Equity Investments Uses in Expenses Clause

Expenses from Amended and Restated Management Agreement

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).

Expenses. Each of the Company and Parent will pay on demand all reasonable expenses incurred by any of the Managers or their affiliates (i) in connection with this Agreement, the Acquisition or any related transactions and the unsuccessful attempt to acquire all of Vivendi Universal Publishing, (ii) relating to operations of, or services provided by the Managers to, the Company, Parent or any of their affiliates from time to time or (iii) otherwise in any way relating to the Company or Parent or in any way relating to, or arising out of, the Equity Investments or the ownership thereof by affiliates of the Managers. Without limiting the generality of the foregoing, each of the Company and Parent agrees to pay on demand all reasonable expenses incurred by any of the Managers or their affiliates in connection with, or relating to, (x) the preparation, negotiation and execution of this Agreement and any other agreement executed in connection with, or related to, this Agreement, the Acquisition, the Senior Financing, the Bridge Financing, the Equity Investments or the consummation of the transactions contemplated hereby or thereby or (y) any and all amendments, modifications, restructurings and waivers of, and exercises and preservations of rights and remedies relating to, any of the foregoing or (z) the Equity Investments or the provision of services under this Agreement. The expenses referred to in clause (x) of the immediately preceding sentence shall specifically include the fees and charges of (A) Simpson Thacher & Bartlett, (B) Wilkie, Farr & Gallagher, (C) Ropes & Gray, (D) Kirkland & Ellis, (E) PricewaterhouseCoopers LLP and (F) any other consultants or advisors retained by the Managers with the agreement of all Managers in connection with such transactions.

Expenses from Management Agreement

This MANAGEMENT AGREEMENT (this Agreement) is entered into as of February 6, 2006 by and among CRCA Holdings, Inc., a Delaware corporation (Holdings), CRC Intermediate Holdings, Inc., a Delaware Corporation (Intermediate Holdings), CRCA Merger Corporation, a Delaware corporation (the MergerCo and, collectively with Holdings and Intermediate Holdings, the CRC Companies) and Bain Capital Partners, LLC, a Delaware limited liability company (Bain).

Expenses. The CRC Companies will jointly and severally pay on demand all expenses incurred by Bain and those certain funds affiliated with or advised by Bain or its affiliates who are providing equity financing to Holdings to help effectuate the Merger (such funds the Bain Funds and their investments the Equity Investments) (or any of them) (i) in connection with this Agreement, the Merger or any related transactions, (ii) relating to operations of, or services provided by Bain to, the CRC Companies or any of their affiliates from time to time or (iii) otherwise in any way relating to the CRC Companies or in any way relating to, or arising out of, the equity investments or the ownership thereof by any Bain Fund. Without limiting the generality of the foregoing, the CRC Companies jointly and severally agree to pay on demand all expenses incurred by Bain and the Bain Funds (or any of them) in connection with, or relating to, (x) the preparation, negotiation and execution of this Agreement and any other agreement executed in connection with, or related to, this Agreement, the Merger, the financing of the Merger, Equity Investments or the consummation of the transactions contemplated hereby and thereby or (y) any and all amendments, modifications, restructurings and waivers, and exercises and preservations of rights and remedies relating to any of the foregoing, and in each case will specifically include the fees and disbursements of counsel, accountants, consultants or advisors retained by Bain, the Bain Funds or their respective consultants or advisors and any out-of-pocket expenses incurred by Bain in connection with the provision of services to the CRC Companies from time to time or the attendance at any meeting of the managers or board of directors (or any committee thereof) of any of the CRC Companies or any of their affiliates.

Expenses from Management Agreement

This MANAGEMENT AGREEMENT (this Agreement) is entered into as of June 12, 2006 by and among Cellu Parent Corporation, a Delaware corporation (Parent), Cellu Acquisition Corporation, a Delaware corporation (Merger Sub), Cellu Tissue Holdings, Inc., a Delaware corporation (the Company, and together with Parent and Merger Sub, the Companies), and Weston Presidio Service Company, LLC, a Delaware limited liability company (Sponsor).

Expenses. The Companies will jointly and severally pay on demand all expenses incurred by Sponsor and those certain funds affiliated with or advised by Sponsor or its affiliates who are providing equity financing to Parent to help effectuate the transactions contemplated by the Merger Agreement (such funds the Sponsor Funds and their investments the Equity Investments) (or any of them) (i) in connection with this Agreement, the transactions contemplated by the Merger Agreement or any related transactions, (ii) relating to operations of, or services provided by Sponsor to, the Companies or any of their affiliates from time to time or (iii) otherwise in any way relating to the Companies or in any way relating to, or arising out of, the equity investments or the ownership or sale thereof by any Sponsor Fund. Without limiting the generality of the foregoing, the Companies jointly and severally agree to pay on demand all expenses incurred by Sponsor and the Sponsor Funds (or any of them) in connection with, or relating to, (x) the preparation, negotiation and execution of this Agreement and any other agreement executed in connection with, or related to, this Agreement, the Merger Agreement, the financing of the transactions contemplated by the Merger Agreement, Equity Investments or the consummation of the transactions contemplated hereby and thereby or (y) any and all amendments, modifications, restructurings and waivers, and exercises and preservations of rights and remedies relating to any of the foregoing, and in each case will specifically include the fees and disbursements of counsel, accountants, consultants or advisors retained by Sponsor, the Sponsor Funds or their respective consultants or advisors and any out-of-pocket expenses incurred by Sponsor in connection with the provision of services to the Companies from time to time or the attendance at any meeting of the managers or board of directors (or any committee thereof) of any of the Companies or any of their affiliates.