacity, the “Collateral Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • Massachusetts

INDEMNIFICATION AGREEMENT, dated effective as of June 12, 2012 (this “Agreement”), by and between HMH Holdings (Delaware), Inc., a Delaware corporation (the “Company”), and Eric Shuman (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.

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STOCK AND ASSET PURCHASE AGREEMENT dated as of April 23, 2015 by and among
Stock and Asset Purchase Agreement • April 24th, 2015 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • Delaware

This STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of April 23, 2015, by and among Houghton Mifflin Harcourt Publishing Company, a Massachusetts corporation (the “Purchaser”), Scholastic Corporation, a Delaware corporation (the “Parent Seller”), and Scholastic Inc., a New York corporation (a “Seller” and, together with the Parent Seller, the “Sellers”).

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SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of November 22, 2019 among HOUGHTON MIFFLIN HARCOURT COMPANY, as Holdings, HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., HMH PUBLISHERS LLC and HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY,...
Term Loan Credit Agreement • November 25th, 2019 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • New York

This SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of November 22, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among HOUGHTON MIFFLIN HARCOURT COMPANY, a company organized under the laws of the State of Delaware (“Holdings”), HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., a corporation organized under the laws of the State of Delaware (“HMHP”), HMH PUBLISHERS LLC, a limited liability company organized under the laws of the State of Delaware (“Publishers”), HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, a corporation organized under the laws of the Commonwealth of Massachusetts (“HMCo”, and together with HMHP and Publishers, collectively, the “Borrowers” and each a “Borrower”), the Subsidiary Guarantors (as defined in Article I), the Lenders (as defined in Article I), CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and CITIBANK, N.A., as coll

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ASSET PURCHASE AGREEMENT BY AND BETWEEN HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY AND HarperCollins Publishers L.L.C. AND NEWS CORPORATION (SOLELY FOR PURPOSES OF SECTION 7.10) March 26, 2021
Asset Purchase Agreement • March 29th, 2021 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • Delaware

This ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of March 26, 2021 by and between Houghton Mifflin Harcourt Publishing Company, a Massachusetts corporation (“Seller”), HarperCollins Publishers L.L.C., a Delaware limited liability company (“Buyer”), and, solely for purposes of Section 7.10, News Corporation, a Delaware corporation (“News”). Seller and Buyer are sometimes referred to herein individually as a “Party” and together as the “Parties.”

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FOURTH AMENDMENT TO THE SUPERPRIORITY SENIOR SECURED DEBTOR-IN- POSSESSION AND EXIT REVOLVING CREDIT AGREEMENT
Superpriority Senior Secured Debtor-in-Possession and Exit Revolving Credit Agreement • May 20th, 2015 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • New York

This FOURTH AMENDMENT (“Fourth Amendment”), dated as of May 19, 2015 is entered into by and among HOUGHTON MIFFLIN HARCOURT COMPANY, a corporation organized under the laws of the State of Delaware (“HMH Holdings” or “Holdings”), HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., a corporation organized under the laws of the State of Delaware (“HMHP”), HMH PUBLISHERS LLC, a limited liability company organized under the laws of the State of Delaware (“Publishers”), HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, a corporation organized under the laws of the Commonwealth of Massachusetts (“HMCo”, and together with HMHP and Publishers, collectively, the “Borrowers” and each a “Borrower”), each of the Subsidiary Guarantors listed on Schedule 1 hereto, each of the Lenders listed on the signature pages hereto, CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and CITIBANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the L

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CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE
Severance Agreement • February 22nd, 2018 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • Massachusetts

The purpose of this Confidential Severance Agreement and General Release is to set forth the terms of Mary Cullinane’s (“you” or “your”) separation from Houghton Mifflin Harcourt Publishing Company and/or any of its affiliates (collectively, the “Company”) and your eligibility for severance benefits under the Houghton Mifflin Harcourt Publishing Company ELT Severance Plan (the “Severance Plan”). You are entitled to the severance benefits described below only if you agree to and comply with the terms of this Agreement.

