Kirkland & Ellis 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.