INDEMNIFICATION AGREEMENT by and between HMH HOLDINGS (DELAWARE), INC. and as Indemnitee Dated as ofIndemnification Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • Delaware
INDEMNIFICATION AGREEMENT, dated effective as of [ ] (this “Agreement”), by and between HMH Holdings (Delaware), Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT REVOLVING CREDIT AGREEMENT dated as of May 22, 2012 among HMH HOLDINGS (DELAWARE), INC., as Holdings, HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., HMH PUBLISHERS LLC and HOUGHTON MIFFLIN...Revolving Credit Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • New York
SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT REVOLVING CREDIT AGREEMENT dated as of May 22, 2012, among HMH Holdings (Delaware), Inc., a company 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, and together with any of their successors pursuant to the Approved Plan of Reorganization (as defined in Article I), collectively, the “Borrowers” and each, a “Borrower”), the Subsidiary Guarantors (as defined in Article I), each of which is a debtor and debtor-in-possession (each, a “Debtor”) in the Chapter 11 Cases (as hereinafter defined), the Lenders (
TERM FACILITY GUARANTEE AND COLLATERAL AGREEMENT dated as of May 22, 2012 among HMH HOLDINGS (DELAWARE), INC., HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., HMH PUBLISHERS LLC, HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, the Subsidiaries of HMH...Intellectual Property Security Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • New York
TERM FACILITY GUARANTEE AND COLLATERAL AGREEMENT dated as of May 22, 2012 among HMH HOLDINGS (DELAWARE), INC., 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 and together with any of their successors pursuant to the Approved Plan of Reorganization, collectively, the “Borrowers” and each a “Borrower”), the subsidiaries of Holdings from time to time party hereto and Citibank, N.A. (together with its affiliates, “Citibank”), as collateral agent (in such capacity, together with any successor in such capacity, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • Massachusetts
INDEMNIFICATION AGREEMENT, dated effective as of June 12, 2012 (this “Agreement”), by and between HMH Holdings (Delaware), Inc., a Delaware corporation (the “Company”), and Eric Shuman (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
AMENDMENT NO. 3 TO THE SUPERPRIORITY SENIOR SECURED DEBTOR-IN- POSSESSION AND EXIT TERM LOAN CREDIT AGREEMENT AND AMENDMENT NO. 1 TO THE TERM FACILITY GUARANTEE AND COLLATERAL AGREEMENTIntellectual Property Security Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • New York
SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT TERM LOAN CREDIT AGREEMENT dated as of May 22, 2012, among HMH Holdings (Delaware), Inc., a company 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, and together with any of their successors pursuant to the Approved Plan of Reorganization (as defined in Article I), collectively, the “Borrowers” and each a “Borrower”), the Subsidiary Guarantors (as defined in Article I), each of which is a debtor and debtor-in-possession (each, a “Debtor”) in the Chapter 11 Cases (as hereinafter defined), the Lenders (a
LETTER WAIVER AND AMENDMENT NO. 2 TO THE CREDIT AGREEMENT Dated as of June 20, 2012The Credit Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing
We refer to the Superpriority Senior Secured Debtor-In-Possession and Exit Term Loan Credit Agreement dated as of May 22, 2012 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among the undersigned and you. Capitalized terms not otherwise defined in this Letter Waiver shall have the same meanings as specified in the Credit Agreement.
SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT TERM LOAN CREDIT AGREEMENT dated as of May 22, 2012 among HMH HOLDINGS (DELAWARE), INC., as Holdings HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., HMH PUBLISHERS LLC, and HOUGHTON MIFFLIN...Credit Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • New York
SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT TERM LOAN CREDIT AGREEMENT dated as of May 22, 2012, among HMH Holdings (Delaware), Inc., a company 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, and together with any of their successors pursuant to the Approved Plan of Reorganization (as defined in Article I), collectively, the “Borrowers” and each a “Borrower”), the Subsidiary Guarantors (as defined in Article I), each of which is a debtor and debtor-in-possession (each, a “Debtor”) in the Chapter 11 Cases (as hereinafter defined), the Lenders (a
EMPLOYMENT AGREEMENTEmployment Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing
EMPLOYMENT AGREEMENT (this “Agreement”), effective as of December 1, 2010 (“Effective Date”), by and between Houghton Mifflin Harcourt Publishing Company, a Massachusetts corporation (the “Company”) and Bethlam Forsa (the “Executive”).
FIRST AMENDMENT TO THE SUPERPRIORITY SENIOR SECURED DEBTOR-IN- POSSESSION AND EXIT REVOLVING CREDIT AGREEMENTPossession and Exit Revolving Credit Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • New York
This FIRST AMENDMENT (“First Amendment”), dated as of June 20, 2012 is entered into by and among HMH HOLDINGS (DELAWARE), INC., 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 Lender
FIRST AMENDMENT TO THE SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION AND EXIT TERM LOAN CREDIT AGREEMENTCredit Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • New York
This FIRST AMENDMENT (“First Amendment”), dated as of June 11, 2012 is entered into by and among HMH HOLDINGS (DELAWARE), INC., a company 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 Lenders. C
INVESTOR RIGHTS AGREEMENT by and among HMH HOLDINGS (DELAWARE), INC. and THE HOLDERS Dated as of June 22, 2012Investor Rights Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of June 22, 2012 by and between HMH Holdings (Delaware), Inc., a Delaware corporation (the “Company”), and each of the parties identified as “Investors” on the signature pages hereto and any parties identified on the signature page of any joinder agreements executed and delivered pursuant to Sections 20 and 22(f) hereof (each, including the Investors, a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 1.
SECOND AMENDMENT TO THE SUPERPRIORITY SENIOR SECURED DEBTOR-IN- POSSESSION AND EXIT REVOLVING CREDIT AGREEMENTSecond Amendment • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • New York
This SECOND AMENDMENT (“Second Amendment”), dated as of June 20, 2012 is entered into by and among HMH HOLDINGS (DELAWARE), INC., 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 Lend
TERM LOAN / REVOLVING FACILITY LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of May 22, 2012, among CITIBANK, N.A., as Revolving Facility Agent, CITIBANK, N.A., as Term Facility Agent, HMH HOLDINGS (DELAWARE), INC., as Holdings HOUGHTON...Intercreditor Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • New York
TERM LOAN / REVOLVING FACILITY LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of May 22, 2012 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among CITIBANK, N.A., as agent for the Revolving Facility Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original Revolving Facility Agent”), CITIBANK, N.A., as agent for the Term Facility Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original Term Facility Agent”), HMH HOLDINGS (DELAWARE), INC. (the “Holdings”), HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC. (“HMHP”), HMH PUBLISHERS LLC (“Publishers”), HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY (“HMCo” and, together with HMHP and Publishers, the “Borrowers”) and the other Restricted Subsidiaries of Holdings party hereto (the “Subsidiary Guarantors” and together with Holdings and the Borrower
HMH HOLDINGS (DELAWARE), INC. AMENDED & RESTATED DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • September 13th, 2013 • HMH Holdings (Delaware), Inc. • Books: publishing or publishing & printing • Delaware
This Amended and Restated Director Nomination Agreement (this “Agreement”) is made as of August 2, 2013, between HMH Holdings (Delaware), Inc., a Delaware corporation (the “Company”), and the stockholder party hereto (the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4.
