ANDFirst Supplemental Indenture • December 11th, 1995 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
3 4 If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of...Underwriting Agreement • December 12th, 1995 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
364-DAY CREDIT AGREEMENTCredit Agreement • March 8th, 2001 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Agreement is made by and between Houghton Mifflin Company (the "Company") and Anthony Lucki (the "Executive"). Whereas, the operations of the Company and its Affiliates are a complex matter requiring direction...Employment Agreement • October 1st, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • Massachusetts
OFFICE LEASEOffice Lease • March 8th, 2001 • Houghton Mifflin Co • Books: publishing or publishing & printing • Illinois
HOUGHTON MIFFLIN COMPANY and THE FIRST NATIONAL BANK OF BOSTON, Rights AgentRights Agreement • March 26th, 1996 • Houghton Mifflin Co • Books: publishing or publishing & printing • Massachusetts
LEASE betweenLease Agreement • March 25th, 1997 • Houghton Mifflin Co/Fa • Books: publishing or publishing & printing • Massachusetts
AGREEMENTExecutive Employment Agreement • March 26th, 1996 • Houghton Mifflin Co • Books: publishing or publishing & printing • Massachusetts
CONFORMED COPY =========================================================================== AGREEMENT AND PLAN OF MERGER Dated as of June 1, 2001Merger Agreement • June 5th, 2001 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
1 Exhibit 2 STOCK AND ASSET PURCHASE AGREEMENT ---------------------------------- THIS STOCK AND ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of the 25th day of September, 1995, by and between RAYTHEON COMPANY, a Delaware corporation (the...Stock and Asset Purchase Agreement • November 15th, 1995 • Houghton Mifflin Co • Books: publishing or publishing & printing • Massachusetts
1 EXHIBIT 4.3 HOUGHTON MIFFLIN COMPANY MEDIUM-TERM NOTES DUE MORE THAN NINE MONTHS FROM DATE OF ISSUE CALCULATION AGENT AGREEMENT THIS AGREEMENT dated as of March 6, 1996, between Houghton Mifflin Company, a Massachusetts corporation (hereinafter...Calculation Agent Agreement • March 7th, 1996 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
ARTICLE ITrust Agreement • March 25th, 1998 • Houghton Mifflin Co • Books: publishing or publishing & printing • Massachusetts
1 Exhibit 1 HOUGHTON MIFFLIN COMPANY Medium-Term Notes Due from 9 Months to 30 Years from Date of Issue DISTRIBUTION AGREEMENTDistribution Agreement • March 7th, 1996 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
EXHIBIT 10.2 AMENDMENT TO SPECIAL RETENTION AGREEMENT This Amendment (the "Amendment") is made this 25th day of July, 2003 (the "Effective Date"), in order to amend certain terms of the Special Retention Agreement, dated September 9, 2002 (the...Special Retention Agreement • October 1st, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing
andRenewed Rights Agreement • August 12th, 1997 • Houghton Mifflin Co • Books: publishing or publishing & printing • Massachusetts
Houghton Mifflin Company Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
Houghton Mifflin Company, a Massachusetts corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 8.250% Senior Notes due 2011 (the “Senior Notes”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
PLEDGE AND SECURITY AGREEMENT dated as of December 30, 2002 between VERSAILLES U.S. HOLDING INC. AND THE OTHER GRANTORS PARTY HERETO and CANADIAN IMPERIAL BANK OF COMMERCE, as the Collateral TrusteePledge and Security Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of December 30, 2002 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and CANADIAN IMPERIAL BANK OF COMMERCE, as Collateral Trustee for the Secured Parties (as herein defined) (in such capacity as Collateral Trustee, the “Collateral Trustee”).
Exhibit (10)(ii)(D) SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this "Sublease") is made and entered into this 6th day of February, 1996, between New England Mutual Life Insurance Company, a Massachusetts corporation ("Sublandlord"), and Houghton...Sublease Agreement • March 25th, 1997 • Houghton Mifflin Co/Fa • Books: publishing or publishing & printing
1 Exhibit (10)(iii)(A) Form of Key Managers' Severance Agreement CHANGE-IN- CONTROL SEVERANCE AGREEMENT AGREEMENT made effective as of the [____] day of [____________], 2000, between Houghton Mifflin Company, a Massachusetts corporation (the...Severance Agreement • March 8th, 2001 • Houghton Mifflin Co • Books: publishing or publishing & printing • Massachusetts
1 Exhibit (10)(iii)(A) CHANGE-IN-CONTROL SEVERANCE AGREEMENT AGREEMENT made this 22nd day of December, 2000, between Houghton Mifflin Company, a Massachusetts corporation (the "Company"), and Nader F. Darehshori (the "Executive") (the "Agreement"),...Change-in-Control Severance Agreement • March 8th, 2001 • Houghton Mifflin Co • Books: publishing or publishing & printing • Massachusetts
Houghton Mifflin Company Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
Houghton Mifflin Company, a Massachusetts corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 9.875% Senior Subordinated Notes due 2013 (the “Subordinated Notes”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
FIRST SUPPLEMENTAL INDENTURE Dated as of July 27, 1995Supplemental Indenture • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
FIRST SUPPLEMENTAL INDENTURE dated as of July 27, 1995 (this “Supplemental Indenture”), made and entered into by and between HOUGHTON MIFFLIN COMPANY, a corporation organized and existing under the laws of the Commonwealth of Massachusetts having its principal office at 222 Berkeley Street, Boston, Massachusetts 02116 (the “Company”), and THE FIRST NATIONAL BANK OF BOSTON, a national banking association, as trustee (the “Trustee”).
