Houghton Mifflin, LLC Houghton Mifflin Finance, Inc. Floating Rate Senior PIK Notes due 2011 Exchange and Registration Rights AgreementHoughton Mifflin Finance, Inc. • June 1st, 2006 • New York
Houghton Mifflin, LLC, a Delaware corporation (“HM LLC”) and Houghton Mifflin Finance, Inc. (“HM Finance” and together with HM LLC, the “Issuers”), propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its Floating Rate Senior PIK Notes due 2011 (the “Senior PIK Notes”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
HOUGHTON MIFFLIN, LLC and HOUGHTON MIFFLIN FINANCE, INC., as Issuers, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeHoughton Mifflin Finance, Inc. • June 1st, 2006 • New York
INDENTURE dated as of May 9, 2006 between HOUGHTON MIFFLIN, LLC, a Delaware limited liability company (the “Issuer”), HOUGHTON MIFFLIN FINANCE, INC. (the “Co-Issuer” and together with the Issuer, the “Issuers”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF HOUGHTON MIFFLIN, LLCLimited Liability Company Agreement • June 1st, 2006 • Houghton Mifflin Finance, Inc. • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Houghton Mifflin, LLC, a Delaware limited liability company, is entered into as of May 2, 2006, by Houghton Mifflin Holding Company, Inc. as sole member (the “Member”).
