Indenture, dated as of May 9,2006



 Exhibit 4.15 

 HOUGHTON MIFFLIN, LLC 
 and 
 HOUGHTON MIFFLIN FINANCE, INC., 
 as Issuers,

 and 
 WELLS FARGO BANK,
NATIONAL ASSOCIATION, 
 as Trustee 
  

 INDENTURE 
  

 Dated as of May 9, 2006 
 Floating Rate Senior PIK Notes due 2011 
  








 CROSS-REFERENCE TABLE 
  

			
	 TIA Section
	  	 Indenture
 Section

	 310(a)(1)
	  	7.10
	       (a)(2)
	  	7.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (a)(5)
	  	7.08; 7.10
	       (b)
	  	7.08; 7.10; 12.02
	       (c)
	  	N.A.
	 311(a)
	  	7.11
	       (b)
	  	7.11
	       (c)
	  	N.A.
	 312(a)
	  	2.05
	       (b)
	  	12.03
	       (c)
	  	12.03
	 313(a)
	  	7.06
	       (b)(1)
	  	7.06
	       (b)(2)
	  	7.06
	       (c)
	  	7.06; 12.02
	       (d)
	  	7.06
	 314(a)
	  	4.06; 4.17
	       (b)
	  	N.A.
	       (c)(1)
	  	7.02; 12.04; 12.05
	       (c)(2)
	  	7.02; 12.04; 12.05
	       (c)(3)
	  	N.A.
	       (d)
	  	N.A.
	       (e)
	  	12.05
	       (f)
	  	N.A.
	 315(a)
	  	7.01(b)
	       (b)
	  	7.05
	       (c)
	  	7.01
	       (d)
	  	6.05; 7.01(c)
	       (e)
	  	6.11
	 316(a)(last sentence)
	  	2.09
	       (a)(1)(A)
	  	6.02
	       (a)(1)(B)
	  	6.04
	       (a)(2)
	  	9.02
	       (b)
	  	6.07
	       (c)
	  	9.04
	 317(a)(1)
	  	6.08
	       (a)(2)
	  	6.09
	       (b)
	  	2.04
	 318(a)
	  	12.01
	       (c)
	  	12.01


 N.A. means Not Applicable 

	Note:	This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture. 








 TABLE OF CONTENTS 
  

					
	 	 	 	  	Page
		 	ARTICLE ONE	  	
			
		 	DEFINITIONS AND INCORPORATION BY REFERENCE	  	
			
	SECTION 1.01.	 	Definitions	  	1
	SECTION 1.02.	 	Other Definitions	  	29
	SECTION 1.03.	 	Incorporation by Reference of TIA	  	30
	SECTION 1.04.	 	Rules of Construction	  	31
		 	ARTICLE TWO	  	
			
		 	THE NOTES	  	
			
	SECTION 2.01.	 	Amount of Notes	  	32
	SECTION 2.02.	 	Form and Dating	  	32
	SECTION 2.03.	 	Execution and Authentication	  	33
	SECTION 2.04.	 	Registrar and Paying Agent	  	33
	SECTION 2.05.	 	Paying Agent To Hold Assets in Trust	  	34
	SECTION 2.06.	 	Holder Lists	  	34
	SECTION 2.07.	 	Transfer and Exchange	  	35
	SECTION 2.08.	 	Replacement Notes	  	35
	SECTION 2.09.	 	Outstanding Notes	  	36
	SECTION 2.10.	 	Treasury Notes	  	36
	SECTION 2.11.	 	Temporary Notes	  	36
	SECTION 2.12.	 	Cancellation	  	36
	SECTION 2.13.	 	Defaulted Interest	  	37
	SECTION 2.14.	 	CUSIP Number	  	37
	SECTION 2.15.	 	Deposit of Moneys	  	37
	SECTION 2.16.	 	Book-Entry Provisions for Global Notes	  	38
	SECTION 2.17.	 	Special Transfer Provisions	  	40
	SECTION 2.18.	 	Computation of Interest	  	42
	SECTION 2.19.	 	Issuance of Additional PIK Notes	  	42
		 	ARTICLE THREE	  	
			
		 	REDEMPTION	  	
			
	SECTION 3.01.	 	Notices to Trustee	  	43
	SECTION 3.02.	 	Selection of Notes To Be Redeemed	  	43
	SECTION 3.03.	 	Notice of Redemption	  	43

  

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	 	  	 	  	Page
	 SECTION 3.04.
	  	Effect of Notice of Redemption	  	44
	SECTION 3.05.	  	Deposit of Redemption Price	  	45
	SECTION 3.06.	  	Notes Redeemed in Part	  	45
			
		  	ARTICLE FOUR	  	
			
		  	COVENANTS	  	
			
	SECTION 4.01.	  	Payment of Notes	  	45
	SECTION 4.02.	  	Maintenance of Office or Agency	  	45
	SECTION 4.03.	  	Corporate Existence	  	46
	SECTION 4.04.	  	Payment of Taxes and Other Claims	  	46
	SECTION 4.05.	  	Maintenance of Properties and Insurance	  	46
	SECTION 4.06.	  	Compliance Certificate; Notice of Default	  	47
	SECTION 4.07.	  	Compliance with Laws	  	47
	SECTION 4.08.	  	Waiver of Stay, Extension or Usury Laws	  	48
	SECTION 4.09.	  	Change of Control	  	48
	SECTION 4.10.	  	Incurrence of Indebtedness and Issuance of Preferred Stock	  	50
	SECTION 4.11.	  	Restricted Payments	  	55
	SECTION 4.12.	  	Liens	  	62
	SECTION 4.13.	  	Asset Sales	  	62
	SECTION 4.14.	  	Transactions with Affiliates	  	66
	SECTION 4.15.	  	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	68
	SECTION 4.16.	  	Limitation on Guarantees by Certain Subsidiaries	  	70
	SECTION 4.17.	  	Reports to Holders	  	71
	SECTION 4.18.	  	Business Activities	  	72
	SECTION 4.19.	  	Payments for Consent	  	72
	SECTION 4.20.	  	Limitation on Business Activities of the Co-Issuer	  	72
			
		  	ARTICLE FIVE	  	
			
		  	SUCCESSOR CORPORATION	  	
			
	SECTION 5.01.	  	Merger, Consolidation, or Sale of Assets	  	72
			
		  	ARTICLE SIX	  	
			
		  	DEFAULT AND REMEDIES	  	
			
	SECTION 6.01.	  	Events of Default	  	74
	SECTION 6.02.	  	Acceleration	  	75
	SECTION 6.03.	  	Other Remedies	  	76
	SECTION 6.04.	  	Waiver of Defaults	  	77

  

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	 	  	 	  	Page
	SECTION 6.05.	  	Control by Majority	  	77
	SECTION 6.06.	  	Limitation on Suits	  	78
	SECTION 6.07.	  	Rights of Holders To Receive Payment	  	78
	SECTION 6.08.	  	Collection Suit by Trustee	  	78
	SECTION 6.09.	  	Trustee May File Proofs of Claim	  	79
	SECTION 6.10.	  	Priorities	  	79
	SECTION 6.11.	  	Undertaking for Costs	  	79
			
		  	ARTICLE SEVEN	  	
			
		  	TRUSTEE	  	
			
	SECTION 7.01.	  	Duties of Trustee	  	80
	SECTION 7.02.	  	Rights of Trustee	  	81
	SECTION 7.03.	  	Individual Rights of Trustee	  	82
	SECTION 7.04.	  	Trustee’s Disclaimer	  	83
	SECTION 7.05.	  	Notice of Default	  	83
	SECTION 7.06.	  	Reports by Trustee to Holders	  	83
	SECTION 7.07.	  	Compensation and Indemnity	  	83
	SECTION 7.08.	  	Replacement of Trustee	  	84
	SECTION 7.09.	  	Successor Trustee by Merger, Etc.	  	85
	SECTION 7.10.	  	Eligibility; Disqualification	  	86
	SECTION 7.11.	  	Preferential Collection of Claims Against the Issuers	  	86
			
		  	ARTICLE EIGHT	  	
			
		  	DISCHARGE OF INDENTURE; DEFEASANCE	  	
			
	SECTION 8.01.	  	Termination of the Issuers’ Obligations	  	86
	SECTION 8.02.	  	Legal Defeasance and Covenant Defeasance	  	88
	SECTION 8.03.	  	Conditions to Legal Defeasance or Covenant Defeasance	  	89
	SECTION 8.04.	  	Application of Trust Money	  	90
	SECTION 8.05.	  	Repayment to the Issuers	  	91
	SECTION 8.06.	  	Reinstatement	  	91
			
		  	ARTICLE NINE	  	
			
		  	AMENDMENTS, SUPPLEMENTS AND WAIVERS	  	
			
	SECTION 9.01.	  	Without Consent of Holders	  	92
	SECTION 9.02.	  	With Consent of Holders	  	92
	SECTION 9.03.	  	Compliance with TIA	  	93
	SECTION 9.04.	  	Revocation and Effect of Consents	  	93

  

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	 	  	 	  	Page
	SECTION 9.05.	  	Notation on or Exchange of Notes	  	94
	SECTION 9.06.	  	Trustee To Sign Amendments, Etc.	  	94
			
		  	ARTICLE TEN	  	
			
		  	[RESERVED]	  	
			
		  	ARTICLE ELEVEN	  	
			
		  	GUARANTEES	  	
			
	SECTION 11.01.	  	Unconditional Guarantee	  	95
	SECTION 11.02.	  	Limitation on Guarantor Liability	  	96
	SECTION 11.03.	  	Execution and Delivery of Guarantee	  	96
	SECTION 11.04.	  	Release of a Guarantor	  	97
	SECTION 11.05.	  	Waiver of Subrogation	  	98
	SECTION 11.06.	  	Immediate Payment	  	98
	SECTION 11.07.	  	No Set-Off	  	99
	SECTION 11.08.	  	Guarantee Obligations Absolute	  	99
	SECTION 11.09.	  	Guarantee Obligations Continuing	  	99
	SECTION 11.10.	  	Guarantee Obligations Not Reduced	  	99
	SECTION 11.11.	  	Guarantee Obligations Reinstated	  	99
	SECTION 11.12.	  	Guarantee Obligations Not Affected	  	100
	SECTION 11.13.	  	Waiver	  	101
	SECTION 11.14.	  	No Obligation To Take Action Against the Issuers	  	101
	SECTION 11.15.	  	Dealing with the Issuers and Others	  	101
	SECTION 11.16.	  	Default and Enforcement	  	102
	SECTION 11.17.	  	Amendment, Etc.	  	102
	SECTION 11.18.	  	Acknowledgment	  	102
	SECTION 11.19.	  	Costs and Expenses	  	102
	SECTION 11.20.	  	No Merger or Waiver; Cumulative Remedies	  	102
	SECTION 11.21.	  	Survival of Guarantee Obligations	  	103
	SECTION 11.22.	  	Guarantee in Addition to Other Guarantee Obligations	  	103
	SECTION 11.23.	  	Severability	  	103
	SECTION 11.24.	  	Successors and Assigns	  	103
			
		  	ARTICLE TWELVE	  	
			
		  	MISCELLANEOUS	  	
			
	SECTION 12.01.	  	TIA Controls	  	104
	SECTION 12.02.	  	Notices	  	104
	SECTION 12.03.	  	Communications by Holders with Other Holders	  	105

  

 -iv- 









					
	SECTION 12.04.	 	Certificate and Opinion as to Conditions Precedent	  	106
	SECTION 12.05.	 	Statements Required in Certificate or Opinion	  	106
	SECTION 12.06.	 	Rules by Trustee, Paying Agent, Registrar	  	106
	SECTION 12.07.	 	Legal Holidays	  	106
	SECTION 12.08.	 	Governing Law	  	107
	SECTION 12.09.	 	No Adverse Interpretation of Other Agreements	  	107
	SECTION 12.10.	 	No Recourse Against Others	  	107
	SECTION 12.11.	 	Successors	  	107
	SECTION 12.12.	 	Duplicate Originals	  	107
	SECTION 12.13.	 	Severability	  	107
			
	Signatures	 		  	S-1

 EXHIBITS 
  

							
	Exhibit A	  	-  	  	Form of Note	  	A-1
	Exhibit B	  	-  	  	Form of Legend for 144A Notes and Other Notes that are Restricted Notes	  	B-1
	Exhibit C	  	-  	  	Form of Legend for Regulation S Note	  	C-1
	Exhibit D	  	-  	  	Form of Legend for Global Note	  	D-1
	Exhibit E	  	-  	  	Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors	  	E-1
	Exhibit F	  	-  	  	Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S	  	F-1
	Exhibit G	  	-  	  	Form of Guarantee	  	G-1

  

	Note:	  This Table of Contents shall not, for any purpose, be deemed to be part of the Indenture. 

  

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 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”). 
 Each party hereto agrees as follows for the benefit of each other party and for the equal and ratable
benefit of the Holders. 
 ARTICLE ONE 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 SECTION 1.01. Definitions. 
 Set forth below are certain defined terms used in this Indenture. 
 “Acquired Debt” means, with respect to any specified Person: 
 (1)
Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person
merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and 
 (2) Indebtedness secured by an
existing Lien encumbering any asset acquired by such specified Person. 
 “Affiliate” of any specified Person means any
other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 
 “Agent” means any Registrar, Paying Agent or co-Registrar. 
 “amend” means amend, modify,
supplement, restate or amend and restate, including successively; and “amending” and “amended” have correlative meanings. 
 “asset” means any asset or property, whether real, personal or other, tangible or intangible. 
 “Asset Sale” means (i) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including 








 
by way of a sale and leaseback) of the Issuer or any Restricted Subsidiary (each referred to in this definition as a “disposition”) or (ii)
the issuance or sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series of related transactions), in each case, other than: 
 (1) a disposition of Cash Equivalents or obsolete or worn out property or equipment in the ordinary course of business or inventory (or
other assets) held for sale in the ordinary course of business; 
 (2) the disposition of all or substantially all of the
assets of the Issuer in a manner permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control pursuant to this Indenture; 
 (3) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, pursuant to Section 4.11; 
 (4) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of
transactions with an aggregate fair market value of less than $3.0 million; 
 (5) any disposition of property or assets or
issuance of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to another Restricted Subsidiary; 
 (6) the lease, assignment or sublease of any real or personal property in the ordinary course of business; 
 (7) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (with the exception of Investments in Unrestricted Subsidiaries acquired pursuant to clause (10) of the
definition of “Permitted Investments”); 
 (8) foreclosures on assets; 
 (9) sales of Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” to a
Securitization Subsidiary in connection with any Qualified Securitization Financing; and 
 (10) a transfer of Securitization
Assets and related assets of the type specified in the definition of “Securitization Financing” (or a fractional undivided interest therein) by a Securitization Subsidiary in a Qualified Securitization Financing. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors. 
  

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 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of
all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms
“Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. 
 “Board of
Directors” means: 
 (1) with respect to a corporation, the board of directors of the corporation; 
 (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and 
 (3) with respect to any other Person, the board or committee of such Person serving a similar function. 
 “Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of
such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
 “Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in the City of New York are
required or authorized by law or other governmental action to be closed. 
 “Calabash” means the Issuer’s Calabash
Professional Learning Systems division, the professional development group for its K-12 Publishing segment, which was rationalized and integrated in 2002. 
 “Capital Stock” means: 
 (1) in the case of a corporation, corporate stock;

 (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
  

 -3- 








 “Capitalized Lease Obligation” means, at the time any determination thereof is to be
made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP. 
 “Cash Equivalents” means: 
 (1) U.S. dollars, pounds sterling, Euros or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business; 
 (2) securities issued or directly and fully and unconditionally guaranteed or insured by the government or any agency or instrumentality
of the United States or any member nation of the European Union having maturities of not more than 12 months from the date of acquisition; 
 (3) certificates of deposit, time deposits and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and
overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any commercial bank having capital and surplus in excess of $500,000,000; 
 (4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial
institution meeting the qualifications specified in clause (3) above; 
 (5) commercial paper maturing within 12 months after
the date of acquisition and having a rating of at least A-1 from Moody’s or P-1 from S&P; 
 (6) investment funds at
least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition; and 
 (7) readily marketable direct obligations issued by any state of the United States or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P
with maturities of 12 months or less from the date of acquisition. 
 “Change of Control” means the occurrence of any of the
following: 
 (1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or
substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; 
 (2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the 

  

 -4- 








 
acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including
any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by
way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of 50% or more of the total voting power of the Voting Stock of the
Issuer or any of its direct or indirect parent corporations; or 
 (3) (A) prior to the first public offering of common stock
of either Parent or the Issuer, the first day on which the Board of Directors of Parent shall cease to consist of a majority of directors who (i) were members of the Board of Directors of Parent on the Issue Date or (ii) were either (x) nominated
for election by the Board of Directors of Parent, a majority of whom were directors on the Issue Date or whose election or nomination for election was previously approved by a majority of such directors, or (y) designated or appointed by a Permitted
Holder (each of the directors selected pursuant to clauses (A)(i) and (A)(ii), “Continuing Directors”) and (B) after the first public offering of common stock of either Parent or the Issuer, (i) if such public offering is of Parent
common stock, the first day on which a majority of the members of the Board of Directors of Parent are not Continuing Directors or (ii) if such public offering is of the Issuer’s common stock, the first day on which a majority of the members of
the Board of Directors of the Issuer are not Continuing Directors. 
 “Classwell” means Classwell Learning Group Inc.,
Houghton Mifflin’s former joint venture, established to develop a stand-alone Internet-based platform for use by teachers, which was rationalized and integrated in 2002. 
 “Classworks” means Houghton Mifflin’s discontinued Classworks operation, formerly known as Curriculum Advantage, Inc. 