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AMENDMENT NO. 3 TO THE SUPERPRIORITY SENIOR SECURED DEBTOR-IN- POSSESSION AND EXIT TERM LOAN CREDIT AGREEMENT AND AMENDMENT NO. 1 TO THE TERM FACILITY GUARANTEE AND COLLATERAL AGREEMENT
Superpriority Senior Secured Debtor-in-Possession and Exit Term Loan Credit Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • New York

SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT TERM LOAN CREDIT AGREEMENT dated as of May 22, 2012, among HMH Holdings (Delaware), Inc., a company organized under the laws of the State of Delaware (“HMH Holdings” or “Holdings”), HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., a corporation organized under the laws of the State of Delaware (“HMHP”), HMH PUBLISHERS LLC, a limited liability company organized under the laws of the State of Delaware (“Publishers”), HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, a corporation organized under the laws of the Commonwealth of Massachusetts (“HMCo”, and together with HMHP and Publishers, and together with any of their successors pursuant to the Approved Plan of Reorganization (as defined in Article I), collectively, the “Borrowers” and each a “Borrower”), the Subsidiary Guarantors (as defined in Article I), each of which is a debtor and debtor-in-possession (each, a “Debtor”) in the Chapter 11 Cases (as hereinafter defined), the Lenders (a

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HOUGHTON MIFFLIN HARCOURT COMPANY STOCK OPTION AWARD NOTICE
Stock Option Award Agreement • February 22nd, 2018 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • Delaware

Houghton Mifflin Harcourt Company (the “Company”) has previously established the Houghton Mifflin Harcourt Company 2015 Omnibus Incentive Plan (the “Plan”) and, pursuant thereto, the Company desires to grant to the Person identified on Schedule I hereto (the “Grantee”) an option to acquire ownership of shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), as of May 9, 2017 (the “Grant Date”), subject to the terms and conditions set forth in this notice (“Award Notice”).

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AMENDMENT NO. 4 TO THE SUPERPRIORITY SENIOR SECURED DEBTOR-IN- POSSESSION AND EXIT TERM LOAN CREDIT AGREEMENT
Superpriority Senior Secured Debtor-in-Possession and Exit Term Loan Credit Agreement • January 16th, 2014 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • New York
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CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE
Severance Agreement • February 27th, 2020 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • Massachusetts

The purpose of this Confidential Severance Agreement and General Release (the “Agreement”) is to set forth the terms of Lee R. Ramsayer’s (“you” or “your”) separation from Houghton Mifflin Harcourt Publishing Company and/or any of its affiliates (collectively, the “Company”) and your eligibility for severance benefits under the Houghton Mifflin Harcourt Publishing Company ELT Severance Plan (the “Severance Plan”). You are entitled to the severance benefits described below only if you agree to and comply with the terms of this Agreement.

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 23rd, 2022 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated and effective as of March 21, 2022, is entered into by and among Harbor Holding Corp., a Delaware corporation (the “Parent”), Harbor Purchaser Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Purchaser”), and Houghton Mifflin Harcourt Company, a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Merger Agreement (as defined below).

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William F. Bayers Executive Vice President, Secretary & General Counsel
Confirmation of Compensation Arrangement • November 3rd, 2016 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing
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HOUGHTON MIFFLIN HARCOURT COMPANY
Investor Rights Agreement • March 6th, 2014 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing

Reference is made to that certain investor rights agreement, dated as of June 22, 2012 (as amended from time to time, the “Investor Rights Agreement”), by and among Houghton Mifflin Harcourt Company (f/k/a HMH Holdings (Delaware), Inc.), a Delaware corporation (the “Company”), and the stockholders party thereto (the “Holders”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Investor Rights Agreement.