STOCKHOLDERS AGREEMENT among Versailles U.S. Holding Inc. (soon to be renamed Houghton Mifflin Holdings, Inc.) Houghton Mifflin Company and Certain Stockholders of Versailles U.S. Holding Inc Dated as of December 30, 2002Stockholders Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • Delaware
Versailles U.S. Holding Inc., a Delaware corporation, which will soon be renamed Houghton Mifflin Holdings, Inc. (the "Company");
QuickLinks -- Click here to rapidly navigate through this documentEmployment Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing
It gives me great pleasure to extend this letter of agreement, confirming an offer for you to join Houghton Mifflin Company (the "Company") as Executive Vice President, Chief Operating Officer reporting directly to me.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture") is dated as of February 7, 2003, by and among Houghton Mifflin Company, a Massachusetts company (the "Company"), and State Street Bank and Trust Company, as successor to The First National Bank of Boston (the "Trustee").
ContractIndependent Consultant Agreement • August 10th, 2006 • Houghton Mifflin Co • Books: publishing or publishing & printing
TWO TWENTY TWO BERKELEY STREET Boston, Massachusetts FOURTH AMENDMENT TO LEASE Houghton Mifflin CompanyLease • November 10th, 2005 • Houghton Mifflin Co • Books: publishing or publishing & printing
THIS FOURTH AMENDMENT TO LEASE (“Fourth Amendment”) is made as of July 28, 2005, by and between TWO TWENTY TWO BERKELEY VENTURE, a joint venture, having an office at 222 Berkeley Street, Suite 1420, Boston, Massachusetts 02116 (hereinafter, “Landlord” or the “222 Berkeley Landlord”) and HOUGHTON MIFFLIN COMPANY, a Massachusetts corporation with an address at 222 Berkeley Street, Boston, MA 02116 (hereinafter, “Tenant”).
QuickLinks -- Click here to rapidly navigate through this documentEmployment Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
Houghton Mifflin Company (the "Company"), a wholly-owned subsidiary of Vivendi Universal, S.A. ("Parent"), agrees to employ you and you agree to accept employment upon the terms and conditions set forth in this agreement (the "Agreement").
FIRST AMENDMENT TO LEASELease • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made as of the 25th day of July, 2002, by and among DAVIS CHURCH OFFICE DEVELOPMENT, L.L.C., a Delaware limited liability company (“Landlord”), and HOUGHTON MIFFLIN COMPANY, a Massachusetts corporation (“Tenant”).
SEPARATION AGREEMENTSeparation Agreement • August 11th, 2005 • Houghton Mifflin Co • Books: publishing or publishing & printing • Massachusetts
The purpose of this Separation Agreement including Exhibit A and Exhibit B, referred to as the “Agreement”) is to set forth the terms of your separation from Houghton Mifflin Company (the “Company”). Payment of the Severance Benefits described below is contingent on your agreement to and compliance with the terms of this Agreement, as set forth below.
QuickLinks -- Click here to rapidly navigate through this documentEmployment Agreement • July 10th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • Massachusetts
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing
THIS AMENDMENT NO. 1 to Share Purchase Agreement (this “Amendment”) is entered into as of this 29th day of December, 2002, by and among Vivendi Universal S.A., a société anonyme organized under the laws of France (“Parent”), Vivendi Communications North America, Inc., a Delaware corporation (“Seller”), and Versailles Acquisition Corporation, a Delaware corporation (“Purchaser”).
Share Purchase Agreement between Vivendi Universal, S.A., Vivendi Communications North America, Inc. and Versailles Acquisition Corporation dated November 4, 2002Share Purchase Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of , 2002, among VIVENDI UNIVERSAL, S.A., a société anonyme organized under the laws of France (“Parent”), VIVENDI COMMUNICATIONS NORTH AMERICA, INC., a Delaware corporation (“Seller”), and VERSAILLES ACQUISITION CORPORATION, a Delaware corporation (“Purchaser”).
SECOND AMENDMENT TO THE AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 30th, 2006 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
SECOND AMENDMENT, dated as of November 22, 2005 (this “Amendment”), to the Amended and Restated Credit and Guaranty Agreement, dated as of March 5, 2003 (as amended by the First Amendment, dated October 3, 2003, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Houghton Mifflin Company (“HM”), Houghton Mifflin Holdings, Inc. (“Holding”), each lender from time to time party to the Credit Agreement (the “Lenders”), CIBC World Markets Corp. and Goldman Sachs Credit Partners L.P. (“GSCP”), as Joint Lead Arrangers and Joint Bookrunners, GSCP and Deutsche Bank Securities Inc., as Co-Syndication Agents, Canadian Imperial Bank of Commerce, as Administrative Agent and Collateral Trustee, Fleet Securities Inc. and Bank One, N.A., as Co-Documentation Agents, and General Electric Capital Corporation, as Senior Managing Agent.
MANAGEMENT AGREEMENTManagement Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • Delaware
This Management Agreement (this "Agreement") is entered into as of December 30, 2002 by and between Houghton Mifflin Company, a Massachusetts corporation (the "Company"), Versailles U.S. Holding Inc., a Delaware corporation, soon to be renamed Houghton Mifflin Holdings, Inc. ("Holdings"), THL Managers V, L.L.C., a Delaware limited liability company ("THL"), Bain Capital Partners, LLC, a Delaware limited liability company ("Bain") and Blackstone Management Partners III L.L.C., a Delaware limited liability company ("Blackstone," and together with THL and Bain, the "Managers").