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and
rulings issued thereunder. Section references to the Code are to the Code, as in effect on the Issue Date and any subsequent provisions of the Code amendatory thereof, supplemental thereto or substituted therefor. 
 “Commission” means the Securities and Exchange Commission. 
 “Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation
and amortization expense, including the amortization of bookplates, deferred financing fees and other noncash charges (excluding any noncash item that represents an accrual or reserve for a cash expenditure for a future period) of such Person and
its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. 
  

 -5- 








 “Consolidated Interest Expense” means, with respect to any Person for any period, the
sum, without duplication, of: (a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period (including amortization of original issue discount, noncash interest payments, the interest component of Capitalized Lease
Obligations and net payments (if any) pursuant to Hedging Obligations, but excluding amortization of deferred financing fees relating to the Specified Financings) and (b) consolidated capitalized interest of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued; provided, however, that Securitization Fees shall not be deemed to constitute Consolidated Interest Expense. 
 “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that 
 (1) any net after-tax extraordinary, unusual or nonrecurring gains or losses (including, without limitation, severance, relocation and other one-time restructuring costs) (less all fees and expenses relating thereto)
shall be excluded; 
 (2) the Net Income for such period shall not include the cumulative effect of a change in accounting
principles during such period; 
 (3) any net after-tax gains or losses (less all fees and expenses relating thereto)
attributable to asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Issuer) shall be excluded; 
 (4) the Net Income for such period of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or that is accounted for
by the equity method of accounting, shall be excluded; provided that, to the extent not already included, Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually
paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period; 
 (5) the Net Income for such period of any Restricted Subsidiary (other than a Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net
Income is not permitted at the date of determination without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived (other than as permitted
under Section 4.15); provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or
a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein; 
  

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 (6) any noncash goodwill impairment charges resulting from the application of Statement
of Financial Accounting Standards No. 142 shall be excluded; 
 (7) noncash compensation charges, including any such charges
arising from stock options, restricted stock grants or other equity-incentive programs, shall be excluded; and 
 (8) an
amount equal to the amount of Tax Distributions actually made to the holders of Capital Stock of such Person or any parent company of such Person in respect of such period in accordance with Section 4.11(b)(12)(B) shall be included as though such
amounts had been paid as income taxes directly by such Person for such period. 
 Notwithstanding the foregoing, for the purpose of Section
4.11 only (other than clause (3)(d) of subsection (a) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and the Restricted Subsidiaries,
any repurchases and redemptions of Restricted Investments by the Issuer and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer and any Restricted Subsidiary, any sale of the stock
of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.11(a). 
 “Consolidated Tangible Assets” means, with respect to any Person, the consolidated total assets of such Person and its Restricted
Subsidiaries determined in accordance with GAAP, less all goodwill, trade names, trademarks, patents, organization expense, unamortized debt discount and expense and other similar intangibles properly classified as intangibles in accordance
with GAAP. 
 “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any
leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of
any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (iii) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 
 “Corporate Trust Office” means the corporate trust office of the Trustee located at 213 Court Street, Suite 703, Middletown, Connecticut
06457, Attention: Corporate Trust Department, or such other office, designated by the Trustee by written notice to the Issuer, at which at any particular time its corporate trust business shall be administered. 
  

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 “Credit Agreement” means that certain Amended and Restated Credit and Guaranty
Agreement, dated as of March 5, 2003, as amended through November 22, 2005, by and among Houghton Mifflin, Publishing, Holdings and Canadian Imperial Bank of Commerce, as Administrative Agent and Collateral Trustee, and the lenders party thereto
from time to time, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced
from time to time in one or more agreements (in each case with the same or new borrowers, lenders or institutional investors), including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness
thereunder or increasing the amount loaned or incurred thereunder or altering the maturity thereof. 
 “Custodian” means any
receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law. 
 “Default” means any
event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 
 “Depositary”
shall mean The Depository Trust Company, New York, New York, or a successor thereto registered under the Exchange Act or other applicable statute or regulation. 
 “Designated Noncash Consideration” means the fair market value of noncash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so
designated as Designated Noncash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash
Consideration. 
 “Discontinued Operations” means the operations of Sunburst Technology Corporation and Educational
Resources, Inc. for any period as of or prior to January 30, 2003 and of Classworks and Promissor, Inc., in each case classified as a discontinued operation in accordance with GAAP. 
 “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any
security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a change of control or asset sale), pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the Final Maturity Date of
the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of Parent or its Subsidiaries or by any such plan to such employees, such Capital
Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Parent or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 
  

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 “Domestic Subsidiary” means any Subsidiary of the Issuer that was formed under the laws
of the United States, any state of the United States, the District of Columbia or any territory of the United States. 
 “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, 
 (1) provision for taxes based on income or profits of such Person for such period deducted in computing Consolidated Net Income, plus

 (2) Consolidated Interest Expense of such Person for such period to the extent the same was deducted in calculating such
Consolidated Net Income, plus 
 (3) Consolidated Depreciation and Amortization Expense of such Person for such period to the
extent such depreciation and amortization were deducted in computing Consolidated Net Income, plus 
 (4) any reasonable
expenses or charges related to any Equity Offering, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under this Indenture or to the Transactions and, in each case, deducted in such period in computing
Consolidated Net Income, plus 
 (5) the amount of any one-time restructuring charges (which, for the avoidance of doubt,
shall include retention, severance, systems establishment cost or excess pension charges) deducted in such period in computing Consolidated Net Income relating to the Specified Financings and the Transactions, plus 
 (6) without duplication, any other noncash charges (including any impairment charges, write-offs of bookplates and the impact of purchase
accounting, including, but not limited to, the amortization of inventory step-up) reducing Consolidated Net Income for such period (excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period), plus

 (7) the Historical Adjustments, plus 
 (8) Securitization Fees to the extent deducted in calculating Consolidated Net Income for such period, less, without duplication,

 (9) noncash items increasing Consolidated Net Income of such Person for such period (excluding any items which represent
the reversal of any accrual of, or cash reserve for, anticipated cash charges or asset valuation adjustments made in any prior period). 
  

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 “Equity Interests” means Capital Stock and all warrants, options or other rights to
acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Equity-Linked Offering” means any public or private sale of any debt security (including, without limitation, convertible notes, equity units and similar securities) convertible or exchangeable into common stock or
Preferred Stock of the Issuer or any or its direct or indirect parent corporations (excluding Disqualified Stock), other than any such public or private sale that constitutes an Excluded Contribution. 
 “Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect
parent corporations (excluding Disqualified Stock), other than (i) public offerings with respect to common stock of the Issuer or of any direct or indirect parent corporation of the Issuer registered on Form S-8 and (ii) any such public or private
sale that constitutes an Excluded Contribution. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder. 
 “Exchange Securities” has the meaning provided in the
Registration Rights Agreement. 
 “Excluded Contribution” means net cash proceeds, marketable securities or Qualified
Proceeds, in each case received by the Issuer and its Restricted Subsidiaries from: 
 (1) contributions to its common equity
capital; and 
 (2) the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement of the Issuer or any Subsidiary) of Capital Stock (other than Disqualified Stock), 
 in each case
designated as Excluded Contributions pursuant to an Officers’ Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in
clause (3) of Section 4.11(a). 
 “Existing Indebtedness” means Indebtedness of the Issuer and its Subsidiaries (other than
Indebtedness under the Credit Agreement) in existence on the date of this Indenture including, without limitation, the Existing Notes. 
 “Existing Notes” means the 8.250% Senior Notes due 2011 of Houghton Mifflin, the 9.875% Senior Subordinated Notes due 2013 of Houghton Mifflin, the 7.2% senior secured notes due March 15, 2011 of Houghton Mifflin and the
111⁄2% senior discount notes due 2013 of Publishing. 
  

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 “Existing Senior Secured Notes” means the 7.2% Senior Secured Notes due 2011 of Houghton
Mifflin outstanding on the Issue Date, secured pursuant to the Pledge, Security and Collateral Trust Agreement, dated as of December 30, 2002 between Versailles Acquisition and CIBC, as Collateral Trustee, as amended from time to time. 

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period consisting of such Person and its Restricted
Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer
or any Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or repays Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated
but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. For purposes of making the computation
referred to above, Investments, acquisitions, dispositions, mergers, consolidations or the Discontinued Operations (as determined in accordance with GAAP) that have been made by the Issuer or any Restricted Subsidiary during the four-quarter
reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers,
consolidations or Discontinued Operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such
period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger,
consolidation or Discontinued Operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment,
acquisition, disposition, merger, consolidation or Discontinued Operation had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to an acquisition of
assets or other Investment and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Issuer and shall comply with the
requirements of Rule 11-02 of Regulation S-X promulgated by the Commission, except that such pro forma calculations may include operating expense reductions for such period resulting from the acquisition that is being given pro
forma effect that have been realized or for which the steps necessary for realization have been taken or are reasonably expected to be taken within six months following any such acquisition, including, but not limited to, the execution or
termination of any contracts, the termination of any personnel or the closing (or approval by the Board of Directors of the Issuer of any closing) of any facility, as applicable, provided that, in either case, such adjustments are set forth
in an Officers’ Certificate signed by the Issuer’s chief financial officer and another Officer which states (i) the amount of such adjustment or adjustments, (ii) 

  

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that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers’ Certificate at the time of
such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to this Indenture. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall
be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be
deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the
computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on
Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none,
then based upon such optional rate chosen as the Issuer may designate. 
 “Fixed Charges” means, with respect to any Person
for any period, the sum of, without duplication, (a) Consolidated Interest Expense (excluding all noncash interest expense and amortization/accretion of original issue discount in connection with the Specified Financings (including any original
issue discount created by fair value adjustments to Houghton Mifflin’s Existing Indebtedness as a result of purchase accounting)) of such Person for such period, (b) all cash dividends paid, accrued and/or scheduled to be paid or accrued during
such period (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person and (c) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in
consolidation) on any series of Disqualified Stock. 
 “Foreign Subsidiary” means any Subsidiary of the Issuer that is not a
Domestic Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States in effect on January 30,
2003. For purposes of this Indenture, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary. 
 “Global Note” has the meaning set forth in Section 2.16. 
 “guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation,
through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations. 
 “Guarantee” means any guarantee of the obligations of the Issuer under this Indenture and the Notes by a Guarantor in accordance with the provisions of this Indenture. When used as a verb, “Guarantee” shall
have a corresponding meaning. 
  

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 “Guarantor” means any Person that incurs a Guarantee of the Notes; provided that
upon the release and discharge of such Person from its Guarantee in accordance with this Indenture, such Person shall cease to be a Guarantor. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such Person under: 
 (1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and 
 (2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or
commodity prices. 
 “Historical Adjustments” means, with respect to any Person, without duplication: 
 (1) the exclusion of any expenses or charges arising from Vivendi S.A.’s July 7, 2001 acquisition of Houghton reducing historical
Consolidated Net Income for any period prior to January 30, 2003, including but not limited to retention bonuses, stock option expenses, new chief executive officer hire and relocation costs, pension costs, payments to the Board of Directors of
Houghton Mifflin and consulting and severance costs incurred as part of Vivendi’s integration of Houghton Mifflin; 
 (2)
the exclusion of all historical results from any period prior to January 30, 2003 directly related to the Classworks, Classwell and Calabash business units; 
 (3) the exclusion of all historical management fees charged to Houghton Mifflin by Vivendi S.A. for any period prior to January 30, 2003;

 (4) the exclusion of any expenses or charges incurred by Houghton Mifflin for costs directly attributable to the
Transactions, including, but not limited to, retention bonuses and professional fees, expensed for any period prior to the Issue Date; 
 (5) the inclusion of the EBITDA of Kingfisher Publications plc and Test Systems Inc. for all historical periods prior to the Issue Date to the extent not already included in Consolidated Net Income; and 
 (6) the exclusion of the results of the Discontinued Operations. 
 “Holder” or “Noteholder” means the registered holder of any Note. 
 “Holdings” means Houghton Mifflin Holdings, Inc., a Delaware corporation and a Wholly Owned Subsidiary of the Issuer. 
  

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 “Houghton Mifflin” means Houghton Mifflin Company, a Massachusetts corporation and a
Wholly Owned Subsidiary of the Issuer. 
 “incur” means to directly or indirectly create, incur, issue, assume, guarantee or
otherwise become directly or indirectly liable, contingently or otherwise, with respect to any Indebtedness (including Acquired Debt) and “incurrence” shall have a correlative meaning. 
 “Indebtedness” means, with respect to any Person, 
 (a) any indebtedness (including principal and premium) of such Person, whether or not contingent, 
 (i) in respect of borrowed money, 
 (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or, without double counting, reimbursement agreements in respect thereof), 
 (iii) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except
any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business or 
 (iv) representing any Hedging Obligations, 
 if and to the extent that any of the foregoing Indebtedness
(other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP, 
 (b) Disqualified Stock of such Person, 
 (c) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the Indebtedness of another Person (other than by endorsement of negotiable
instruments for collection in the ordinary course of business) and 
 (d) to the extent not otherwise included, Indebtedness
of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); 
 provided,
however, that Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money shall be deemed not to constitute Indebtedness. 
 “Indenture” means this Indenture, as amended, restated or supplemented from time to time in accordance with the terms hereof. 
  

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 “Independent Financial Advisor” means an accounting, appraisal or investment banking
firm or consultant to Persons engaged in a Permitted Business of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged. 
 “Initial Purchasers” means Deutsche Bank Securities Inc. and Goldman, Sachs & Co. 
 “interest” means, with respect to the Notes, interest and any Special Interest on the Notes. 
 “Interest Payment Date” means the stated maturity of an installment of interest on the Notes. 
 “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including
Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees,
in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on
the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. If the Issuer or any Subsidiary of the
Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer will be
deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in Section 4.11(c). The acquisition
by the Issuer or any Subsidiary of the Issuer of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such Subsidiary in such third Person in an amount equal to the fair market value of the
Investment held by the acquired Person in such third Person in an amount determined as provided in Section 4.11(c). 
 For purposes of the
definition of “Unrestricted Subsidiary” and Section 4.11, (i) ”Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a
Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to
have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the
Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market
value at the time of such transfer, in each case as determined in good faith by the Issuer; and (iii) any transfer of Capital 

  

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Stock that results in an entity which became a Restricted Subsidiary after January 30, 2003 and not in connection with the Transactions ceasing to be a
Restricted Subsidiary shall be deemed to be an Investment in an amount equal to the fair market value (as determined by the Board of Directors of the Issuer in good faith as of the date of initial acquisition) of the Capital Stock of such entity
owned by the Issuer and the Restricted Subsidiaries immediately after such transfer. 
 “Issue Date” means May 9, 2006, the
date of original issuance of the Notes. 
 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof,
any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event
shall an operating lease be deemed to constitute a Lien. 
 “Management Agreement” means the Management Agreement by and
among Houghton Mifflin, Holdings, Parent, and the Sponsors as in effect on January 30, 2003 and amended through the Issue Date. 
 “Management Group” means, at any time, the Chairman of the Board, any President, any Executive Vice President or Vice President, any Managing Director, any Treasurer and any Secretary or any other executive officer of any
Parent, or any of its Subsidiaries at such time. 
 “Maturity Date” means May 15, 2011. 
 “Moody’s” means Moody’s Investors Service, Inc. 
 “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion
of any Preferred Stock. 
 “Net Proceeds” means the aggregate cash proceeds received by the Issuer or any Restricted
Subsidiary in respect of any Asset Sale, including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result
thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), repayment of Indebtedness that is secured by the property or assets that are the subject of such Asset Sale and any deduction of
appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof,
including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. 
  