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Warrant Number: ___ Shares
Warrant Agreement • October 4th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • Delaware

THIS WARRANT HAS BEEN, AND THE COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE “WARRANT SHARES,” AND TOGETHER WITH THIS WARRANT, THE “SECURITIES”) WILL BE, ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 1145 OF THE BANKRUPTCY REFORM ACT OF 1978, AS AMENDED (THE “BANKRUPTCY CODE”). THE SECURITIES MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), PROVIDED THAT THE HOLDER IS NOT DEEMED TO BE AN UNDERWRITER AS SUCH TERM IS DEFINED IN SECTION 1145(b) OF THE BANKRUPTCY CODE. IF THE HOLDER IS DEEMED TO BE AN UNDERWRITER AS SUCH TERM IS DEFINED IN SECTION 1145(b) OF THE BANKRUPTCY CODE, THEN THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW OR (2) THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTO

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SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT REVOLVING CREDIT AGREEMENT dated as of May 22, 2012 among HMH HOLDINGS (DELAWARE), INC., as Holdings, HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., HMH PUBLISHERS LLC and HOUGHTON MIFFLIN...
Superpriority Senior Secured Debtor-in-Possession and Exit Revolving Credit Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • New York

SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT REVOLVING CREDIT AGREEMENT dated as of May 22, 2012, among HMH Holdings (Delaware), Inc., a company organized under the laws of the State of Delaware (“HMH Holdings” or “Holdings”), HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., a corporation organized under the laws of the State of Delaware (“HMHP”), HMH PUBLISHERS LLC, a limited liability company organized under the laws of the State of Delaware (“Publishers”), HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, a corporation organized under the laws of the Commonwealth of Massachusetts (“HMCo”, and together with HMHP and Publishers, and together with any of their successors pursuant to the Approved Plan of Reorganization (as defined in Article I), collectively, the “Borrowers” and each, a “Borrower”), the Subsidiary Guarantors (as defined in Article I), each of which is a debtor and debtor-in-possession (each, a “Debtor”) in the Chapter 11 Cases (as hereinafter defined), the Lenders (

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AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 5th, 2018 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • Delaware

This Amendment No. 1 to Asset Purchase Agreement, dated October 1, 2018 (this “Amendment”), is made by and between Riverside Assessments, LLC, a Delaware limited liability company (“Buyer”), and Houghton Mifflin Harcourt Publishing Company, a Massachusetts corporation (“Seller”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Purchase Agreement (as defined below).

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INDENTURE Dated as of November 22, 2019 among HOUGHTON MIFFLIN HARCOURT PUBLISHERS, INC., HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY HMH PUBLISHERS LLC, as the Issuers, EACH OF THE GUARANTORS PARTY HERETO, U.S. BANK NATIONAL ASSOCIATION, as Trustee,...
Intercreditor Agreement • November 25th, 2019 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • New York

INDENTURE, dated as of November 22, 2019, among Houghton Mifflin Harcourt Publishers Inc., a Delaware corporation, Houghton Mifflin Harcourt Publishing Company, a Massachusetts corporation, and HMH Publishers LLC, a Delaware limited liability company (the “Issuers”), each of the Guarantors (as defined herein) listed on the signature pages hereto, U.S. Bank National Association, as trustee (the “Trustee”) and Citibank, N.A. as notes collateral agent (the “Collateral Agent”).

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FIRST AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT AND CONSENT TO RELEASE OF MORTGAGES
Credit Agreement • July 1st, 2019 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing

This FIRST AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT AND CONSENT TO RELEASE OF MORTGAGES, dated as of June 28, 2019 (this “Amendment”), is entered into by and among HOUGHTON MIFFLIN HARCOURT COMPANY (“Holdings”), HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., a Delaware corporation, HMH PUBLISHERS LLC, a Delaware limited liability company, and HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, a Massachusetts corporation (collectively, the “Borrowers”), the subsidiary guarantors party to this Amendment (the “Subsidiary Guarantors), the lenders party to this Amendment (the “Lenders”) and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

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LETTER WAIVER AND AMENDMENT NO. 2 TO THE CREDIT AGREEMENT Dated as of June 20, 2012
Credit Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing

We refer to the Superpriority Senior Secured Debtor-In-Possession and Exit Term Loan Credit Agreement dated as of May 22, 2012 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among the undersigned and you. Capitalized terms not otherwise defined in this Letter Waiver shall have the same meanings as specified in the Credit Agreement.

