Exhibit 1.2 Harcourt General, Inc. 1,372,213 Shares of Common Stock Purchase AgreementHarcourt General Inc • May 5th, 2000 • Retail-department stores • New York
Joint Filing AgreementJoint Filing Agreement • June 16th, 1997 • Harcourt General Inc • Retail-department stores
1 FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of July , 1997, among HARCOURT GENERAL, INC. (formerly known as General Cinema Corporation), a Delaware corporation (the "Company"), and Bankers Trust Company, a banking...First Supplemental Indenture • July 2nd, 1997 • Harcourt General Inc • Retail-department stores • New York
dated as of July 18, 1997 amongCredit Agreement • September 15th, 1997 • Harcourt General Inc • Retail-department stores • New York
DEFERRED COMPENSATION AGREEMENT AGREEMENT made as of the 15th day of December, 1994, by and between Harcourt General, Inc., a Delaware corporation (the "Company"), and Richard A. Smith (the "Executive") WHEREAS the Executive is Chairman of the Board...Deferred Compensation Agreement • January 26th, 1996 • Harcourt General Inc • Retail-department stores
betweenDistribution Agreement • October 28th, 1999 • Harcourt General Inc • Retail-department stores • Massachusetts
ARTICLE I THE MERGERExecution Copy • May 27th, 1999 • Harcourt General Inc • Retail-department stores • Delaware
AND IBJ SCHRODER BANK & TRUST COMPANY, as TrusteeIndenture • July 22nd, 1997 • Harcourt General Inc • Retail-department stores
1 Harcourt General, Inc. Underwriting AgreementUnderwriting Agreement • July 2nd, 1997 • Harcourt General Inc • Retail-department stores • New York
dated as of July 18, 1997 amongCredit Agreement • July 25th, 1997 • Harcourt General Inc • Retail-department stores • New York
AMENDED AND RESTATED INTERCOMPANY SERVICES AGREEMENT This Amended and Restated Intercompany Services Agreement ("Agreement"), dated as of November 1, 1995, between Harcourt General, Inc., a Delaware corporation ("Harcourt"), and GC Companies, Inc., a...Intercompany Services Agreement • January 26th, 1996 • Harcourt General Inc • Retail-department stores • Massachusetts
TERMINATION PROTECTION AGREEMENTTermination Protection Agreement • September 14th, 2000 • Harcourt General Inc • Retail-department stores • Massachusetts
Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Company. The Company believes that its best interests will be served if Executive is encouraged to remain with the Company or its Subsidiaries. The Company has determined that Executive's ability to perform Executive's responsibilities and utilize Executive's talents for the benefit of the Company, and the Company's ability to retain Executive as an employee, will be significantly enhanced if Executive is provided with fair and reasonable protection from the risks of a change in control of the Company. Accordingly, the Company and Executive agree as follows:
BETWEENDistribution Agreement • September 14th, 1999 • Harcourt General Inc • Retail-department stores • Massachusetts
EXHIBIT 10.10 AMENDED AND RESTATED INTERCOMPANY SERVICES AGREEMENT This Amended and Restated Intercompany Services Agreement ("Agreement"), dated as of November 1, 1999, between Harcourt General, Inc., a Delaware corporation ("Harcourt General"), and...Intercompany Services Agreement • January 28th, 2000 • Harcourt General Inc • Retail-department stores • Massachusetts
APPENDIX A AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 1, 1999, amending and restating the AGREEMENT AND PLAN OF MERGER dated as of May 14, 1999 (this "Agreement"), among THE NEIMAN MARCUS GROUP, INC., a Delaware corporation...Appendix a Amended and Restated Agreement and Plan of Merger • September 14th, 1999 • Harcourt General Inc • Retail-department stores • Delaware
Execution Counterpart AMENDED AND RESTATED REIMBURSEMENT AND SECURITY AGREEMENTReimbursement and Security Agreement • October 24th, 2000 • Harcourt General Inc • Retail-department stores • Massachusetts
EXHIBIT(e)(5) LEASE RESOLUTION AGREEMENT WHEREAS, in December 1993, Harcourt General, Inc. ("Harcourt") formed GC Companies, Inc. ("GC") to hold the stock of all of Harcourt's subsidiaries engaged in the operation of movie theatres, and distributed...Lease Resolution Agreement • November 8th, 2000 • Harcourt General Inc • Retail-department stores • Massachusetts
W I T N E S S E T H _ _ _ _ _ _ _ _ _ _Credit Agreement • January 28th, 1999 • Harcourt General Inc • Retail-department stores • New York
HARCOURT GENERAL, INC. 27 BOYLSTON STREET CHESTNUT HILL, MASSACHUSETTS 02167 December 17, 1996 Mr. Robert J. Tarr, Jr. President and Chief Executive Officer Harcourt General, Inc. 27 Boylston Street Chestnut Hill, MA 02167 Dear Bob: This letter...Harcourt General Inc • January 28th, 1997 • Retail-department stores • Massachusetts
November 8, 2000 Dear Stockholder: We are pleased to inform you that on October 27, 2000, Harcourt General, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Reed Elsevier Inc. ("Parent") and REH Mergersub...Harcourt General Inc • November 8th, 2000 • Retail-department stores
EXHIBIT 10.8(b) Amendment to Split Dollar Life Insurance Agreement This is an Amendment to a Split Dollar Life Insurance Agreement entered into as of June 21, 1990 (the "1990 Agreement") by and between Harcourt General, Inc. (the "Corporation") and...Harcourt General Inc • January 28th, 1999 • Retail-department stores