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 “Non-U.S. Person” has the meaning assigned to such term in Regulation S. 
 “Notes” means the Floating Rate Senior PIK Notes due 2011 issued by the Issuers, including, without limitation, the Exchange Securities,
the Additional Notes (to the extent issued in compliance with the terms of this Indenture) and the Additional PIK Notes, if any, treated as a single class of securities, as amended from time to time in accordance with the terms hereof, that are
issued pursuant to this Indenture. 
 “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities, payable under the documentation governing any Indebtedness. 
 “Offering Memorandum” means
the offering memorandum of the Issuers dated May 3, 2006 relating to the Notes. 
 “Officer” means the Chairman of the
Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of either of the Issuers. 
 “Officers’ Certificate” means a certificate signed on behalf of (i) the Issuer by an Officer of the Issuer, who is the principal
executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer and (ii) the Co-Issuer by an Officer of the Co-Issuer, who is the principal executive officer, the principal financial officer, the
treasurer or the principal accounting officer of the Co-Issuer. Notwithstanding the foregoing, requirements set forth in this Indenture may provide for an Officers’ Certificate to be signed solely on behalf of the Issuer or the Co-Issuer, as
the case may be. 
 “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the
Trustee. The counsel may be an employee of or counsel to the Issuer or the Co-Issuer, a Guarantor or the Trustee. 
 “Parent” means Houghton Mifflin Holding Company, Inc., a Delaware corporation and the parent of the Issuer. 
 “Permitted Asset Swap” means any transfer of property or assets by the Issuer or any of its Restricted Subsidiaries in which at least 90% of the consideration received by the transferor consists of properties or assets
(other than cash) that will be used in a Permitted Business; provided that (i) the aggregate fair market value of the property or assets being transferred by the Issuer or such Restricted Subsidiary is not greater than the aggregate fair
market value of the property or assets received by the Issuer or such Restricted Subsidiary in such exchange (provided, however, that in the event such aggregate fair market value of the property or assets being transferred or received
by the Issuer is (x) less than $50.0 million, such determination shall 

  

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be made in good faith by the Board of Directors of the Issuer and (y) greater than or equal to $50.0 million, such determination shall be made by an
Independent Financial Advisor) and (ii)(A) such transfer relates to properties or assets held by The Riverside Publishing Co., Promissor, Inc. and Classwell or (B) the aggregate fair market value (as determined in good faith by the Board of
Directors of the Issuer) of all property or assets transferred by the Issuer and any of its Restricted Subsidiaries in any such transfer, together with the aggregate fair market value of property or assets transferred in all prior Permitted Asset
Swaps (other than pursuant to clause (ii)(A) above), shall not exceed 10% of the Issuer’s consolidated net revenues for the prior fiscal year. 
 “Permitted Business” means the publishing business and any services, activities or businesses incidental or directly related or similar thereto, any line of business engaged in by the Issuer on the Issue Date or any
business activity that is a reasonable extension, development or expansion thereof or ancillary thereto. 
 “Permitted Debt”
is defined under Section 4.10(b). 
 “Permitted Holders” means the Sponsors and their Affiliates (not including, however,
any portfolio companies of any of the Sponsors). 
 “Permitted Investments” means 
 (1) any Investment by the Issuer in any Restricted Subsidiary or by a Restricted Subsidiary in another Restricted Subsidiary; 

(2) any Investment in cash and Cash Equivalents; 
 (3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person that is engaged in a Permitted Business if as a
result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of
its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary; 
 (4) any Investment in securities or other
assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to Section 4.13 or any other disposition of assets not constituting an Asset Sale; 
 (5) any Investment existing on the Issue Date; 
 (6) advances to employees and any guarantees not in excess of $10.0 million in the aggregate outstanding at any one time; 
  

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 (7) any Investment acquired by the Issuer or any Restricted Subsidiary (A) in exchange
for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Issuer of such other Investment or accounts
receivable or (B) as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 
 (8) Hedging Obligations permitted under clause (9) of the definition of “Permitted Debt” in Section 4.10(b); 
 (9) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar
expenses, in each case incurred in the ordinary course of business; 
 (10) any Investment by the Issuer or a Restricted
Subsidiary in a Permitted Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary
to the extent the proceeds of such sale do not consist of cash and/or marketable securities), not to exceed $50.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes
in value); 
 (11) Investments the payment for which consists of Equity Interests of the Issuer or any of its direct or
indirect parent corporations (exclusive of Disqualified Stock); 
 (12) guarantees (including Guarantees) of Indebtedness
permitted under Section 4.10 and performance guarantees consistent with past practice; 
 (13) any transaction to the extent
it constitutes an Investment that is permitted and made in accordance with Section 4.14 (except transactions described in clauses (2), (6) and (7) of Section 4.14(b)); 
 (14) Investments by the Issuer or a Restricted Subsidiary made by the exchange of the assets of, or Equity Interests in, any Person in an
aggregate amount not to exceed $25.0 million for Equity Interests of a joint venture or other third party engaged in a Permitted Business; provided, however, that the fair market value of such consideration and Investment shall be
determined by the Board of Directors of the Issuer in good faith, as evidenced by a Board Resolution and certified to the Trustee in an Officers’ Certificate, and provided, further, that, after giving effect to such Investment, no
Default or Event or Default shall have occurred and be continuing; 
 (15) Investments consisting of licensing or contribution
of intellectual property pursuant to joint marketing arrangements with other Persons; and 
  

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 (16) any Investment in a Securitization Subsidiary or any Investment by a Securitization
Subsidiary in any other Person in connection with a Qualified Securitization Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Financing or any related
Indebtedness; provided, however, that any Investment in a Securitization Subsidiary is in the form of a Purchase Money Note, contribution of additional Securitization Assets or an equity interest. 
 “Permitted Liens” means, with respect to any Person, the following types of Liens: 
 (1) deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is
a party; 
 (2) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds
or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of
its business or consistent with past practice; 
 (3) Liens on property or shares of stock of a Person at the time such Person
becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such
Liens may not extend to any other property owned by the Issuer; 
 (4) Liens on property at the time the Issuer or a
Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in
connection with, or in contemplation of, such acquisition; provided, further, however, that such Liens may not extend to any other property owned by the Issuer; 
 (5) Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under this Indenture and is secured
by a Lien on the same property securing such Hedging Obligation; 
 (6) Liens on specific items of inventory or other goods
and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(7) Liens in favor of the Issuer or any Restricted Subsidiary; 
  

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 (8) Liens to secure any Indebtedness that is incurred to refinance any Indebtedness that
has been secured by a Lien existing on the Issue Date or referred to in clauses (3), (4) and (18)(B) of this definition; provided, however, that such Liens (x) are no less favorable to the Holders and are not more favorable to the
lienholders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced; and (y) do not extend to or cover any property or assets of the Issuer not securing the Indebtedness so refinanced; 
 (9) Liens on Securitization Assets and related assets of the type specified in the definition of “Securitization Financing”
incurred in connection with any Qualified Securitization Financing; 
 (10) Liens for taxes, assessments or other governmental
charges or levies not yet delinquent, or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted or for property taxes on property that the Issuer or one of its Subsidiaries has determined to
abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property; 
 (11) judgment liens in
respect of judgments that do not constitute an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or
the period within which such proceedings may be initiated has not expired; 
 (12) pledges, deposits or security under
workmen’s compensation, unemployment insurance and other social security laws or regulations, or deposits to secure the performance of tenders, contracts (other than for the payment of Indebtedness) or leases, or deposits to secure public or
statutory obligations, or deposits as security for contested taxes or import or customs duties or for the payment of rent, or deposits or other security securing liabilities to insurance carriers under insurance or self-insurance arrangements, in
each case incurred in the ordinary course of business or consistent with past practice; 
 (13) Liens imposed by law,
including carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case for sums not overdue by more than 30 days or being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted; 
 (14) encumbrances, ground leases, easements or reservations of, or rights of others for, licenses,
rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to
the use of real properties or Liens incidental to the conduct of business or to the ownership of properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the
business; 
  

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 (15) leases or subleases of real property that do not materially interfere with the
ordinary conduct of the business of the Issuer; 
 (16) banker’s Liens, rights of set-off or similar rights and remedies
as to deposit accounts or other funds maintained with a depositary institution, provided that (a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Issuer in excess of
those set forth by regulations promulgated by the Federal Reserve Board or other applicable law and (b) such deposit account is not intended by the Issuer to provide collateral to the depositary institution; 
 (17) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by the
Issuer in the ordinary course of business; and 
 (18) (A) other Liens securing Indebtedness for borrowed money with respect
to property or assets with an aggregate fair market value (valued at the time of creation thereof) of not more than $15.0 million at any time and (B) Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs,
improvements or additions to, property of such Person; provided, however, that the Lien may not extend to any other property owned by such Person at the time the Lien is incurred, and the Indebtedness (other than any interest thereon)
secured by the Lien may not be incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien. 
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, limited liability company or government or other entity. 
 “Preferred Stock” means any Equity Interest with
preferential rights of payment of dividends upon liquidation, dissolution or winding up. 
 “Private Placement Legend” means
the legends initially set forth on the Notes in the form set forth in Exhibit B. 
 “Publishing” means HM Publishing
Corp., a Delaware corporation and a Wholly Owned Subsidiary of Holdings. 
 “Purchase Money Note” means a promissory note of
a Securitization Subsidiary evidencing a line of credit, which may be irrevocable, from Parent or any Subsidiary of Parent to a Securitization Subsidiary in connection with a Qualified Securitization Financing, which note is intended to finance that
portion of the purchase price that is not paid in cash or a contribution of equity and which (a) shall be repaid from cash available to the Securitization Subsidiary, other than (i) amounts required to be established as reserves, (ii) amounts paid
to investors in respect 

  

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of interest, (iii) principal and other amounts owing to such investors and (iv) amounts paid in connection with the purchase of newly generated receivables,
and (b) may be subordinated to the payments described in clause (a). 
 “Qualified Institutional Buyer” or
“QIB” shall have the meaning specified in Rule 144A under the Securities Act. 
 “Qualified Proceeds” means
assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors of the Issuer in good
faith, except that in the event the value of any such assets or Capital Stock exceeds $25.0 million or more, the fair market value shall be determined by an Independent Financial Advisor. 
 “Qualified Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following
conditions: (i) the Board of Directors of the Issuer shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically
fair and reasonable to the Issuer and the Securitization Subsidiary, (ii) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Issuer) and (iii) the
financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings. The grant of a security interest in any
Securitization Assets of the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Credit Agreement and any Refinancing Indebtedness with respect thereto shall not be deemed a
Qualified Securitization Financing. 
 “Rabbi Trust” means the trust used to fund compensation and benefit plan obligations
made available to Houghton Mifflin’s senior executives and former directors in connection with the directors retirement plan, deferred compensation plan, supplemental executive retirement plan and supplemental savings plan. 
 “Record Date” means the applicable Record Date specified in the Notes; provided that if any such date is not a Business Day, the
Record Date shall be the first day immediately preceding such specified day that is a Business Day. 
 “Redemption Date,”
when used with respect to any Note to be redeemed, means the date fixed for such redemption pursuant to this Indenture and the Notes. 
 “Redemption Price,” when used with respect to any Note to be redeemed, means the price fixed for such redemption, payable in immediately available funds, pursuant to this Indenture and the Notes. 
 “refinance” means to extend, refinance, renew, replace, defease or refund, including successively; and “refinancing”
and “refinanced” shall have correlative meanings. 
  

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 “Registration Rights Agreement” means the Exchange and Registration Rights Agreement
dated as of May 9, 2006, among the Issuers and the Initial Purchasers relating to the Notes and any similar agreement entered into with respect to any Additional PIK Notes. 
 “Regulation S” means Regulation S under the Securities Act. 
 “Responsible Officer” means, when used with respect to the Trustee, any officer in the Corporate Trust Office of the Trustee to whom any
corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject and shall also mean any officer who shall have direct responsibility for the administration of this Indenture. 
 “Restricted Investment” means an Investment other than a Permitted Investment. 
 “Restricted Security” means a Note that constitutes a “Restricted Security” within the meaning of Rule 144(a)(3) under the
Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any Note constitutes a Restricted Security. 
 “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including Publishing, Houghton Mifflin and
any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of
“Restricted Subsidiary”. 
 “Rule 144A” means Rule 144A under the Securities Act. 
 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

 “Securitization Assets” means any accounts receivable, inventory, royalty or revenue streams from sales of books subject
to a Qualified Securitization Financing. 
 “Securitization Fees” means reasonable distributions or payments made directly
or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Financing. 
 “Securitization Financing” means any transaction or series of transactions that may be entered into by Parent or any of its Subsidiaries
pursuant to which the Parent or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case 

  

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of a transfer by Parent or any of its Subsidiaries) and (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a
security interest in, any Securitization Assets (whether now existing or arising in the future) of Parent or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Securitization Assets,
all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets which are customarily transferred or in respect of which security interests are customarily
granted in connection with asset securitization transactions involving Securitization Assets and any Hedging Obligations entered into by Parent or any such Subsidiary in connection with such Securitization Assets. 
 “Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing
to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or
counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. 
 “Securitization Subsidiary” means a Wholly Owned Subsidiary of Parent (or another Person formed for the purposes of engaging in a Qualified Securitization Financing with Parent in which Parent or any Subsidiary of Parent
makes an Investment and to which Parent or any Subsidiary of Parent transfers Securitization Assets and related assets) which engages in no activities other than in connection with the financing of Securitization Assets of Parent and its
Subsidiaries, all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of
Parent or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by Parent or any other Subsidiary of Parent
(excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates Parent or any other Subsidiary of Parent in any way other than
pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of Parent or any other Subsidiary of Parent, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings, (b) with which neither Parent nor any other Subsidiary of Parent has any material contract, agreement, arrangement or understanding other than on terms which Parent reasonably believes to be no less favorable to Parent
or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Parent and (c) to which neither Parent nor any other Subsidiary of Parent has any obligation to maintain or preserve such entity’s
financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of Parent or such other Person shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors of Parent or such other Person giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions. 
  

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 “Share Purchase Agreement” means the Share Purchase Agreement dated November 4, 2002
among Vivendi Universal S.A. (“Vivendi S.A.”), Vivendi Communications North America, Inc. (“Vivendi North America” and together with Vivendi S.A., “Vivendi”) and Versailles Acquisition, as amended.

 “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in
Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof. 
 “Special Interest” has the meaning set forth in the Registration Rights Agreement. 
 “Specified
Financings” means the financings included in the Transactions, the refinancing of Houghton Mifflin’s 7.20% Senior Notes due 2011, the issuance of the 111⁄2% Senior Discount Notes due 2013 of Publishing and the offering of Notes on
the Issue Date. 
 “Sponsors” means Bain Capital Partners, LLC, Thomas H. Lee Partners, L.P. and The Blackstone Group L.P.

 “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by
Parent or any Subsidiary of Parent which Parent has determined in good faith to be customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being
understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking. 
 “Stated
Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such
Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. 
 “Stockholders Agreement” means the Stockholders Agreement by and among Houghton Mifflin, Holdings, Parent, the Sponsors, the Rabbi
Trust, and members of Houghton Mifflin’s management participating in the 2003 Deferred Compensation Plan in effect on January 30, 2003 and amended through the Issue Date. 
 “Subsidiary” means, with respect to any specified Person: 
 (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of
that Person (or a combination thereof); and 
  

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 (2) any partnership, joint venture, limited liability company or similar entity of which
(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Wholly Owned Restricted Subsidiary of such Person is a controlling general
partner or otherwise controls such entity. 
 “Tax” means any tax, duty, levy, impost, assessment or other governmental
charge (including penalties, interest and any other liabilities related thereto). 
 “Tax Distributions” means any
distributions described in Section 4.11(b)(12)(B). 
 “Taxing Authority” means any government or political subdivision or
territory or possession of any government or any authority or agency therein or thereof having power to tax. 
 “TIA” means
the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended, as in effect on the date of the execution of this Indenture until such time as this Indenture is qualified under the TIA, and thereafter as in effect on the date on
which this Indenture is qualified under the TIA, except as otherwise provided in Section 9.03. 
 “Transaction Date” means
the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio. 
 “Transactions” means the transactions contemplated by (i) the Share Purchase Agreement, (ii) the Credit Agreement and (iii) the offerings of the Existing Notes. 
 “Trustee” means the party named as such in this Indenture until a successor replaces it in accordance with the provisions of this
Indenture and thereafter means such successor. 
 “Unrestricted Securities” means one or more Notes that do not and are not
required to bear the legends in the form set forth in Exhibit B or Exhibit C, including, without limitation, the Exchange Securities. 
 “Unrestricted Subsidiary” means (i) any Subsidiary of the Issuer that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Issuer, as provided below) and (ii) any
Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless
such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than any Subsidiary of the Subsidiary to be so designated),
provided that (a) any Unrestricted Subsidiary 

  

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must be an entity of which shares of the Capital Stock or other equity interests (including partnership interests) entitled to cast at least a majority of
the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Issuer, (b) such designation complies with Section 4.11 and (c)
each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any
Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately
after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and (A) in the case of Houghton Mifflin and any Restricted Subsidiary of Houghton Mifflin, Houghton Mifflin and any Restricted Subsidiary
of Houghton Mifflin would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Houghton Exception, (B) in the case of any Subsidiary of Publishing that is not also a Subsidiary of Houghton Mifflin, Publishing would
have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Publishing Exception or (C) in the case of any Subsidiary of the Issuer that is not also a Subsidiary of Publishing or Houghton Mifflin, the Issuer would have
been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Issuer Exception. Any such designation by the Board of Directors shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the Board
Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. 
 “U.S. Government Securities” means securities that are 
 (a) direct
obligations of the United States of America for the timely payment of which its full faith and credit is pledged or 
 (b)
obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of
America, 
 which, in either case, are not callable or redeemable at the option of the Issuers thereof, and shall also include a depository receipt issued by
a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the
account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by
the custodian in respect of the U.S. Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt. 
  