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Amendment to Nomination Agreement
Nomination Agreement • November 5th, 2020 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing

This Amendment to Nomination Agreement (the “Amendment”) is entered into as of November 4, 2020 by and between Houghton Mifflin Harcourt Company, a Delaware Corporation (the “Company”), and the stockholders party to the Nomination Agreement (as defined below) (collectively, the “Stockholder”). Capitalized terms used and not defined herein have the meanings assigned to them in the Nomination Agreement.

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NOMINATION AGREEMENT
Nomination Agreement • December 22nd, 2016 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing

This Nomination Agreement (this “Agreement”), dated as of December 21, 2016, by and among Houghton Mifflin Harcourt Company, a Delaware corporation (the “Company”), and the stockholders party hereto (collectively, the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 10.

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SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT TERM LOAN CREDIT AGREEMENT dated as of May 22, 2012 among HMH HOLDINGS (DELAWARE), INC., as Holdings HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., HMH PUBLISHERS LLC, and HOUGHTON MIFFLIN...
Superpriority Senior Secured Debtor-in-Possession and Exit Term Loan Credit Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • New York

SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT TERM LOAN CREDIT AGREEMENT dated as of May 22, 2012, among HMH Holdings (Delaware), Inc., a company organized under the laws of the State of Delaware (“HMH Holdings” or “Holdings”), HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., a corporation organized under the laws of the State of Delaware (“HMHP”), HMH PUBLISHERS LLC, a limited liability company organized under the laws of the State of Delaware (“Publishers”), HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, a corporation organized under the laws of the Commonwealth of Massachusetts (“HMCo”, and together with HMHP and Publishers, and together with any of their successors pursuant to the Approved Plan of Reorganization (as defined in Article I), collectively, the “Borrowers” and each a “Borrower”), the Subsidiary Guarantors (as defined in Article I), each of which is a debtor and debtor-in-possession (each, a “Debtor”) in the Chapter 11 Cases (as hereinafter defined), the Lenders (a

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2016 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing

This AMENDMENT (the “Amendment”), effective as of March 10, 2016 (the “Amendment Effective Date”), amends the Employment Agreement entered into effective as of August 1, 2013, by and between Houghton Mifflin Harcourt Company (f/k/a HMH Holdings (Delaware), Inc.) (or any successors thereto) (“HMH” or “Company”) and Eric Shuman (“Executive”) (the “Original Agreement”). All capitalized terms used herein will have the same meanings set forth in the Original Agreement.

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REVOLVING FACILITY GUARANTEE AND COLLATERAL AGREEMENT dated as of May 22, 2012 among HMH HOLDINGS (DELAWARE), INC., HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., HMH PUBLISHERS LLC, HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, the Subsidiaries of HMH...
Revolving Facility Guarantee and Collateral Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • New York

REVOLVING FACILITY GUARANTEE AND COLLATERAL AGREEMENT dated as of May 22, 2012 among HMH HOLDINGS (DELAWARE), INC., a corporation organized under the laws of the State of Delaware (“HMH Holdings” or “Holdings”), HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., a corporation organized under the laws of the State of Delaware (“HMHP”), HMH PUBLISHERS LLC, a limited liability company organized under the laws of the State of Delaware (“Publishers”), HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, a corporation organized under the laws of the Commonwealth of Massachusetts (“HMCo”, and, together with HMHP and Publishers and together with any of their successors pursuant to the Approved Plan of Reorganization, collectively, the “Borrowers” and each a “Borrower”), the subsidiaries of Holdings from time to time party hereto and Citibank, N.A. (together with its affiliates, “Citibank”), as collateral agent (in such capacity, together with any successor in such capacity, the “Collateral Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing

EMPLOYMENT AGREEMENT (this “Agreement”), effective as of December 1, 2010 (“Effective Date”), by and between Houghton Mifflin Harcourt Publishing Company, a Massachusetts corporation (the “Company”) and Bethlam Forsa (the “Executive”).

