ContractHoughton Mifflin Co • August 10th, 2006 • Books: publishing or publishing & printing
FIRST AMENDED AND RESTATED STOCKHOLDERS AGREEMENT among Houghton Mifflin Holding Company, Inc. Houghton Mifflin, LLC Houghton Mifflin Finance, Inc. Houghton Mifflin Holdings, Inc. Houghton Mifflin Company HM Publishing Corp. and Certain Stockholders...Stockholders Agreement • August 10th, 2006 • Houghton Mifflin Co • Books: publishing or publishing & printing • Delaware
This Stockholders Agreement (as amended the “Agreement”) was initially made as of December 30, 2002 and is amended and restated as of May 9, 2006 and made effective as of the dates set forth in Section 1.1 hereof by and among:
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • August 10th, 2006 • Houghton Mifflin Co • Books: publishing or publishing & printing • Delaware
This Amended and Restated Management Agreement (as amended the “Agreement”) is entered into as of May 9, 2006 by and between Houghton Mifflin Company, a Massachusetts corporation (the “Company”), Houghton Mifflin Holding Company, Inc., a Delaware corporation (“Parent”), Houghton Mifflin Holdings, Inc., a Delaware Corporation (“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”).
ASSET PURCHASE AGREEMENT by and among ACHIEVEMENT TECHNOLOGIES, INC., TIBBAR, LLC, TIBBAR FF, LLC, MONITOR CLIPPER EQUITY PARTNERS, L.P., MONITOR CLIPPER EQUITY PARTNERS (FOREIGN), L.P., MICHAEL PERIK, and HOUGHTON MIFFLIN COMPANY Dated as of May 31, 2006Asset Purchase Agreement • August 10th, 2006 • Houghton Mifflin Co • Books: publishing or publishing & printing • Massachusetts
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of May 31, 2006, by and among Houghton Mifflin Company, a Massachusetts corporation (the “Buyer”), Achievement Technologies, Inc., a Delaware corporation (the “Company”), and Tibbar, LLC, a Delaware limited liability company, Tibbar FF, LLC, a Delaware limited liability company, Monitor Clipper Equity Partners, L.P., a Delaware limited partnership, Monitor Clipper Equity Partners (Foreign), L.P., a Delaware limited partnership and Michael Perik, an individual, the holders of a majority of the outstanding capital stock of the Company (collectively, the “Stockholders” and together with the Company, the “Sellers”).
OPTION AGREEMENTOption Agreement • August 10th, 2006 • Houghton Mifflin Co • Books: publishing or publishing & printing • Massachusetts
This Option Agreement (the “Agreement”) is dated this 31st day of May, 2006 (the “Effective Date”), by and between Achievement Technologies, Inc., a Delaware corporation (the “Company”), Houghton Mifflin Company, a Massachusetts corporation (“HMCo”) and Tibbar, LLC, a Delaware limited liability company, Tibbar FF, LLC, a Delaware limited liability company, Monitor Clipper Equity Partners, L.P., a Delaware limited partnership, Monitor Clipper Equity Partners (Foreign), L.P., a Delaware limited partnership and Michael Perik, an individual, the holders of a majority of the outstanding capital stock of the Company (collectively, the “Stockholders” and together with the Company, the “Sellers”). Capitalized terms set forth herein but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