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 “U.S. Legal Tender” means such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private debts. 
 “Voting Stock” of any Person as of
any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 
 “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

 (2) the then outstanding principal amount of such Indebtedness. 
 “Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary. 
 “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership
interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

 SECTION 1.02. Other Definitions. 
  

			
	 Term
	  	Defined in Section
	 “Additional Notes”
	  	2.01
	 “Additional PIK Notes”
	  	2.01
	 “Affiliate Transaction”
	  	4.14
	 “Agent Members”
	  	2.16
	 “Alternate Offer”
	  	4.09
	 “Asset Sale Offer”
	  	4.13
	 “Asset Sale Offer Amount”
	  	4.13
	 “Asset Sale Payment”
	  	4.13
	 “Asset Sale Payment Date”
	  	4.13
	 “Change of Control Offer”
	  	4.09
	 “Change of Control Payment”
	  	4.09

  

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	 Term
	  	Defined in Section
	 “Change of Control Payment Date”
	  	4.09
	 “Covenant Defeasance”
	  	8.02
	 “Coverage Ratio Exception”
	  	4.10
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.13
	 “Guarantee Obligations”
	  	11.01
	 “Houghton Exception”
	  	4.10
	 “Issuer Exception”
	  	4.10
	 “Legal Defeasance”
	  	8.02
	 “Other Notes”
	  	2.02
	 “Paying Agent”
	  	2.04
	 “Permitted Debt”
	  	4.10
	 “Physical Notes”
	  	2.02
	 “Publishing Exception”
	  	4.10
	 “Refunding Capital Stock”
	  	4.11
	 “Registrar”
	  	2.04
	 “Regulation S Global Note”
	  	2.16
	 “Regulation S Notes”
	  	2.02
	 “Restricted Global Notes”
	  	2.16
	 “Restricted Period”
	  	2.16
	 “Retired Capital Stock”
	  	4.11
	 “Rule 144A Notes”
	  	2.02

 SECTION 1.03. Incorporation by Reference of TIA. 
 Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in, and made a part of, this Indenture. The
following TIA terms used in this Indenture have the following meanings: 
 “indenture securities” means the Notes.

  

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 “indenture security holder” means a Holder or a Noteholder. 
 “indenture to be qualified” means this Indenture. 
 “indenture trustee” or “institutional trustee” means the Trustee. 
 “obligor” on the indenture securities means the Issuer or any other obligor on the Notes. 
 All other TIA terms
used in this Indenture that are defined by the TIA, defined by the TIA reference to another statute or defined by Commission rule and not otherwise defined herein have the meanings assigned to them therein. 
 SECTION 1.04. Rules of Construction. 
 Unless the
context otherwise requires: 
 (1) a term has the meaning assigned to it herein, whether defined expressly or by reference;

 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
 (3) “or” is not exclusive; 
 (4) words in the singular include the plural, and words in the plural include the singular; 
 (5) words used herein implying any gender shall apply to both genders; 
 (6) provisions apply to successive events
and transactions; 
 (7) “herein,” “hereof” and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision; and 
 (8) the words “including,”
“includes” and similar words shall be deemed to be followed by “without limitation.” 
  

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 ARTICLE TWO 
 THE NOTES 
 SECTION 2.01. Amount of Notes. 
 The Trustee shall initially authenticate Notes for original issue on the Issue Date in an aggregate principal amount of $300,000,000 upon a written order
of the Issuers in the form of an authentication order signed by an Officer of each of the Issuers (other than as provided in Section 2.08). The Trustee shall authenticate Notes thereafter in unlimited amount (so long as permitted by the terms of
this Indenture, including, without limitation, Section 4.10) (any such Notes, the “Additional Notes”) for original issue upon a written order signed by an Officer of each of the Issuers in the form of an authentication order in
aggregate principal amount as specified in such order (other than as provided in Section 2.08). Each such written order shall specify the amount of Additional Notes to be authenticated and the date on which the Additional Notes are to be
authenticated. Additional Notes may be issued from time to time as payment of interest on the Notes in accordance with the terms of the Notes (any such Additional Notes issued as payment of interests, the “Additional PIK Notes”).

 SECTION 2.02. Form and Dating. 
 The
Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, which is incorporated in and forms a part of this Indenture. The Notes may have notations, legends or endorsements required by
law, rule or usage to which the Issuers are subject. Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Notes”) shall bear the legend and
include the form of assignment set forth in Exhibit B, Notes offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”) shall bear the legend and include the form of assignment set forth in
Exhibit C, and Notes offered and sold to Institutional Accredited Investors in transactions exempt from registration under the Securities Act not made in reliance on Rule 144A or Regulation S (“Other Notes”) may be
represented by a Restricted Global Note or, if such an investor may not hold an interest in the Restricted Global Note, a Physical Note, in each case, bearing the Private Placement Legend. The Issuers shall approve the form of the Notes and any
notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication. 
 The
terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and agree to be bound thereby. 
 The Notes may be presented for registration of transfer and exchange at the
offices of the Registrar. 
  

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 Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the
form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”). 
 SECTION 2.03. Execution and Authentication. 
 One Officer for each of the Issuer and Co-Issuer, who shall have been duly
authorized by all requisite corporate actions, shall sign the Notes for the Issuer and the Co-Issuer by manual or facsimile signature. 
 If
the Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. 
 No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in
Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 
 The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless otherwise provided in the
appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as
an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. 
 The Notes shall be issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 (with any Additional PIK Notes issued in payment of interest in accordance with
Section 2.19 may be issued in denominations of $1.00 and integral multiples thereof). 
 SECTION 2.04. Registrar and Paying Agent. 
 The Issuers shall maintain an office or agency in the continental United States, where (a) Notes may be presented or surrendered for registration of
transfer or for exchange (“Registrar”), (b) Notes may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be
served. The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from 

  

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time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of
their obligation to maintain an office or agency in the continental United States, for such purposes. The Issuers may act as their own Registrar or Paying Agent, except that for the purposes of Articles Three and Eight and Sections 4.09 and 4.13,
neither the Issuers nor any Affiliate of the Issuers shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuers, upon notice to the Trustee, may have one or more co-Registrars and one
or more additional paying agents reasonably acceptable to the Trustee. The term “Paying Agent” includes any additional paying agent. The Issuers initially appoint the Trustee as Registrar and Paying Agent until such time as the Trustee has
resigned and a successor has been appointed. 
 The Issuers shall enter into an appropriate agency agreement with any Agent not a party to
this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuers fail to maintain a Registrar or
Paying Agent, the Trustee shall act as such. 
 SECTION 2.05. Paying Agent To Hold Assets in Trust. 
 The Issuers shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all assets held by the Paying Agent for the payment of premium, if any, or interest on, the Notes (whether such assets have been distributed to it by the Issuers or any other obligor on the Notes), and shall notify the Trustee
of any Default by the Issuers (or any other obligor on the Notes) in making any such payment. The Issuers at any time may require a Paying Agent to promptly distribute all assets held by it to the Trustee and account for any assets disbursed and the
Trustee may at any time during the continuance of any payment Default, upon written request to a Paying Agent, require such Paying Agent to promptly distribute all assets held by it to the Trustee and to account for any assets distributed. Upon
distribution to the Trustee of all assets that shall have been delivered by the Issuers to the Paying Agent, the Paying Agent shall have no further liability for such assets. 
 SECTION 2.06. Holder Lists. 
 The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two (2) Business Days prior to each Interest Payment Date and at such
other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders, which list may be conclusively relied upon by the Trustee. 
  

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 SECTION 2.07. Transfer and Exchange. 
 Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of
other authorized denominations, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes surrendered for
transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in
writing. To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer
or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. 
 The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of
Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control
Offer, an Alternate Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and not withdrawn. 
 Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system
maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry system. 
 SECTION 2.08. Replacement Notes. 
 If a mutilated Note is surrendered to the Registrar or the Trustee,
or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee shall authenticate a replacement Note (and the Guarantors, if any, shall execute the guarantee thereon) if the
Holder of such Note furnishes to the Issuers and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as
in effect on the date of this Indenture are met. If required by the Trustee or the Issuers, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Issuers, the Guarantors, if any, the Trustee or any Paying Agent from any
loss that any of them may suffer if such Note is replaced. The Issuers may charge such Holder for the Issuers’ reasonable out-of-pocket expenses in replacing such Note and the Trustee may charge the Issuers for the Trustee’s expenses
(including, without limitation, attorneys’ fees and disbursements) in replacing such Note. Every replacement Note shall constitute a contractual obligation of the Issuers. 
  

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 SECTION 2.09. Outstanding Notes. 
 The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those canceled by it, those delivered to it for cancellation and those described in this Section as not
outstanding. A Note does not cease to be outstanding because the Issuers or any of their Affiliates holds the Note (subject to the provisions of Section 2.10). 
 If a Note is replaced pursuant to Section 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that
the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.08. 
 If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption
Date or the Maturity Date the Trustee or Paying Agent (other than the Issuers or Affiliates thereof) holds U.S. Legal Tender or U.S. Government Securities sufficient to pay all of the principal of, premium, if any, and interest due on the Notes
payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue. 
 SECTION 2.10. Treasury
Notes. 
 In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Issuers or any of its Affiliates shall be disregarded, except that, for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer
of the Trustee actually knows are so owned shall be disregarded. 
 SECTION 2.11. Temporary Notes. 
 Until definitive Notes are ready for delivery, the Issuers may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of definitive Notes but may have variations that the Issuers consider appropriate for temporary Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange
for temporary Notes. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as definitive Notes. Notwithstanding the foregoing, so long as the Notes are represented by a Global Note, such Global Note may
be in typewritten form. 
 SECTION 2.12. Cancellation. 
 The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for transfer, exchange or payment. The Trustee
or, at the direction of the Trustee, the Registrar or 

  

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the Paying Agent (other than the Issuers or a Subsidiary), and no one else, shall cancel and, at the written direction of the Issuers, shall dispose of all
Notes surrendered for transfer, exchange, payment or cancellation in accordance with its customary procedures. Subject to Section 2.08, the Issuers may not issue new Notes to replace Notes that it has paid or delivered to the Trustee for
cancellation. If the Issuers or any Guarantor shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee
for cancellation pursuant to this Section 2.12. 
 SECTION 2.13. Defaulted Interest. 
 If the Issuers default in a payment of interest on the Notes, they shall, unless the Trustee fixes another record date pursuant to Section 6.10, pay the
defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest, in any lawful manner. The Issuers may pay the defaulted interest to the persons who are Holders on a subsequent special record date, which special record
date shall be the fifteenth day next preceding the date fixed by the Issuers for the payment of defaulted interest or the next succeeding Business Day if such date is not a Business Day. At least 15 days before any such subsequent special record
date, the Issuers shall mail to each Holder, with a copy to the Trustee, a notice that states the subsequent special record date, the payment date and the amount of defaulted interest, and interest payable on such defaulted interest, if any, to be
paid. The Issuers may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Notes may be listed and, upon such notice as may be required by
such exchange, if, after written notice given by the Issuers to the Trustee of the proposed payment pursuant to this sentence, such manner of payment shall be deemed practicable by the Trustee. 
 SECTION 2.14. CUSIP Number. 
 The Issuers in issuing
the Notes may use a “CUSIP” number, and if so, the Trustee shall use the CUSIP number in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state that no representation
is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Issuers will promptly notify the Trustee of any
change in the CUSIP numbers. 
 SECTION 2.15. Deposit of Moneys. 
 Prior to 10:00 a.m. New York City time on each Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date and Asset Sale Offer Payment Date, the Issuers shall have deposited with the Paying
Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date and Asset Sale Offer Payment Date, as the case may be, in a timely
manner which permits the Paying Agent to remit payment to the Holders on such Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date 

  

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and Asset Sale Offer Payment Date, as the case may be. The principal amount and interest on Global Notes shall be payable to the Depositary or its nominee,
as the case may be, as the sole registered owner and the sole Holder of the Global Notes represented thereby. The principal amount and interest on Physical Notes shall be payable, either in person or by mail, at the office of the Paying Agent.

 SECTION 2.16. Book-Entry Provisions for Global Notes. 
 (a) Rule 144A Notes and Other Notes shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes
initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes
representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, in
each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with
respect to Regulation S Global Notes. 
 Members of, or direct or indirect participants in, the Depositary (“Agent Members”)
shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Notes, and the Depositary may be treated by the Issuers, the Trustee and any agent
of the Issuers or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

 (b) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depositary, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.17. In addition, a Global Note
shall be exchangeable for Physical Notes if (i) DTC is at any time unwilling or unable to continue as a depositary for the Global Notes and a successor depositary is not appointed by the Issuers within 90 days, (ii) requested by a holder of such
interests, subject to the procedures of DTC, (iii) DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days, or (iv) the Issuers, at their option, notify the trustee that they
elect to cause the issuance of certificated notes, subject to the procedures of DTC. In all cases, Physical Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved
denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). 
  

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 (c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global
Note to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the
principal amount of the beneficial interest in the Global Note to be transferred, and the Issuers shall execute, and the Trustee shall upon receipt of a written order from the Issuers authenticate and make available for delivery, one or more
Physical Notes of like tenor and amount. 
 (d) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant
to paragraph (b), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in writing in
exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Physical Notes of authorized denominations. 
 (e) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b), (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.17, bear
the Private Placement Legend or, in the case of the Regulation S Global Note, the legend set forth in Exhibit C, in each case, unless the Issuers determine otherwise in compliance with applicable law. 
 (f) On or prior to the 40th day after the later of the commencement of the offering of the Notes represented by the Regulation S Global Note and the
issue date of such Notes (such period through and including such 40th day, the “Restricted Period”), a beneficial interest in a Regulation S Global Note may be transferred to a Person who takes delivery in the form of an interest in
the corresponding Restricted Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made (i)(a) to a Person that the transferor reasonably believes is a Qualified
Institutional Buyer in a transaction meeting the requirements of Rule 144A or (b) pursuant to another exemption from the registration requirements under the Securities Act which is accompanied by an Opinion of Counsel regarding the availability of
such exemption and (ii) in accordance with all applicable securities laws of any state of the United States or any other jurisdiction. 
 (g)
Beneficial interests in the Restricted Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor
first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Regulation S or Rule 144 (if available). 
 (h) Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in another Global Note shall, upon transfer, cease to be an interest in such Global
Note and become an interest in such other Global Note and, accordingly, shall thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an
interest. 
  

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 (i) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent
Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 
 SECTION 2.17. Special Transfer Provisions. 
 (a) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S.
Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person:

 (i) the Registrar shall register the transfer of any Note constituting a Restricted Security, whether or not such Note
bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the date of original issuance thereof or such other date as such Note shall be freely transferable under Rule 144 as certified in an Officers’
Certificate or (y) (1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit
E hereto or (2) in the case of a transfer to a Non-U.S. Person (including a QIB), the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit F hereto; provided that in the case of any
transfer of a Note bearing the Private Placement Legend for a Note not bearing the Private Placement Legend, the Registrar has received an Officers’ Certificate authorizing such transfer; and 
 (ii) if the proposed transferor is an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Registrar of (x)
the certificate, if any, required by paragraph (i) above and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures, 
 whereupon (a) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of outstanding Physical Notes) a decrease in the principal amount of a Global Note in an amount equal to the
principal amount of the beneficial interest in a Global Note to be transferred, and (b) the Registrar shall reflect on its books and records the date and an increase in the principal amount of a Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note transferred or the Issuers shall execute and the Trustee shall authenticate and make available for delivery one or more Physical Notes of like tenor and amount. 
 (b) Transfers to QIBs. The following provisions shall apply with respect to the registration or any proposed registration of transfer of a Note
constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): 
  

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 (i) the Registrar shall register the transfer if such transfer is being made by a
proposed transferor who has checked the box provided for on such Holder’s Note stating, or to a transferee who has advised the Issuers and the Registrar in writing, that it is purchasing the Note for its own account or an account with respect
to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from
registration provided by Rule 144A; and 
 (ii) if the proposed transferee is an Agent Member, and the Notes to be transferred
consist of Physical Notes which after transfer are to be evidenced by an interest in the Global Note, upon receipt by the Registrar of instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar
shall reflect on its books and records the date and an increase in the principal amount of the Global Note in an amount equal to the principal amount of the Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so
transferred. 
 (c) Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes not bearing the
Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only
Notes that bear the Private Placement Legend unless (i) it has received the Officers’ Certificate required by paragraph (a)(i)(y) of this Section 2.17, (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to
the Issuers and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (iii) such Note has been sold pursuant to an
effective registration statement under the Securities Act and the Registrar has received an Officers’ Certificate from the Issuers to such effect. 
 (d) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. 
 The Registrar shall retain for a period of
two years copies of all letters, notices and other written communications received pursuant to Section 2.16 or this Section 2.17. The Issuers shall have the right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable notice to the Registrar. 
  