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THIRD AMENDMENT TO THE SUPERPRIORITY SENIOR SECURED DEBTOR-IN- POSSESSION AND EXIT REVOLVING CREDIT AGREEMENT
Superpriority Senior Secured Debtor-in-Possession and Exit Revolving Credit Agreement • April 24th, 2015 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • New York

This THIRD AMENDMENT (“Third Amendment”), dated as of April 23, 2015 is entered into by and among HOUGHTON MIFFLIN HARCOURT COMPANY, a corporation organized under the laws of the State of Delaware (“HMH Holdings” or “Holdings”), HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., a corporation organized under the laws of the State of Delaware (“HMHP”), HMH PUBLISHERS LLC, a limited liability company organized under the laws of the State of Delaware (“Publishers”), HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, a corporation organized under the laws of the Commonwealth of Massachusetts (“HMCo”, and together with HMHP and Publishers, collectively, the “Borrowers” and each a “Borrower”), each of the Subsidiary Guarantors listed on Schedule 1 hereto, each of the Lenders listed on the signature pages hereto, CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and CITIBANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the L

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FIRST AMENDMENT TO THE SUPERPRIORITY SENIOR SECURED DEBTOR-IN- POSSESSION AND EXIT REVOLVING CREDIT AGREEMENT
Superpriority Senior Secured Debtor-in-Possession and Exit Revolving Credit Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • New York

This FIRST AMENDMENT (“First Amendment”), dated as of June 20, 2012 is entered into by and among HMH HOLDINGS (DELAWARE), INC., a corporation organized under the laws of the State of Delaware (“HMH Holdings” or “Holdings”), HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., a corporation organized under the laws of the State of Delaware (“HMHP”), HMH PUBLISHERS LLC, a limited liability company organized under the laws of the State of Delaware (“Publishers”), HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, a corporation organized under the laws of the Commonwealth of Massachusetts (“HMCo”, and together with HMHP and Publishers, collectively, the “Borrowers” and each a “Borrower”), each of the Subsidiary Guarantors listed on Schedule 1 hereto, each of the Lenders listed on the signature pages hereto, CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and CITIBANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Lender

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • August 8th, 2019 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • Massachusetts

The purpose of this Confidential Separation Agreement and General Release (the “Agreement”) is to set forth the terms of Rosamund Else-Mitchell’s (“you” or “your”) separation from Houghton Mifflin Harcourt Publishing Company and/or any of its affiliates (collectively, the “Company”) effective June 28, 2019 (the “Separation Date”) and your eligibility for the Separation Benefits described below. You are entitled to the Separation Benefits only if you agree to and comply with the terms of this Agreement.

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WARRANT AGREEMENT
Warrant Agreement • October 4th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • Delaware

WARRANT AGREEMENT (this “Agreement”), dated as of June 22, 2012, between HMH Holdings (Delaware), Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (collectively, the “Warrant Agent” or individually “Computershare” and the “Trust Company”, respectively).

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AMENDED AND RESTATED REVOLVING FACILITY GUARANTEE AND COLLATERAL AGREEMENT dated as of May 22, 2012 As amended and restated as of July 22, 2015 among HOUGHTON MIFFLIN HARCOURT COMPANY, HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., HMH PUBLISHERS LLC,...
Revolving Facility Guarantee and Collateral Agreement • July 23rd, 2015 • Houghton Mifflin Harcourt Co • Books: publishing or publishing & printing • New York

AMENDED AND RESTATED REVOLVING FACILITY GUARANTEE AND COLLATERAL AGREEMENT dated as of May 22, 2012 (as amended and restated on July 22, 2015) among HOUGHTON MIFFLIN HARCOURT COMPANY, a corporation organized under the laws of the State of Delaware (“Holdings”), HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., a corporation organized under the laws of the State of Delaware (“HMHP”), HMH PUBLISHERS LLC, a limited liability company organized under the laws of the State of Delaware (“Publishers”), HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, a corporation organized under the laws of the Commonwealth of Massachusetts (“HMCo”, and, together with HMHP and Publishers, collectively, the “Borrowers” and each a “Borrower”), the subsidiaries of Holdings from time to time party hereto and Citibank, N.A. (together with its affiliates, “Citibank”), as collateral agent (in such capacity, together with any successor in such capacity, the “Collateral Agent”).

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