Houghton Mifflin Company Exchange and Registration Rights AgreementHoughton Mifflin Co • May 30th, 2003 • Books: publishing or publishing & printing • New York
Houghton Mifflin Company, a Massachusetts corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 8.250% Senior Notes due 2011 (the “Senior 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 Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
FIRST SUPPLEMENTAL INDENTURE Dated as of July 27, 1995First Supplemental Indenture • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
FIRST SUPPLEMENTAL INDENTURE dated as of July 27, 1995 (this “Supplemental Indenture”), made and entered into by and between HOUGHTON MIFFLIN COMPANY, a corporation organized and existing under the laws of the Commonwealth of Massachusetts having its principal office at 222 Berkeley Street, Boston, Massachusetts 02116 (the “Company”), and THE FIRST NATIONAL BANK OF BOSTON, a national banking association, as trustee (the “Trustee”).
STOCKHOLDERS AGREEMENT among Versailles U.S. Holding Inc. (soon to be renamed Houghton Mifflin Holdings, Inc.) Houghton Mifflin Company and Certain Stockholders of Versailles U.S. Holding Inc Dated as of December 30, 2002Stockholders Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • Delaware
Versailles U.S. Holding Inc., a Delaware corporation, which will soon be renamed Houghton Mifflin Holdings, Inc. (the "Company");
PLEDGE AND SECURITY AGREEMENT dated as of December 30, 2002 between VERSAILLES U.S. HOLDING INC. AND THE OTHER GRANTORS PARTY HERETO and CANADIAN IMPERIAL BANK OF COMMERCE, as the Collateral TrusteePledge and Security Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of December 30, 2002 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and CANADIAN IMPERIAL BANK OF COMMERCE, as Collateral Trustee for the Secured Parties (as herein defined) (in such capacity as Collateral Trustee, the “Collateral Trustee”).
QuickLinks -- Click here to rapidly navigate through this documentHoughton Mifflin Co • May 30th, 2003 • Books: publishing or publishing & printing
It gives me great pleasure to extend this letter of agreement, confirming an offer for you to join Houghton Mifflin Company (the "Company") as Executive Vice President, Chief Operating Officer reporting directly to me.
THIRD SUPPLEMENTAL INDENTUREHoughton Mifflin Co • May 30th, 2003 • Books: publishing or publishing & printing • New York
THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture") is dated as of February 7, 2003, by and among Houghton Mifflin Company, a Massachusetts company (the "Company"), and State Street Bank and Trust Company, as successor to The First National Bank of Boston (the "Trustee").
QuickLinks -- Click here to rapidly navigate through this documentHoughton Mifflin Co • May 30th, 2003 • Books: publishing or publishing & printing • New York
Houghton Mifflin Company (the "Company"), a wholly-owned subsidiary of Vivendi Universal, S.A. ("Parent"), agrees to employ you and you agree to accept employment upon the terms and conditions set forth in this agreement (the "Agreement").
FIRST AMENDMENT TO LEASELease • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made as of the 25th day of July, 2002, by and among DAVIS CHURCH OFFICE DEVELOPMENT, L.L.C., a Delaware limited liability company (“Landlord”), and HOUGHTON MIFFLIN COMPANY, a Massachusetts corporation (“Tenant”).
PLEDGE AND SECURITY AND COLLATERAL TRUST AGREEMENT dated as of December 30, 2002 between VERSAILLES ACQUISITION CORPORATION AND THE OTHER GRANTORS PARTY HERETO and CANADIAN IMPERIAL BANK OF COMMERCE, as the Collateral TrusteePledge and Security and Collateral Trust Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
This PLEDGE AND SECURITY AND COLLATERAL TRUST AGREEMENT, dated as of December 30, 2002 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and CANADIAN IMPERIAL BANK OF COMMERCE, as Collateral Trustee for the Secured Parties (as herein defined) (in such capacity as Collateral Trustee, the “Collateral Trustee”).
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing
THIS AMENDMENT NO. 1 to Share Purchase Agreement (this “Amendment”) is entered into as of this 29th day of December, 2002, by and among Vivendi Universal S.A., a société anonyme organized under the laws of France (“Parent”), Vivendi Communications North America, Inc., a Delaware corporation (“Seller”), and Versailles Acquisition Corporation, a Delaware corporation (“Purchaser”).
Share Purchase Agreement between Vivendi Universal, S.A., Vivendi Communications North America, Inc. and Versailles Acquisition Corporation dated November 4, 2002Share Purchase Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of , 2002, among VIVENDI UNIVERSAL, S.A., a société anonyme organized under the laws of France (“Parent”), VIVENDI COMMUNICATIONS NORTH AMERICA, INC., a Delaware corporation (“Seller”), and VERSAILLES ACQUISITION CORPORATION, a Delaware corporation (“Purchaser”).
MANAGEMENT AGREEMENTManagement Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • Delaware
This Management Agreement (this "Agreement") is entered into as of December 30, 2002 by and between Houghton Mifflin Company, a Massachusetts corporation (the "Company"), Versailles U.S. Holding Inc., a Delaware corporation, soon to be renamed Houghton Mifflin Holdings, Inc. ("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").