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 SECTION 2.18. Computation of Interest. 
 Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months and actual days elapsed. 
 SECTION 2.19. Issuance of Additional PIK Notes. 
 (a)
The Issuers shall be entitled to issue Additional PIK Notes under this Indenture as interest on the Notes. The Notes issued on the Issue Date, any such Additional PIK Notes and any Additional Notes issued pursuant to Section 2.01 shall be treated as
a single class for all purposes under this Indenture. 
 (b) Unless otherwise agreed to between the Issuers and the Trustee, with respect to
any Additional PIK Notes, the Issuers shall deliver to the Trustee and the Paying Agent: 
 (1) no later than the record date
for the relevant interest payment date, a written notice setting forth the extent to which such interest payment will be made in the form of cash, if an election is made to pay in cash, and if no such election is made and no written notice is
delivered, such interest payment shall otherwise be payable in Additional PIK Notes; and 
 (2) no later than two Business
Days prior to the relevant interest payment date, (i) if such securities are in definitive form, the required amount of new definitive Additional PIK Notes and an order to authenticate and deliver such Additional PIK Notes or (ii) if such Notes are
in global form, an order to increase the principal amount of such Notes by the relevant amount (or, if necessary, pursuant to the requirements of the Depositary or otherwise to authenticate new Global Notes executed by the Issuers with such
increased principal amounts). 
 (c) Any Additional PIK Notes shall, after being executed and authenticated pursuant to Section 2.03, be (i)
mailed to the person entitled thereto as shown on the register for the definitive Notes as of the relevant Record Date or (ii) deposited into the account specified by the Holder or Holders thereof as of the relevant Record Date if the Notes are held
in global form. Alternatively, the Issuers may direct the Paying Agent to make the appropriate amendments to the schedule of principal amounts of the relevant Global Notes outstanding and arrange for deposit into the account specified by the Holder
or Holders thereof as of the relevant Record Date. Payment shall be made in such form and upon such terms as specified herein and the Issuers shall and Paying Agent may take additional steps as is necessary to effect such payment. 
  

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 ARTICLE THREE 
 REDEMPTION 
 SECTION 3.01. Notices to Trustee. 
 If the Issuers elect to redeem Notes pursuant to Section 5 or Section 6 of the Notes, they shall notify the Trustee in writing of the Redemption Date, the
Redemption Price and the principal amount of Notes to be redeemed. The Issuers shall give notice of redemption to the Paying Agent and Trustee at least 30 days but not more than 60 days before the Redemption Date (unless a shorter notice shall be
agreed to by the Trustee in writing), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein. 
 SECTION 3.02. Selection of Notes To Be Redeemed. 
 If less than all of the Notes are to be redeemed at any time, the Trustee
will select Notes for redemption as follows: 
 (1) if the Notes are listed on a national securities exchange, in compliance
with the requirements of the principal national securities exchange on which the Notes are listed; or 
 (2) if the Notes are
not listed on any securities exchange, on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate. 
 No
Notes of a principal amount of $2,000 or less shall be redeemed in part. 
 SECTION 3.03. Notice of Redemption. 
 At least 30 days but not more than 60 days before a Redemption Date, the Issuers shall mail a notice of redemption by first class mail, postage prepaid,
to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of this Indenture. At the Issuers’ request, the Trustee shall forward the notice of redemption in the Issuers’ name and at the Issuers’ expense; provided that, in such case, the Trustee has received notice from
the Issuers at least 31 days, but not more than 60 days, before a Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee). Notes called for redemption become due on the date fixed for redemption. On and after the
Redemption Date, interest ceases to accrue on Notes or portions of them called for redemption. Each notice of redemption shall identify the Notes (including the CUSIP number) to be redeemed and shall state: 
 (1) the Redemption Date; 
  

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 (2) the Redemption Price and the amount of accrued interest, if any, to be paid;

 (3) the name and address of the Paying Agent; 
 (4) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price plus accrued interest, if
any; 
 (5) that, unless the Issuers default in making the redemption payment, interest on Notes called for redemption ceases
to accrue, on and after the Redemption Date, and the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Notes redeemed; 
 (6) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption
Date, and upon surrender of such Note, a new Note or Notes in aggregate principal amount equal to the unredeemed portion thereof will be issued; 
 (7) if fewer than all the Notes are to be redeemed, the identification of the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal amount of Notes to be redeemed and the aggregate
principal amount of Notes to be outstanding after such partial redemption; and 
 (8) the Section of the Notes pursuant to
which the Notes are to be redeemed. 
 The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given,
whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for
the redemption of any other Note. Notices of redemption may not be conditional. 
 SECTION 3.04. Effect of Notice of Redemption. 
 Once notice of redemption is mailed in accordance with Section 3.03, Notes called for redemption become due and payable on the Redemption Date and at the
Redemption Price plus accrued interest, if any. Upon surrender to the Trustee or Paying Agent, such Notes called for redemption shall be paid at the Redemption Price (which shall include accrued interest thereon to the Redemption Date), but
installments of interest, the maturity of which is on or prior to the Redemption Date, shall be payable to Holders of record at the close of business on the relevant Record Dates. On and after the Redemption Date interest shall cease to accrue on
Notes or portions thereof called for redemption. 
  

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 SECTION 3.05. Deposit of Redemption Price. 
 On or before 10:00 a.m. New York time on the Redemption Date, the Issuers shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay the
Redemption Price plus accrued interest, if any, of all Notes to be redeemed on that date. 
 If the Issuers comply with the preceding
paragraph, then, unless the Issuers default in the payment of such Redemption Price plus accrued interest, interest on the Notes to be redeemed will cease to accrue, on and after the applicable Redemption Date, whether or not such Notes are
presented for payment. 
 SECTION 3.06. Notes Redeemed in Part. 
 If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the
unredeemed portion of the original Note shall be issued in the name of the Holder thereof upon cancellation of the original Note. 
 ARTICLE
FOUR 
 COVENANTS 
 SECTION 4.01. Payment of
Notes. 
 (a) The Issuers shall pay the principal of (and premium, if any) and interest on the Notes on the dates and in the manner
provided in the Notes and this Indenture. An installment of principal of, or interest on the Notes shall be considered paid on the date it is due if the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds on that date U.S.
Legal Tender designated for and sufficient to pay the installment. Interest on the Notes will be computed as set forth in Exhibit A. 
 (b)
The Issuers shall pay interest on overdue principal (including, without limitation, post petition interest in a proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the same rate per annum borne by the Notes.

 SECTION 4.02. Maintenance of Office or Agency. 
 (a) The Issuers shall maintain in the continental United States, the office or agency required under Section 2.04. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office
or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address
of the Trustee set forth in Section 12.02. 
  

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 (b) The Issuers may also from time to time designate one or more other offices or agencies where the
Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. 
 (c) The Issuers hereby initially designate the Corporate Trust Office of the Trustee as one
such office or agency of the Issuers in accordance with Section 2.04. 
 SECTION 4.03. Corporate Existence. 
 Except as otherwise permitted by Article Five, the Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect
their corporate existence in accordance with their organizational documents and the rights (charter and statutory) and material franchises of the Issuers. 
 SECTION 4.04. Payment of Taxes and Other Claims. 
 The Issuers shall, and shall cause each of their Subsidiaries to, pay or
discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all material taxes, assessments and governmental charges levied or imposed upon them or any of their respective Subsidiaries or upon the income, profits or
property of them or any of their respective Subsidiaries and (b) all lawful claims for labor, materials and supplies which, in each case, if unpaid, might by law become a material liability or Lien upon the property of them or any of their
Restricted Subsidiaries; provided, however, that the Issuers shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings. 
 SECTION 4.05. Maintenance of Properties and Insurance. 
 (a) The Issuer shall cause all material properties owned by or leased by it or any of its Restricted Subsidiaries used or useful to the conduct of its
business or the business of any of its Restricted Subsidiaries to be maintained and kept in normal condition, repair and working order and supplied with all necessary equipment and shall cause to be made all repairs, renewals, replacements, and
betterments thereof, all as in its judgment may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 4.05 shall
prevent the Issuer or any of its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of
the Issuer or any such Restricted Subsidiary desirable in the conduct of the business of the Issuer or any such Restricted Subsidiary; provided, further, that nothing in this Section 4.05 shall prevent the Issuer or any of its
Restricted Subsidiaries from discontinuing or disposing of any properties to the extent otherwise permitted by this Indenture. 
  

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 (b) The Issuer shall maintain, and shall cause its Restricted Subsidiaries to maintain, insurance with
responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by similar businesses of similar size, including property and casualty
loss, workers’ compensation and interruption of business insurance. 
 SECTION 4.06. Compliance Certificate; Notice of Default. 
 (a) The Issuers shall deliver to the Trustee, within 90 days after the close of each fiscal year commencing with the fiscal year ending December 31, 2006,
an Officers’ Certificate stating that a review of the activities of the Issuers and their Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and
fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuers during such preceding fiscal year have kept, observed, performed
and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall
describe its status with particularity. The Officers’ Certificate shall also notify the Trustee should the Issuers elect to change the manner in which they fix their fiscal year end. 
 (b) The Issuers shall deliver to the Trustee as soon as possible, and in any event within five days after the Issuers become aware of the occurrence of
any Default, an Officers’ Certificate specifying the Default and describing its status with particularity and the action proposed to be taken thereto. 
 (c) The Issuers’ fiscal years currently end on December 31. The Issuers will provide written notice to the Trustee of any change in their fiscal year. 
 SECTION 4.07. Compliance with Laws. 
 (a) The Issuers
shall comply, and shall cause each of their Restricted Subsidiaries to comply, with all applicable statutes, rules, regulations, orders and restrictions of the United States, all states and municipalities thereof, and of any governmental department,
commission, board, regulatory authority, bureau, agency and instrumentality of the foregoing, in respect of the conduct of their respective businesses and the ownership of their respective properties, except, in any such case, to the extent the
failure to so comply would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuers and their Restricted Subsidiaries taken as a
whole. 
  

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 SECTION 4.08. Waiver of Stay, Extension or Usury Laws. 
 The Issuers covenant (to the extent permitted by applicable law) that they will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Issuers from paying all or any portion of the principal of and/or interest on the Notes as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture, and (to the extent permitted by applicable law) the Issuers hereby expressly waive all benefit or advantage of any such law, and
covenant that they will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
 SECTION 4.09. Change of Control. 
 (a) If a Change of
Control occurs, each Holder will have the right to require the Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of $1) of that Holder’s Notes pursuant to a Change of Control Offer (the “Change of Control
Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuers will offer to pay an amount in cash (the “Change of Control Payment”) equal to 101% of the principal amount of Notes repurchased,
plus accrued and unpaid interest and Special Interest thereon, if any, on the Notes repurchased to the date of purchase. 
 (b) Within 60
days following any Change of Control, the Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date (the “Change of Control Payment
Date”) specified in such notice, which date shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice.
Such notice shall state: 
 (1) that the Change of Control Offer is being made pursuant to this Section 4.09 and that all
Notes tendered and not withdrawn will be accepted for payment; 
 (2) the purchase price (including the amount of accrued
interest) and the Change of Control Payment Date; 
 (3) that any Note not tendered will continue to accrue interest;

 (4) that, unless the Issuers default in making payment therefor, any Note accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest, on and after the Change of Control Payment Date; 
 (5) that Holders electing to
have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of 

  

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Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day prior to the Change of Control Payment Date; 
 (6) that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the
Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 
 (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; and 
 (8) the circumstances and relevant facts regarding such Change of Control. 
 (c) On or before the Change of Control Payment Date, the Issuers will, to the extent lawful: 
 (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; 
 (2) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the Change of Control Payment in respect of all Notes or portions
thereof so tendered; and 
 (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an
Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. 
 (d) The
Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1.00. 
 Prior to complying with any of the provisions of this Section 4.09, but in any event within 90 days following a Change of Control, to the extent required
to permit the Issuers to comply with this Section 4.09, the Issuers will either repay all outstanding Indebtedness under the Credit Agreement or obtain the requisite consents if any, under the Credit Agreement. The Issuers will publicly announce the
results of the Change of Control Offer as soon as practicable after the Change of Control Payment Date. However, if the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any
accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Change of Control Offer.

  

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 (e) Notwithstanding the foregoing, the Issuers shall not be required to make a Change of Control Offer,
as provided above, if, in connection with or in contemplation of any Change of Control, they or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher
than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. The Alternate Offer must comply with all the other provisions applicable to the Change of Control Offer, shall
remain, if commenced prior to the Change of Control, open for acceptance until the consummation of the Change of Control and must permit Holders to withdraw any tenders of Notes made into the Alternate Offer until the final expiration or
consummation thereof. 
 (f) The Issuers will comply, and will cause any third party making a Change of Control Offer or an Alternate Offer
to comply, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with a Change of Control Offer or an Alternate Offer.
To the extent the provisions of any applicable securities laws or regulations conflict with the provisions of this Indenture relating to a Change of Control Offer, the Issuers will not be deemed to have breached their obligations under this
Indenture by virtue of complying with such laws or regulations. 
 SECTION 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock.

 (a) The Issuers will not, and will not permit any of their Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness
(including Acquired Debt), and the Issuers will not permit any of their Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, (i) that the Issuers may incur Indebtedness (including Acquired Debt) if the Fixed
Charge Coverage Ratio for the Issuers’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least
2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) (the “Issuer Exception”), (ii) Publishing may incur Indebtedness (including Acquired Debt) and may issue
Preferred Stock if the Fixed Charge Coverage Ratio for Publishing’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is
incurred would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom (the “Publishing Exception”) and (iii) Houghton Mifflin and any Restricted
Subsidiary of Houghton Mifflin may incur Indebtedness (including Acquired Debt) and may issue Preferred Stock if the Fixed Charge Coverage Ratio for Houghton Mifflin’s most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have 

  

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been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) (the
“Houghton Exception” and, together with the Issuer Exception and the Publishing Exception, the “Coverage Ratio Exception”), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued,
as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. 
 (b) Section
4.10(a) will not prohibit the incurrence of any of the following (collectively, “Permitted Debt”): 
 (1) the
existence of Indebtedness under the Credit Agreement together with the incurrence of the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’
acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $350.0 million outstanding at any one time less the amount of all mandatory principal payments actually made by the
borrower thereunder in respect of Indebtedness thereunder with Net Proceeds from Asset Sales; 
 (2) the incurrence by the
Issuer and its Restricted Subsidiaries of Indebtedness represented by (x) the Notes (including any guarantee thereof) issued on the Issue Date and (y) Additional PIK Notes issued from time to time in payment of accrued interest on the Notes;

 (3) Existing Indebtedness (other than Indebtedness described in clauses (1) and (2) of this Section 4.10(b)); 

(4) Indebtedness (including Capitalized Lease Obligations) incurred by the Issuer or any Restricted Subsidiary to finance the purchase,
lease or improvement of property (real or personal) or equipment that is used or useful in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount
that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (4), does not exceed the greater of (x) $40.0 million and (y) 5.0% of Consolidated Tangible Assets; 
 (5) Indebtedness incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of
credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or
self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such
obligations are reimbursed within 30 days following such drawing or incurrence; 
  

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 (6) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary
providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any
Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that (A) such Indebtedness is not reflected on the balance sheet of the Issuer or any Restricted
Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (A)) and (B) the maximum
assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any
subsequent changes in value) actually received by the Issuer and any Restricted Subsidiaries in connection with such disposition; 
 (7) Indebtedness of the Issuer owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Issuer or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance
or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Issuer or a Restricted Subsidiary) shall be
deemed, in each case, to constitute the incurrence of such Indebtedness by the issuer thereof and (B) if the Issuer is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all
obligations of the Issuer with respect to the Notes; 
 (8) shares of Preferred Stock of a Restricted Subsidiary issued to the
Issuer or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent
transfer of any such shares of Preferred Stock (except to the Issuer or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock; 
 (9) Hedging Obligations of the Issuer or any Restricted Subsidiary and related guarantees to the extent permitted under clause (12) below
(excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting (A) interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding or (B) exchange rate risk
with respect to any currency exchange; 
 (10) obligations in respect of performance and surety bonds and performance and
completion guarantees provided by the Issuer or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; 
  

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 (11) Indebtedness of the Issuer or any Restricted Subsidiary or Preferred Stock of any
Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then
outstanding and incurred pursuant to this clause (11), does not at any one time outstanding exceed $125.0 million (it being understood that any Indebtedness or Preferred Stock incurred pursuant to this clause (11) shall cease to be deemed incurred
or outstanding for purposes of this clause (11) but shall be deemed incurred for the purposes of Section 4.10(a) from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness or Preferred Stock
under Section 4.10(a) without reliance on this clause (11)); 
 (12) any guarantee by the Issuer or a Restricted Subsidiary of
Indebtedness or other obligations of the Issuer or any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture; 
 (13) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or Preferred Stock that serves to refund or refinance any
Indebtedness incurred as permitted by Section 4.10(a) and clauses (2) and (3) above, this clause (13) and clause (14) below or any Indebtedness issued to so refund or refinance such Indebtedness including additional Indebtedness incurred to pay
premiums and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness (A) has a Weighted Average Life to Maturity at the time such
Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced, (B) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated or
pari passu to the Notes, such Refinancing Indebtedness is subordinated or pari passu to the Notes at least to the same extent as the Indebtedness being refinanced or refunded, (C) shall not include (x) Indebtedness or Preferred Stock
of a Subsidiary that is not a Guarantor that refinances Indebtedness or Preferred Stock of the Issuer or (y) Indebtedness or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness or Preferred Stock of an Unrestricted
Subsidiary, (D) shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded or refinanced and (E) shall not have a stated maturity
date prior to the Stated Maturity of the Indebtedness being refunded or refinanced; and provided, further, that subclauses (A), (B) and (E) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness of a
Restricted Subsidiary of the Issuer; 
 (14) Indebtedness or Preferred Stock of Persons that are acquired by the Issuer or any
Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that such Indebtedness or Preferred 

  

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Stock is not incurred in connection with or in contemplation of such acquisition or merger; and provided, further, that after giving effect to such
acquisition or merger, (A) in the case of Indebtedness and Preferred Stock of the Issuer, the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Issuer Exception, (B) in the case of Indebtedness and
Preferred Stock of Publishing, Publishing would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Publishing Exception or (C) in the case of Indebtedness and Preferred Stock of Houghton Mifflin and any Restricted
Subsidiary of Houghton Mifflin, Houghton Mifflin and any Restricted Subsidiary would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Houghton Exception; 
 (15) Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against
insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its incurrence; 
 (16) Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer supported by a letter of credit issued pursuant to the Credit Agreement in a principal amount not in excess of the stated amount of such
letter of credit; and 
 (17) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing
that is not recourse to the Issuer or any Restricted Subsidiary of the Issuer other than a Securitization Subsidiary (except for Standard Securitization Undertakings). 
 (c) Notwithstanding any other provision in this Section 4.10, the maximum amount of Indebtedness that the Issuer or any of its Restricted Subsidiaries may incur pursuant to this Section 4.10 shall not be deemed to be
exceeded as a result of fluctuations in exchange rates of currencies. The outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any Guarantee, Lien, letter of credit or similar
instrument supporting such Indebtedness shall be disregarded, so long as the obligor is permitted to incur such obligation. For purposes of determining compliance with this Section 4.10, in the event that an item of proposed Indebtedness meets the
criteria of more than one of the categories of Permitted Debt described in clauses (1) through (17) of Section 4.10(b) above, or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer will be permitted to classify and later
reclassify such item of Indebtedness in any manner that complies with this Section 4.10 (provided that all Indebtedness outstanding under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (1) of
Section 4.10(b) above), and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories (provided that at the time of reclassification it meets the criteria in such category or categories).
Accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness (including the issuance of Additional PIK Notes in payment of interest on the Notes) or the increase in liquidation preference of
preferred stock will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.10. 
  

