AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of March 5, 2003 among HOUGHTON MIFFLIN COMPANY (as successor in interest to VERSAILLES ACQUISITION CORPORATION), HOUGHTON MIFFLIN HOLDINGS, INC. (as successor in interest to VERSAILLES U.S....Credit and Guaranty Agreement • November 25th, 2003 • Hm Publishing Corp • New York
This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of March 5, 2003, is entered into by and among HOUGHTON MIFFLIN COMPANY (as successor in interest to Versailles Acquisition Corporation), a Massachusetts corporation ("HM"), HOUGHTON MIFFLIN HOLDINGS, INC. (as successor in interest to Versailles U.S. Holding Inc.), a Delaware corporation ("Holding"), the Lenders party hereto from time to time, CIBC WORLD MARKETS CORP. ("CIBCWM") and GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as Joint Lead Arrangers and Joint Bookrunners (in such capacities, each a "Joint Lead Arranger" and collectively, the "Joint Lead Arrangers"), GSCP and DEUTSCHE BANK SECURITIES INC. ("DB"), as Co-Syndication Agents (in such capacity, each a "Co-Syndication Agent" and collectively, the "Co-Syndication Agents"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as Administrative Agent (together with its permitted successors in such capacity, "Administrative Agent") and as Collateral Trustee (together with
HM Publishing Corp. 111/2% Senior Discount Notes due 2013 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • November 25th, 2003 • Hm Publishing Corp • New York
Deutsche Bank Securities Inc. CIBC World Markets Corp. Goldman, Sachs & Co. Fleet Securities, Inc. Banc One Capital Markets, Inc. As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005
