STOCK AND ASSET PURCHASE AGREEMENT dated as of April 23, 2015 by and amongStock 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”).
THIRD AMENDMENT TO THE SUPERPRIORITY SENIOR SECURED DEBTOR-IN- POSSESSION AND EXIT REVOLVING CREDIT AGREEMENTCredit 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