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 SECTION 4.11. Restricted Payments. 
 (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (A) declare or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in
connection with any merger or consolidation (other than (A) dividends or distributions by the Issuer payable in Equity Interests (other than Disqualified Stock) of the Issuer or in options, warrants or other rights to purchase such Equity Interests
(other than Disqualified Stock) or (B) dividends or distributions by a Restricted Subsidiary to the Issuer or any other Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of
securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such
class or series of securities); 
 (B) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the
Issuer or any direct or indirect parent corporation of the Issuer, including in connection with any merger or consolidation involving the Issuer; 
 (C) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Indebtedness
subordinated or junior in right of payment to the Notes (other than (x) Indebtedness permitted under clauses (7) and (8) of the definition of “Permitted Debt” in Section 4.10(b) or (y) the purchase, repurchase or other acquisition of
Indebtedness subordinated or junior in right of payment to the Notes, purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or
acquisition); or 
 (D) make any Restricted Investment (all such payments and other actions set forth in these clauses (A)
through (D) being collectively referred to as “Restricted Payments”), 
 unless, at the time of and after giving effect to such Restricted
Payment: 
 (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such
Restricted Payment; and 
  

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 (2) (A) with respect to a Restricted Payment by the Issuer, the Issuer would, at the time
of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Issuer Exception (it being understood that for purposes of calculating the Fixed Charge Coverage Ratio for this clause (A) only, any of the Issuer’s and Publishing’s noncash interest expense and amortization of original
issue discount shall be excluded); (B) with respect to a Restricted Payment by Publishing, Publishing would at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the
beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Publishing Exception or (C) with respect to a Restricted Payment by Houghton Mifflin or any Restricted Subsidiary
of Houghton Mifflin, Houghton Mifflin and any Restricted Subsidiary of Houghton Mifflin would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of
the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Houghton Exception; and 
 (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and the Restricted Subsidiaries after January 30, 2003 (excluding Restricted Payments permitted by
clauses (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (B) thereof), (3), (4), (5), (6), (8), (10), (11), (12), (13), (14), (15) and (16) of Section 4.11(b)), is less than the sum, without duplication, of

 (a) 50% of the Consolidated Net Income (it being understood that for purposes of calculating Consolidated Net Income
pursuant to this clause 3(a) only, any of the Issuer’s and Publishing’s noncash interest expense and amortization of original issue discount shall be excluded) of the Issuer for the period (taken as one accounting period) from the
beginning of the first fiscal quarter commencing after January 30, 2003 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case
such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus 
 (b) 100% of the aggregate net
cash proceeds and the fair market value, as determined in good faith by the Board of Directors of the Issuer, of property and marketable securities received by the Issuer since immediately after January 30, 2003 from the issue or sale of (x) Equity
Interests of the Issuer (including Retired Capital Stock) (other than cash proceeds and marketable securities received from the sale of Equity Interests to members of management, directors or consultants of the Issuer, any direct or indirect parent
corporation of the Issuer and its Subsidiaries after January 30, 2003 to the extent such amounts have been 

  

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applied to Restricted Payments made in accordance with clause (4) of Section 4.11(b)) and, to the extent actually contributed to the Issuer, Equity Interests
of the Issuer’s direct or indirect parent corporations or (y) debt securities of the Issuer that have been converted into such Equity Interests of the Issuer (other than Refunding Capital Stock (as defined below) or Equity Interests or
convertible debt securities of the Issuer sold to a Restricted Subsidiary or the Issuer, as the case may be, and other than Disqualified Stock or debt securities that have been converted into Disqualified Stock), plus 
 (c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of the Issuer,
of property and marketable securities contributed to the capital of the Issuer following January 30, 2003 (other than by a Restricted Subsidiary and by any Excluded Contributions), plus 
 (d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Board of Directors of the
Issuer, of property and marketable securities received by means of (A) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases
and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries or (B) the sale (other than to the
Issuer or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted
Subsidiary pursuant to clause (7) or (11) of Section 4.11(b) or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary, plus 
 (e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an
Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary, as
determined by the Board of Directors of the Issuer in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets (other than an
Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (7) or (11) of Section 4.11(b) or to the extent such Investment constituted a Permitted Investment).

  

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 (b) Notwithstanding the foregoing, the provisions set forth in Section 4.11(a) do not prohibit:

 (1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such
payment would have complied with the provisions of this Indenture; 
 (2) (A) the redemption, repurchase, retirement or other
acquisition of any Equity Interests of Houghton or any direct or indirect parent corporation (“Retired Capital Stock”) or Indebtedness subordinated to the Notes, in exchange for or out of the proceeds of the substantially concurrent
sale (other than to a Restricted Subsidiary or the Issuer) of Equity Interests of the Issuer or any direct or indirect parent corporation thereof or contributions to the equity capital of the Issuer (in each case, other than Disqualified Stock)
(“Refunding Capital Stock”) and (B) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 4.11(b), the declaration and
payment of dividends on the Refunding Capital Stock in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such Retired Capital Stock immediately prior to such
retirement; 
 (3) the redemption, repurchase or other acquisition or retirement of Indebtedness subordinated to the Notes
made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the borrower thereof, which is incurred in compliance with Section 4.10 hereof so long as (A) the principal amount of such new Indebtedness
does not exceed the principal amount of the Indebtedness subordinated to the Notes being so redeemed, repurchased, acquired or retired for value plus the amount of any reasonable premium required to be paid under the terms of the instrument
governing the Indebtedness subordinated to the Notes being so redeemed, repurchased, acquired or retired, (B) such Indebtedness is subordinated to such Notes and any Guarantees thereof at least to the same extent as such Indebtedness subordinated to
such Notes so purchased, exchanged, redeemed, repurchased, acquired or retired for value, (C) such Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness subordinated to such
Notes being so redeemed, repurchased, acquired or retired and (D) such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness subordinated to such Notes being
so redeemed, repurchased, acquired or retired; 
 (4) a Restricted Payment to pay for the repurchase, retirement or other
acquisition or retirement for value of common Equity Interests of the Issuer or any of its direct or indirect parent corporations held by any future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of
its direct or indirect parent corporations pursuant to any management equity plan or stock option plan or any other management 

  

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or employee benefit plan or agreement; provided, however, that the aggregate amount of Restricted Payments made under this clause (4) does not exceed
in any calendar year $10.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $20.0 million in any calendar year); and
provided, further, that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds from the sale of Equity Interests of the Issuer and, to the extent contributed to the Issuer, Equity Interests
of any of its direct or indirect parent corporations, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent corporations that occurs after January 30, 2003 plus
(B) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of the Issuer or any of its Subsidiaries or any of its direct or indirect parent corporations in connection with the Transactions that are
foregone in return for the receipt of Equity Interests of the Issuer or of any direct or indirect parent corporation of the Issuer pursuant to a deferred compensation plan of such corporation plus (C) the cash proceeds of key man life insurance
policies received by the Issuer or its Restricted Subsidiaries after January 30, 2003 (provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (A), (B) and (C) above in any calendar
year) less (D) the amount of any Restricted Payments previously made pursuant to clauses (A), (B) and (C) of this clause (4); 
 (5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary issued in accordance with this Section 4.11 to the extent such dividends are included in the
definition of “Fixed Charges” for such entity; 
 (6) the declaration and payment of dividends on Refunding Capital
Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) above; provided, however, in the case of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date of the declaration of such dividends on Refunding Capital Stock, after giving effect to such issuance or declaration on a pro forma basis, (A) in the case of Capital Stock of the Issuer,
the Issuer would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Issuer Exception (it being understood that for purposes of calculating the Fixed Charge Coverage Ratio for this purpose only, any of the
Issuer’s and Publishing’s noncash interest expense and amortization of original issue discount shall be excluded), (B) in the case of Capital Stock of Publishing, Publishing would have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Publishing Exception or (C) in the case of Capital Stock of Houghton Mifflin and any Restricted Subsidiary of Houghton Mifflin, Houghton Mifflin and any Restricted Subsidiary of Houghton Mifflin would have been permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Houghton Exception; 
  

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 (7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable
securities, not to exceed $25.0 million at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 
 (8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a
portion of the exercise price of such options or warrants; 
 (9) the payment of dividends on the Issuer’s common stock
following the first public offering of the Issuer’s common stock or the common stock of any of its direct or indirect parent corporations after the Issue Date of up to 6% per annum of the net proceeds received by or contributed to the Issuer in
any past or future public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution; 
 (10) Investments that are made with Excluded Contributions; 
 (11) other Restricted Payments in an aggregate amount not to exceed $25.0 million; 
 (12) the declaration and payment of dividends or distributions to, or the making of loans to, Parent in amounts required for it to pay:

 (A) franchise taxes and other fees, taxes and expenses required to maintain its corporate existence; 
 (B) with respect to each tax year or portion thereof that the Issuer is a corporation or a disregarded entity for applicable U.S. income
tax purposes and is part of a group filing consolidated or combined federal, state or local income tax returns of which a direct or indirect parent of the Issuer is the common parent, amounts required for the common parent to pay consolidated,
combined or similar federal, state or local income taxes (as the case may be) imposed on the common parent to the extent such income taxes are attributable to the income of the Issuer or its Subsidiaries; provided, however, that in each case the
amount of such payments in respect of any tax year does not exceed the lesser of (i) the actual tax liability of the consolidated group or (ii) the amount that the Issuer or its Subsidiaries would have been required to pay in respect of federal,
state or local income taxes (as the case may be) in respect of such year if the Issuer or its Subsidiaries paid such taxes directly as a stand-alone group, less, in each case, any such taxes payable directly by the Issuer or its Subsidiaries;

  

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 (C) customary salary, bonus and other benefits payable to officers and employees of any
direct or indirect parent corporation of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and 
 (D) general corporate overhead expenses (including professional expenses) in an amount not to exceed an aggregate of $2.0 million annually
for all direct or indirect parent corporations of the Issuer to the extent such expenses are attributable to the ownership or operation of Houghton and its Restricted Subsidiaries; 
 (13) cash dividends or other distributions on the Issuer’s or any Restricted Subsidiary’s Capital Stock used to, or the making
of loans, the proceeds of which will be used to fund the payment of fees and expenses incurred in connection with the Transactions or owed to Affiliates, in each case to the extent permitted by Section 4.14; 
 (14) the declaration and payment of dividends on the Issuer’s or any Restricted Subsidiary’s Capital Stock in an amount equal to
any purchase price adjustment amount pursuant to Section 2.4(d)(ii) of the Share Purchase Agreement due to a purchase price adjustment described in Section 2.2(b)(iii) of the Share Purchase Agreement; 
 (15) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase
Obligation in connection with a Qualified Securitization Financing; or 
 (16) the declaration and payment of dividends to
Parent or share repurchase or exchange with the net proceeds received by the Issuer from the sale of the Notes on the Issue Date; 
 provided,
however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (B) thereof), (5), (6), (7), (9) and (11) above,
no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof. 
 (c) The amount of all
Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Subsidiary, as the case may be, pursuant to the
Restricted Payment. The fair market value of any assets or securities that are required to be valued by this Section 4.11 will be determined in good faith by the Board of Directors of the Issuer. The Issuer’s determination must be based upon an
opinion or appraisal issued by an Independent Financial Advisor if the fair market value exceeds $25.0 million. 
 (d) As of the Issue Date,
all of the Issuer’s Subsidiaries will be Restricted Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted 

  

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Subsidiary except pursuant to the second to last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any
Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding investments by the Issuer and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount
determined as set forth in the second paragraph of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time under this Section 4.11 or the definition of
“Permitted Investments” and if such Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.” Unrestricted Subsidiaries will not be subject to any of the restrictive covenants described in this Indenture.

  

	SECTION	4.12. Liens. 

 (a) The Issuer will not directly or
indirectly, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) that secures obligations under any Indebtedness of the Issuer ranking pari passu with or subordinated to the Notes on any asset or property of the Issuer, or
any income or profits therefrom, or assign or convey any right to receive income therefrom, unless: 
 (1) in the case of
Liens securing Indebtedness subordinated to the Notes, the Notes are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or 
 (2) in all other cases, the Notes are equally and ratably secured, 
 (b) Notwithstanding the foregoing, Section 4.12(a) shall not apply to: 
 (i) Liens existing on the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date and Liens securing the
Existing Senior Secured Notes; 
 (ii) (A) Liens securing the Notes, (B) Liens securing Indebtedness not to exceed the greater
of (x) Indebtedness permitted to be incurred pursuant to clause (1) of the definition of “Permitted Debt” in Section 4.10(b) and (y) an amount equal to 2.75 times EBITDA for the most recently ended four fiscal quarters for which internal
financial statements are available and (C) Liens securing Indebtedness under clause (9) of the definition of “Permitted Debt” in Section 4.10(b); and 
 (iii) Permitted Liens. 
 SECTION 4.13.
Asset Sales. 
 (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

 (1) the Issuer (or such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at
least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; 
  

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 (2) in the case of Asset Sales involving consideration in excess of $10.0 million, the
fair market value is determined by the Issuer’s Board of Directors and evidenced by a Board Resolution set forth in an Officers’ Certificate delivered to the Trustee; and 
 (3) except for any Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted
Subsidiary is in the form of cash or Cash Equivalents. 
 For purposes of clause (3) above, the amount of (i) any liabilities (as shown on the Issuer’s
or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any
such assets and for which the Issuer and all Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the
Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and (iii) any Designated Noncash Consideration received by the Issuer or any of its Restricted Subsidiaries
in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Issuer), taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that
time outstanding, not to exceed the greater of (x) $50.0 million and (y) 6.0% of Consolidated Tangible Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash
Consideration being measured at the time received without giving effect to subsequent changes in value) shall be deemed to be cash for purposes of this paragraph and for no other purpose. 
 (b) Within 425 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer may apply those Net Proceeds at its option: 
 (1) to permanently reduce Obligations under the Credit Agreement (and to correspondingly reduce commitments with respect thereto) or
Indebtedness of the Issuer that ranks pari passu with the Notes (provided that if the Issuer shall so reduce such Indebtedness of the Issuer that ranks pari passu with the Notes, it will equally and ratably reduce Obligations
under the Notes by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Special
Interest, if any, the pro rata principal amount of Notes) or Indebtedness of a Restricted Subsidiary, in each case, other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; provided that, if an offer to purchase any
Indebtedness of Publishing or any of its Restricted Subsidiaries is made in accordance with the terms of such Indebtedness, 

  

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the obligation to permanently reduce Indebtedness of a Restricted Subsidiary will be deemed to be satisfied to the extent of the amount of the offer, whether
or not accepted by the holders thereof, and no Excess Proceeds in the amount of such offer will be deemed to exist following such offer; 
 (2) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary
owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other assets, in each of (A), (B) and (C), used or useful in a Permitted Business; and/or 
 (3) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the
acquisition of Capital Stock and it results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and
(C), replace the businesses, properties and assets that are the subject of such Asset Sale. 
 (c) When the aggregate amount of Net Proceeds
not applied or invested in accordance with the preceding paragraph (“Excess Proceeds”) exceeds $20.0 million, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders to purchase on a pro rata
basis the maximum principal amount of Notes that may be purchased out of the Excess Proceeds (“Asset Sale Offer Amount”). The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of Notes to be purchased
plus accrued and unpaid interest and Special Interest, if any, to the date of purchase (“Asset Sale Payment”), and will be payable in cash. 
 (d) Pending the final application of any Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

 (e) If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 
 (f) Upon the commencement of an Asset Sale
Offer, the Issuers shall send, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset
Sale Offer. Any Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: 
 (1) that the Asset Sale Offer is being made pursuant to this Section 4.13; 
  

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 (2) the Asset Sale Offer Amount, the Asset Sale Payment and the date on which Notes
tendered and accepted for payment shall be purchased, which date shall be at least 30 days and no later than 60 days from the date such notice is mailed (the “Asset Sale Payment Date”); 
 (3) that any Notes not tendered or accepted for payment shall continue to accrue interest; 
 (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Asset Sale Offer shall cease
to accrete or accrue interest after the Asset Sale Payment Date; 
 (5) that Holders electing to have a Note purchased
pursuant to the Asset Sale Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased; 
 (6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the
Notes completed, or transfer by book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three days before the Asset Sale Payment Date; 
 (7) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be,
receives, not later than the Asset Sale Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note
purchased; 
 (8) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Sale Offer Amount,
the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000 principal amount, or an integral multiple of $1.00, shall be
purchased); and 
 (9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); provided that such Notes shall be in denominations of $2,000 principal amount, or an integral multiple of $1.00. 
 (g) On the Asset Sale Payment Date, the Issuers shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered
pursuant to the Asset Sale Offer; (2) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the Asset Sale Payment in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes
so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuers. The Issuers shall publicly announce the results of the Asset Sale Offer on the Asset Sale
Payment Date. 
  