OFFICE LEASE BY AND BETWEEN DAVIS CHURCH OFFICE DEVELOPMENT, L.L.C. AS LANDLORD, AND HOUGHTON MIFFLIN COMPANY, AS TENANT EVANSTON, ILLINOISOffice Lease • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • Illinois
THIS OFFICE LEASE (“LEASE”) is made as of the day of August, 2000 (“LEASE DATE”), between DAVIS CHURCH OFFICE DEVELOPMENT, L.L.C., a Delaware limited liability company (“LANDLORD”), and HOUGHTON MIFFLIN COMPANY, a Massachusetts corporation (“TENANT”).
SECOND AMENDMENT TO LEASELease • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made as of the day of October, 2002, by and among DAVIS CHURCH OFFICE DEVELOPMENT, L.L.C., a Delaware limited liability company (“Landlord”), and HOUGHTON MIFFLIN COMPANY, a Massachusetts corporation (“Tenant”).
TRUST AGREEMENT FOR HOUGHTON MIFFLIN HOLDINGS, INC.Trust Agreement for Houghton • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • Massachusetts
This Agreement made as of this 28th day of January 2003, by and between Houghton Mifflin Holdings, Inc. (“Houghton Mifflin” or the “Company”) with its principal offices at 222 Berkeley Street, Boston, Massachusetts and Gerald T. Hughes (the “Trustee”), c/o Houghton Mifflin Company, 222 Berkeley Street, Boston, MA.
SECOND SUPPLEMENTAL INDENTUREHoughton Mifflin Co • May 30th, 2003 • Books: publishing or publishing & printing • New York
SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture") is dated as of December 30, 2002, by and among Houghton Mifflin Company, a Massachusetts company (the "Company"), and State Street Bank and Trust Company, as successor to The First National Bank of Boston (the "Trustee").
QuickLinks -- Click here to rapidly navigate through this documentSenior Executive Retention Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing
You have recently entered into a retention agreement with the Company. With this letter we are offering to continue your health benefits after a qualifying termination of employment and also clarifying how your Total Retention Bonus and pro-rata bonus work.
LEASE between TWO TWENTY TWO BERKELEY VENTURE, as LANDLORD and HOUGHTON MIFFLIN COMPANY, as TENANT Dated as of December 16, 1991Houghton Mifflin Co • May 30th, 2003 • Books: publishing or publishing & printing • Massachusetts
Landlord: Address: Two Twenty Two Berkeley Venture c/o Hines Interests Limited Partnership 500 Boylston Street, Suite 1800 Boston, MA 02116
ASSUMPTION AGREEMENTAssumption Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
This Assumption Agreement, dated as of December 30, 2002, is entered into by and between Versailles Acquisition Corporation, a Delaware corporation (“VAC”) and Houghton Mifflin Company, a Massachusetts corporation (“HM”).
EMPLOYMENT CONTRACT BETWEEN HOUGHTON MIFFLIN COMPANY AND GERALD T. HUGHESHoughton Mifflin Co • May 30th, 2003 • Books: publishing or publishing & printing • Massachusetts
Houghton Mifflin Company (the "Company"), a wholly-owned subsidiary of Vivendi Universal, S.A. ("Parent"), agrees to employ Gerald T. Hughes (the "Employee") and you agree to accept employment upon the terms and conditions set forth in this agreement (the "Agreement").
CREDIT AND GUARANTY AGREEMENT dated as of December 30, 2002 among VERSAILLES ACQUISITION CORPORATION (to be merged with and into HOUGHTON MIFFLIN COMPANY), VERSAILLES U.S. HOLDING INC., THE LENDERS NAMED HEREIN, CIBC WORLD MARKETS CORP. and GOLDMAN...Credit and Guaranty Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of December 30, 2002, is entered into by and among VERSAILLES ACQUISITION CORPORATION, a Delaware corporation (“VAC”), 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 its permitted successors in such capacity, “Collateral Trustee”) and FLEET SECURITIES INC. (“FLEET”), as Co-Documentation Agent (in such
HOUGHTON MIFFLIN HOLDINGS, INC. FORM OF SENIOR EXECUTIVE RETENTION AGREEMENT WAIVER AND ELECTIONHoughton Mifflin Co • May 30th, 2003 • Books: publishing or publishing & printing
(the "Participant") has deferred amounts previously accruing under that certain Senior Executive Retention Agreement (the "Prior Agreement"), dated as of , by and between Houghton Mifflin Company ("HMC"), a Massachusetts corporation, and the Participant. Capitalized terms used herein and not otherwise defined shall have the same meaning asunder the Houghton Mifflin Holdings, Inc. 2003 Deferred Compensation Plan dated January 28, 2003 (the "Plan").
Houghton Mifflin Company Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • May 30th, 2003 • Houghton Mifflin Co • Books: publishing or publishing & printing • New York
Houghton Mifflin Company, a Massachusetts corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 9.875% Senior Subordinated Notes due 2013 (the “Subordinated 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 Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
