Underwriting AgreementUnderwriting 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."
FOURTH AMENDMENT TO THE SUPERPRIORITY SENIOR SECURED DEBTOR-IN- POSSESSION AND EXIT REVOLVING CREDIT AGREEMENTCredit 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