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 (h) The Paying Agent shall promptly mail to each Holder so tendered the Asset Sale Payment for such
Notes, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if
any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1.00. However, if the Asset Sale Payment Date is on or after an interest record date and on or before the related interest payment
date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale
Offer. 
 (i) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this
Section 4.13, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. 
 SECTION 4.14. Transactions with Affiliates. 
 (a) The
Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or
amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”) involving aggregate consideration in excess of $3.0 million, unless:

 (1) the Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary
than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and 
 (2) the Issuer delivers to the Trustee: 
 (a) with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a Board Resolution of the Board of Directors of the Issuer set forth in an Officers’ Certificate certifying that such Affiliate Transaction
complies with this Section 4.14 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuer; and 
  

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 (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to the Issuer of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor. 
 (b) The restrictions set forth in Section 4.14(a) do not apply to: 
 (1) transactions between or among the Issuer and/or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a
result of such transaction; 
 (2) Restricted Payments and Permitted Investments (other than pursuant to clause (10) of the
definition thereof) permitted by this Indenture; 
 (3) the payment to the Sponsors and any of their Affiliates of annual
management, consulting, monitoring and advisory fees pursuant to the Management Agreement in an aggregate amount not to exceed $5.0 million per year and related reasonable expenses and other obligations; 
 (4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or
consultants of the Issuer, any of its direct or indirect parent corporations or any Restricted Subsidiary; 
 (5) the payments
by the Issuer or any Restricted Subsidiary to the Sponsors and any of their Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without
limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Issuer in good faith; 
 (6) transactions in which the Issuer or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor
stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view; 
 (7)
payments or loans (or cancellations of loans) to employees or consultants of the Issuer or any of its direct or indirect parent corporations or any Restricted Subsidiary which are approved by a majority of the Board of Directors of the Issuer in
good faith and which are otherwise permitted under this Indenture; 
 (8) payments made or performance under any agreement as
in effect on the Issue Date (other than the Management Agreement and Stockholders Agreement, but including, without limitation, each of the other agreements entered into in connection with the Transactions) or any amendment thereto (so long as any
such amendment is not less advantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date); 
  

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 (9) the existence of, or the performance by the Issuer or any of its Restricted
Subsidiaries of its obligations under the terms of, the Stockholders Agreement (including any registration rights agreement or purchase agreements related thereto to which it is a party as of the Issue Date and any similar agreement that it may
enter into thereafter); provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any future amendment to the Stockholders Agreement or under any similar
agreement entered into after the Issue Date shall only be permitted by this clause (9) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to Holders in any material respect; 
 (10) the Transactions (including any share repurchase or exchange to create the Issuer and Parent) and the payment of all fees and
expenses related to the Transactions; 
 (11) transactions with customers, clients, suppliers, or purchasers or sellers of
goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to Issuer or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of
Directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 
 (12) if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted
Holder or of the Issuer to Parent or to any Permitted Holder; and 
 (13) any transaction effected as part of a Qualified
Securitization Financing. 
 SECTION 4.15. Dividend and Other Payment Restrictions Affecting Subsidiaries. 
 (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: 
 (1) pay dividends or make
any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of its
Restricted Subsidiaries; 
 (2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or 
 (3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries. 
  

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 (b) However, the preceding restrictions in Section 4.15(a) will not apply to encumbrances or restrictions
existing under or by reason of: 
 (1) contractual encumbrances or restrictions in effect on the Issue Date, including,
without limitation, pursuant to Existing Indebtedness or the Credit Agreement and their related documentation; 
 (2) this
Indenture and the Notes; 
 (3) purchase money obligations for property acquired in the ordinary course of business that
impose restrictions of the nature discussed in clause (3) of Section 4.15(a) on the property so acquired; 
 (4) applicable
law or any applicable rule, regulation or order; 
 (5) any agreement or other instrument of a Person acquired by the Issuer
or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person,
or the property or assets of the Person, so acquired; 
 (6) contracts for the sale of assets, including, without limitation,
customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; 
 (7) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.10 and 4.12 that limits the right of the debtor to
dispose of the assets securing such Indebtedness; 
 (8) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business; 
 (9) other Indebtedness of Restricted
Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.10; provided, that either (A) the provisions relating to such encumbrance or restriction contained in such
Indebtedness are no less favorable to the Issuer, taken as a whole, as determined by the Board of Directors of the Issuer in good faith than the provisions contained in the Credit Agreement or in the indentures governing the Existing Notes, in each
case, as in effect on the Issue Date or (B) any encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or event of default thereunder) the payment of dividends in an amount sufficient, as determined by the
Board of Directors of the Issuer in good faith, to make scheduled payments of cash interest on the Notes when due; 
  

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 (10) customary provisions in joint venture agreements and other similar agreements
entered into in the ordinary course of business; 
 (11) customary provisions contained in leases and other agreements entered
into in the ordinary course of business; 
 (12) any encumbrances or restrictions of the type referred to in clauses (1), (2)
and (3) of Section 4.15(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of
this Section 4.15(b), provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, no more
restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or
refinancing; or 
 (13) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified
Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary. 
 SECTION 4.16. Limitation on
Guarantees by Certain Subsidiaries. 
 (a) At any time upon the occurrence of the guarantee of any Indebtedness of the Issuer by any
Restricted Subsidiary of the Issuer organized under the laws of the United States or any state thereof, the Issuer will cause such Restricted Subsidiary (other than a Securitization Subsidiary) to execute a guarantee, satisfactory in form and
substance to the Trustee (and with such documentation relating thereto as the Trustee shall require, including, without limitation, the execution of a supplemental Guarantee and Opinions of Counsel as to the enforceability of such guarantee),
pursuant to which such Restricted Subsidiary will become a Guarantor; provided, however, that if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly
subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Guarantee pursuant to customary subordination provisions. 
 (b) Notwithstanding the foregoing Section 4.16(a), any Guarantee will provide by its terms that it will automatically and unconditionally be released and
discharged under the circumstances described in Article Eleven. 
  

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 SECTION 4.17. Reports to Holders. 
 (a) Whether or not required by the Commission, so long as any Notes are outstanding, the Issuer will furnish to the Holders, within the time periods specified in the Commission’s rules and regulations:

 (1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission
on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on
the annual financial statements by the Issuer’s certified independent accountants; and 
 (2) all current reports that
would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports. 
 (b) In addition, whether
or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s
rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes remain
outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (c) In addition, the reports, information and other documents required to be filed and furnished to Holders pursuant to this Section 4.17 may, at the
option of the Issuer, include similar information with respect to Houghton Mifflin. 
 (d) Notwithstanding the foregoing, such requirements
shall be deemed satisfied prior to the commencement of the Exchange Offer (as defined in the Registration Rights Agreement) or the effectiveness of the Shelf Registration Statement (as defined in the Registration Rights Agreement) by the filing with
the Commission of the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) and/or Shelf Registration Statement, or any other registration statement by it or by Parent and any amendments thereto, with such financial
information that satisfies Regulation S-X of the Securities Act. 
 (e) In addition, if at any time Parent becomes a Guarantor (there being
no obligation of Parent to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer (and performs the related incidental activities associated with such ownership) and complies with the requirements of
Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders pursuant to this Section 4.17 may, at the option of the Issuer, be
filed by and be those of Parent rather than the Issuer. 
  

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 SECTION 4.18. Business Activities. 
 The Issuer will not, and will not permit any Restricted Subsidiary (other than a Securitization Subsidiary) to, engage in any business other than Permitted Businesses, except to such extent as would not be material to
the Issuer and its Subsidiaries taken as a whole. 
 SECTION 4.19. Payments for Consent. 
 The Issuers will not, and will not permit any of their Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive or
agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 
 SECTION 4.20. Limitation on
Business Activities of the Co-Issuer. 
 The Co-Issuer shall not hold any material assets, become liable for any material obligations,
engage in any trade or business, or conduct any business activity, other than the issuance of Equity Interests to the Issuer or any Wholly Owned Restricted Subsidiary, the incurrence of Indebtedness as a co-obligor or guarantor of Indebtedness
Incurred by the Issuer, including the Notes, that is permitted to be incurred by the Issuer under the covenant described under Section 4.10 and activities incidental thereto. For so long as the Issuer or any successor obligor under the Notes is a
limited liability company, partnership or trust there shall be a co-issuer of the Notes that is a Wholly Owned Restricted Subsidiary of the Issuer and that is a corporation organized and existing under the laws of the United States, any state of the
United States, the District of Columbia or any territory thereof. 
 ARTICLE FIVE 
 SUCCESSOR CORPORATION 
 SECTION 5.01. Merger, Consolidation, or Sale of Assets. 
 (a) The Issuer may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

 (1) either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or
merger (if other than the Issuer or the Co-Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has 
  

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been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States, the
District of Columbia or any territory thereof; 
 (2) the Person formed by or surviving any such consolidation or merger (if
other than the Issuer or the Co-Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Issuer under the Notes, this Indenture and the Registration Rights
Agreement pursuant to agreements reasonably satisfactory to the Trustee; 
 (3) immediately after such transaction no Default
or Event of Default exists; and 
 (4) the Issuer or the Person formed by or surviving any such consolidation or merger (if
other than the Issuer or the Co-Issuer), or to which such sale, assignment, transfer, conveyance or other disposition has been made, will, on the date of such transaction after giving pro forma effect thereto and to any related financing
transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Issuer Exception. 
 This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and its
Restricted Subsidiaries. Notwithstanding the foregoing clauses (3) and (4), (i) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer or to another Restricted Subsidiary and
(ii) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another state of the United States so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased
thereby. 
 In the event of any transaction described in and complying with the conditions listed in the preceding paragraph in which the
Issuer is not the continuing corporation, the successor Person formed or remaining shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer and the Issuer will be discharged from all obligations and covenants
under this Indenture and the Notes. 
 (b) The Issuer will deliver to the Trustee prior to the consummation of each proposed transaction an
Officers’ Certificate certifying that the conditions set forth above are satisfied and an Opinion of Counsel, which opinion may contain customary exceptions and qualifications, that the proposed transaction and the supplemental indenture, if
any, comply with this Indenture. 
  

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 ARTICLE SIX 
 DEFAULT AND REMEDIES 
 SECTION 6.01. Events of Default. 
 Each of the following is an “Event of Default”: 
 (1) the Issuer defaults in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any,
on the Notes; 
 (2) the Issuer defaults in the payment when due of interest or Special Interest, if any, on or with respect
to the Notes and such default continues for a period of 30 days; 
 (3) the Issuer defaults in the performance of, or breaches
any covenant, warranty or other agreement contained in, this Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clauses (1) or (2) above) and such default or breach
continues for a period of 60 days after the notice specified below; 
 (4) default under any mortgage, indenture or instrument
under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any Restricted Subsidiary or the payment of which is guaranteed by the Issuer or any Restricted Subsidiary (other than
Indebtedness owed to the Issuer or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the Issue Date, if (A) such default either (1) results from the failure to pay any such Indebtedness at its stated
final maturity (after giving effect to any applicable grace periods) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such
Indebtedness causing such Indebtedness to become due prior to its stated maturity and (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated
final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $20.0 million or more at any one time outstanding; 
 (5) either the Issuer or the Co-Issuer or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 

(A) commences a voluntary case, 
 (B) consents to the entry of an order for relief against it in an involuntary case, 
  

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 (C) consents to the appointment of a Custodian of it or for all or substantially all of
its property, 
 (D) makes a general assignment for the benefit of its creditors, 
 (E) generally is not able to pay its debts as they become due, or 
 (F) takes any corporate action to authorize or effect any of the foregoing; 
 (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (A) is for relief against either the Issuer or the Co-Issuer or any Significant Subsidiary in an involuntary case, 
 (B) appoints a Custodian of either the Issuer or the Co-Issuer or any Significant Subsidiary or for all or substantially all of the
property of either the Issuer or the Co-Issuer or any Significant Subsidiary, or 
 (C) orders the liquidation of either the
Issuer or the Co-Issuer or any Significant Subsidiary, 
 and the order or decree remains unstayed and in effect for 60 days; or 

(7) the failure by the Issuer or any Significant Subsidiary to pay final judgments (other than any judgments covered by insurance
policies issued by reputable and creditworthy insurance companies) aggregating in excess of $20.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and an
enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed. 
 SECTION 6.02. Acceleration.

 If an Event of Default specified in Section 6.01 (5) and (6) above occurs with respect to either the Issuer or the Co-Issuer and is
continuing, then all unpaid principal and premium, and accrued and unpaid interest, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of each
Trustee or any Holder. 
 If any other Event of Default shall occur and be continuing, the Trustee or the Holders of at least 25% in
principal amount of outstanding Notes under this Indenture may declare the principal amount of and accrued and unpaid interest, if any, on such Notes to be due and payable by notice in writing to the Issuers and the Trustee specifying the respective
Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. 
  

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 At any time after a declaration of acceleration with respect to the Notes as described in the two
preceding paragraphs, the holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: 
 (1) if the rescission would not conflict with any judgment or decree; 
 (2) if all existing
Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest, if any, that has become due solely because of the acceleration; 
 (3) to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal and
premium, if any, which has become due otherwise than by such declaration of acceleration, has been paid; 
 (4) if the Issuers
have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and 
 (5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(5) and (6), if the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been
cured or waived. 
 No such rescission shall affect any subsequent default or impair any right consequent thereto. 
 SECTION 6.03. Other Remedies. 
 (a) If a Default
occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal, premium, if any, or interest on the Notes or to enforce the performance of any provision of the Notes or
this Indenture. 
 (b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in
the proceeding. A delay or omission by the Trustee or any Noteholder in exercising any right or remedy accruing upon a Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Default. No remedy is exclusive of
any other remedy. All available remedies are cumulative to the extent permitted by law. 
 (c) In the event of any Event of Default specified
in clause (4) of Section 6.01, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if
within 20 days after such Event of Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is 

  

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the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case
may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be
annulled, waived or rescinded upon the happening of any such events. 
 (d) Holders may not enforce this Indenture or the Notes except as
provided in this Indenture and under the TIA. Subject to the provisions of this Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request, order or
direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity. Subject to all provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding
Notes issued under this Indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. 
 SECTION 6.04. Waiver of Defaults. 
 Provided the Notes
are not then due and payable by reason of a declaration of acceleration, the Holders of a majority in aggregate principal amount of Notes at the time outstanding may on behalf of the Holders of all the Notes waive any Default with respect to such
Notes and its consequences by providing written notice thereof to the Issuers and the Trustee, except a Default (1) in the payment of principal, premium, if any, or interest, if any, on any Note or (2) in respect of a covenant or provision hereof
which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected. In the case of any such waiver, the Issuers, the Trustee and the Holders will be restored to their former positions and
rights under this Indenture, respectively; provided that no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. 
 SECTION 6.05. Control by Majority. 
 The Holders of not less than a majority in principal amount of
the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any
direction that conflicts with any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Noteholder, or that may involve the Trustee in personal liability; provided that the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such direction. 
 In the event the Trustee takes any action or
follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification against any loss or expense caused by taking such action or following such direction. 
  

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 SECTION 6.06. Limitation on Suits. 
 A Holder may not pursue any remedy with respect to this Indenture or the Notes unless: 
 (1)
the Holder gives to the Trustee written notice of a continuing Event of Default; 
 (2) the Holder or Holders of at least 25%
in principal amount of the outstanding Notes make a written request to the Trustee to pursue the remedy; 
 (3) such Holder or
Holders offer and provide to the Trustee indemnity reasonably satisfactory to the Trustee against any loss, liability or expense; 
 (4) the Trustee does not comply with the request within 45 days after receipt of the request and the offer and the provision of indemnity; and 
 (5) during such 45-day period the Holder or Holders of a majority in principal amount of the outstanding Notes do not give the Trustee a direction which, in the opinion of the Trustee, is inconsistent with the
request. 
 A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such
other Holder. 
 SECTION 6.07. Rights of Holders To Receive Payment. 
 Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of, premium, if any, and interest, if any, on a Note, on or after the respective due dates expressed in
such Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder. 
 SECTION 6.08. Collection Suit by Trustee. 
 If a Default in payment of principal or interest specified
in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuers or any other obligor on the Notes for the whole amount of principal of, premium, if any, and
accrued interest and fees remaining unpaid, together with interest on overdue principal and premium, if any, and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate per
annum borne by the Notes and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

  

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 SECTION 6.09. Trustee May File Proofs of Claim. 
 The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relating to the Issuers, their creditors or their property and shall be
entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any Custodian in any such judicial proceedings is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation, expenses, disbursements and advances of the Trustee,
its agent and counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. The Trustee shall be entitled to participate as a
member of any officer committee of creditors in the matters as it deems necessary or advisable. 
 SECTION 6.10. Priorities. 
 If the Trustee collects any money or property pursuant to this Article Six, it shall pay out the money or property in the following order: 
 FIRST: to the Trustee for amounts due under Section 7.07; 
 SECOND: to Holders for interest accrued on the Notes, ratably, without preference or priority of any kind, according to the amounts due
and payable on the Notes for interest; 
 THIRD: to Holders for principal and premium, if any, due and unpaid on the Notes,
ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal; and 
 FOURTH: to the Issuers or, if applicable, the Guarantors, as their respective interests may appear. 
 The Trustee,
upon prior notice to the Issuers, may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. 
 SECTION 6.11.
Undertaking for Costs. 
 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the
Trustee for any action taken or omitted by it as Trustee, a court in its discretion 

  

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may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in principal amount of the outstanding Notes. 
 ARTICLE SEVEN 
 TRUSTEE 
 SECTION 7.01. Duties of Trustee. 
 (a) If a Default has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (1) The Trustee need perform only those duties as are specifically set forth herein or in the TIA and no duties, covenants, responsibilities or obligations shall be implied in this Indenture against the Trustee.

 (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates (including Officers’ Certificates) or opinions (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case
of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this
Indenture. 
 (c) Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except that: 
 (1) This paragraph does not limit the
effect of paragraph (b) of this Section 7.01. 
 (2) The Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
  

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 (3) The Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section 6.05. 
 (d) No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders
if it shall have reasonable grounds for believing that repayment of such funds is not assured to it. 
 (e) Whether or not therein expressly
so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01. 
 (f) The Trustee
shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
 (g) In the absence of bad faith, negligence or willful misconduct on the part of the Trustee, the Trustee shall not be responsible for the application of
any money by any Paying Agent other than the Trustee. 
 SECTION 7.02. Rights of Trustee. 
 Subject to Section 7.01: 
 (a)
The Trustee may rely conclusively on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and an Opinion of Counsel, which shall
conform to the provisions of Section 12.05. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. 
 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent (other
than an agent who is an employee of the Trustee) appointed with due care. 
 (d) The Trustee shall not be liable for any
action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. 
 (e) The Trustee may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or
suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 
  

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 (f) The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against
the costs, expenses and liabilities which may be incurred therein or thereby. 
 (g) The Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution, certificate (including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond,
debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation,
it shall be entitled, upon reasonable notice to the Issuers, to examine the books, records, and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers. 
 (h) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

 (i) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties.

 (j) The Trustee shall not be deemed to have notice of any Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 
 (k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. 
 SECTION 7.03. Individual Rights of Trustee. 
 The Trustee in its individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with the Issuers, their Subsidiaries or their respective Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11. 
  

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 SECTION 7.04. Trustee’s Disclaimer. 
 The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Issuers’ use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuers in this Indenture or any document issued in connection with the sale of Notes or any statement in the Notes other
than the Trustee’s certificate of authentication. The Trustee makes no representations with respect to the effectiveness or adequacy of this Indenture. 
 SECTION 7.05. Notice of Default. 
 If a Default occurs and is continuing and the Trustee receives actual notice of such
Default, the Trustee shall mail to each Holder notice of the uncured Default within 60 days after such Default occurs. Except in the case of a Default in payment of principal of, premium, if any, or interest on, any Note, including an accelerated
payment and the failure to make payment on the Change of Control Payment Date pursuant to a Change of Control Offer or the Asset Sale Offer Payment Date pursuant to an Asset Sale Offer, the Trustee may withhold the notice if and so long as the Board
of Directors, the executive committee, or a trust committee of directors and/or Responsible Officers, of the Trustee in good faith determines that withholding the notice is in the interest of the Holders. 
 SECTION 7.06. Reports by Trustee to Holders. 
 Within
60 days after each May 1, beginning with May 1, 2007, the Trustee shall, to the extent that any of the events described in TIA § 313(a) occurred within the previous twelve months, but not otherwise, mail to each Holder a brief report dated as
of such date that complies with TIA § 313(a). The Trustee also shall comply with TIA §§ 313(b), 313(c) and 313(d). 
 A copy
of each report at the time of its mailing to Holders shall be mailed to the Issuers and filed with the Commission and each securities exchange, if any, on which the Notes are listed. 
 The Issuers shall notify the Trustee if the Notes become listed on any securities exchange or of any delisting thereof and the Trustee shall comply with
TIA § 313(d). 
 SECTION 7.07. Compensation and Indemnity. 
 The Issuers shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by
it in addition to the compensation for its services, except any such disbursements, expenses 

  

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and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and
expenses of the Trustee’s agents and counsel. 
 The Issuers shall indemnify each of the Trustee or any predecessor Trustee and its
agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense
incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this trust including the reasonable costs and
expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder. The Trustee shall notify the Issuers promptly of any
claim asserted against the Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity. The Issuers may, subject to the approval of the Trustee (which approval shall not be unreasonably withheld),
defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents, employees, officers, stockholders and directors subject to the claim may have separate counsel and the Issuers shall pay the reasonable fees and expenses of
such counsel; provided, however, that the Issuers will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), they assume the Trustee’s defense
and there is no conflict of interest among the Issuers and the Trustee and its agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not
pay for any settlement made without their written consent. The Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct.

 To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a senior claim prior to the Notes against all
money or property held or collected by the Trustee, in its capacity as Trustee. 
 When the Trustee incurs expenses or renders services after
a Default specified in Section 6.01(5) or (6) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. 
 Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

 SECTION 7.08. Replacement of Trustee. 
 The Trustee may resign at any time by so notifying the Issuers in writing. The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by so notifying the Issuers and the Trustee and may appoint a successor
Trustee. The Issuers may remove the Trustee if: 
 (1) the Trustee fails to comply with Section 7.10; 
  

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 (2) the Trustee is adjudged a bankrupt or an insolvent; 
 (3) a receiver or other public officer takes charge of the Trustee or its property; or 
 (4) the Trustee becomes incapable of acting. 
 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year
after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Immediately after that, the
retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder. 
 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the
Holders of at least 10% in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Issuers. 
 If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee. 
 Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 
 SECTION 7.09. Successor Trustee by Merger, Etc. 

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any further act shall, if such resulting, surviving or transferee corporation is otherwise eligible hereunder, be the successor Trustee; provided that such corporation
shall be otherwise qualified and eligible under this Article Seven. 
  

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 SECTION 7.10. Eligibility; Disqualification. 
 This Indenture shall always have a Trustee who satisfies the requirement of TIA §§ 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee shall have a
combined capital and surplus of at least $150,000,000 as set forth in its most recent published annual report of condition. In addition, if the Trustee is a corporation included in a bank holding company system, the Trustee, independently of the
bank holding company, shall meet the capital requirements of TIA § 310(a)(2). The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any
indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Issuers are outstanding, if the requirements for such exclusion set forth in TIA § 310(b)(1) are met. The provisions
of TIA § 310 shall apply to the Issuers and any other obligor of the Notes. 
 SECTION 7.11. Preferential Collection of Claims Against the
Issuers. 
 The Trustee, in its capacity as Trustee hereunder, shall comply with TIA § 311(a), excluding any creditor relationship
listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated. 
 ARTICLE EIGHT 
 DISCHARGE OF INDENTURE; DEFEASANCE 
 SECTION 8.01. Termination of the Issuers’ Obligations. 
 The Issuers may terminate their
obligations under the Notes and this Indenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes which have been
replaced or paid or Notes for whose payment U.S. Legal Tender or U.S. Government Securities, or a combination thereof, in such amount as is, in the opinion of a nationally recognized firm of independent public accountants, sufficient without
consideration of reinvestment of such interest, to pay principal of, premium, if any, and interest on the outstanding Notes to maturity or redemption, has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and
held in trust by the Issuers and thereafter repaid to the Issuers, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Issuers have paid all sums payable by it hereunder, or if: 
 (a) either (i) pursuant to Article Three, the Issuers shall have given notice to the Trustee and mailed a notice of redemption to each
Holder of the redemption of all of the Notes in accordance with the provisions hereof or (ii) all Notes have otherwise become or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one (1) year
hereunder; 
  

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 (b) the Issuers shall have irrevocably deposited or caused to be deposited with the
Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders of that purpose, U.S. Legal Tender
or U.S. Government Securities, or a combination thereof, in such amount as is, in the opinion of a nationally recognized firm of independent public accountants, sufficient without consideration of reinvestment of such interest, to pay principal of,
premium, if any, and interest, if any, on the outstanding Notes to maturity or redemption; provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender or U.S. Government Securities, or a combination
thereof, to the payment of said principal, premium, if any, and interest, if any, with respect to the Notes; 
 (c) no Default
with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default resulting from borrowing of funds to be applied to such deposit) and such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture, the Credit Agreement or any other material agreement or instrument to which the Issuers or any of their Subsidiaries is a party or by which they are
bound; 
 (d) the Issuers shall have paid all other sums payable by them hereunder; and 
 (e) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent providing for or relating to the termination of the Issuers’ obligations under the Notes and this Indenture have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not
result in a default under the Credit Agreement or any other material agreement or instrument then known to such counsel that binds or affects the Issuers. 
 Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive until the Notes are no longer
outstanding pursuant to the last paragraph of Section 2.09. After the Notes are no longer outstanding, the Issuers’ obligations in Sections 7.07, 8.05 and 8.06 shall survive. 
 After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ obligations under
the Notes and this Indenture except for those surviving obligations specified above. 
  

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 SECTION 8.02. Legal Defeasance and Covenant Defeasance. 
 (a) The Issuers may, at their option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance
with the conditions set forth in Section 8.03. 
 (b) Upon the Issuers’ exercise under paragraph (a) hereof of the option applicable to
this paragraph (b), the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below
are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this
Indenture and the Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: 
 (i) the rights of Holders of outstanding Notes issued hereunder to receive payments in respect of the principal of, or interest or premium and Special Interest, if any, on such Notes when such payments are due from the trust referred to
below; 
 (ii) the Issuers’ obligations with respect to the Notes issued thereunder concerning issuing temporary Notes,
registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 
 (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

 (iv) this Article Eight. 
 Subject to compliance with this Article Eight, the Issuers may exercise their option under this Section 8.02(b) notwithstanding the prior exercise of their option under Section 8.02(c) hereof. 
 (c) Upon the Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuers shall, subject to the
satisfaction of the conditions set forth in Section 8.03 hereof, be released from their obligations under the covenants contained in Sections 4.03 (with respect to Restricted Subsidiaries only), 4.04, 4.05, 4.06, 4.07 and 4.09 through 4.19 and
clauses (3) and (4) of Section 5.01(a) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant  

  

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Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth
in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to
comply shall not constitute an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under paragraph (a)
hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03 hereof, clauses (3), (4), (5), (6) and (7) of Section 6.01 hereof shall not constitute Events of Default. 
 SECTION 8.03. Conditions to Legal Defeasance or Covenant Defeasance. 
 The following shall be the conditions to the application of either Section 8.02(b) or 8.02(c) hereof to the outstanding Notes: 
 In order to exercise either Legal Defeasance or Covenant Defeasance: 
 (1) the Issuers must
irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the applicable Notes issued thereunder, cash in U.S. Legal Tender, non-callable U.S. Government Securities, or a combination of cash in U.S. Legal Tender and
non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Special Interest, if any, on the
outstanding Notes issued thereunder on the stated maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to maturity or to a particular redemption date; 
 (2) in the case of an election under Section 8.02(b) hereof, the Issuers have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that (a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
  

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 (3) in the case of an election under Section 8.02(c) hereof, the Issuers have delivered
to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance
and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
 (4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 91st day after the date of
deposit; 
 (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a
default under any material agreement or instrument (other than this Indenture) to which the Issuers or any of their Restricted Subsidiaries is a party or by which the Issuers or any of their Restricted Subsidiaries are bound; 
 (6) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the
intent of preferring the Holders over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and 
 (7) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
 SECTION 8.04. Application of Trust Money.

 The Trustee or Paying Agent shall hold in trust U.S. Legal Tender and U.S. Government Securities deposited with it pursuant to this Article
Eight, and shall apply the deposited U.S. Legal Tender and the money from U.S. Government Securities in accordance with this Indenture to the payment of principal of, premium, if any, and interest, if any, on the Notes. The Trustee shall be under no
obligation to invest said U.S. Legal Tender and U.S. Government Securities except as it may agree with the Issuers. 
 The Issuers shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Legal Tender and U.S. Government Securities deposited pursuant to Section 8.03 or the principal of, premium, if any, and interest received in
respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 
 Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the Issuers’ request any U.S. Legal Tender 

  

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and U.S. Government Securities held by them as provided in Section 8.03 which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
 SECTION 8.05. Repayment to the Issuers. 
 Subject to
this Article Eight, the Trustee and the Paying Agent shall promptly pay to the Issuers upon request any excess U.S. Legal Tender and U.S. Government Securities held by them at any time and thereupon shall be relieved from all liability with respect
to such money. The Trustee and the Paying Agent shall pay to the Issuers upon request any money held by them for the payment of principal of, premium, if any, or interest, if any, that remains unclaimed for two years; provided that the
Trustee or such Paying Agent, before being required to make any payment, may at the expense of the Issuers cause to be published once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money notice
that such money remains unclaimed and that after a date specified therein which shall be at least 30 days from the date of such publication or mailing any unclaimed balance of such money then remaining will be repaid to the Issuers. After payment to
the Issuers, Holders entitled to such money must look to the Issuers for payment as general creditors unless an applicable law designates another Person. 
 SECTION 8.06. Reinstatement. 
 If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender and U.S. Government
Securities in accordance with this Article Eight by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’
obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article Eight until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Legal Tender and U.S.
Government Securities in accordance with this Article Eight; provided that if the Issuers have made any payment of interest on or principal of any Notes because of the reinstatement of their obligations, the Issuers shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the U.S. Legal Tender and U.S. Government Securities held by the Trustee or Paying Agent. 
  

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 ARTICLE NINE 
 AMENDMENTS, SUPPLEMENTS AND WAIVERS 
 SECTION 9.01. Without Consent of Holders. 
 The Issuers and the Trustee, together, may amend or supplement this Indenture, the Notes or the Guarantees without notice to or consent of any Holder:

 (1) to cure any ambiguity, defect or inconsistency; 
 (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; 
 (3) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or
substantially all of the Issuers’ assets; 
 (4) to make any change that would provide any additional rights or benefits
to the Holders or that does not adversely affect the legal rights under this Indenture of any Holder; 
 (5) to comply with
requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or 
 (6) to
add a Guarantee of the Notes. 
 provided that the Issuers have delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each
stating that such amendment or supplement complies with the provisions of this Section 9.01. 
 SECTION 9.02. With Consent of Holders. 
 (a) Subject to Section 6.07, the Issuers and the Trustee, together, with the written consent of the Holder or Holders of a majority in aggregate principal
amount of the outstanding Notes, may amend or supplement this Indenture or the Notes without notice to any other Holders. Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount of then outstanding Notes may waive
compliance with any provision of this Indenture or the Notes without notice to any other Holders. 
 (b) Notwithstanding Section 9.02(a),
without the consent of each Holder affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not (with respect to any Notes held by a non-consenting Holder): 
 (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 
  

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 (2) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes (other than provisions of Sections 4.09 and 4.13 and the optional redemption provisions contained in the Notes); 
 (3) reduce the rate of or change the time for payment of interest on any Note; 
 (4) waive a Default or Event of Default in the payment of principal, or interest or premium, or Special Interest, if any, on the Notes
(except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); 
 (5) make any Note payable in money other than that stated in the Notes; 
 (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments
of principal of, premium, if any, and interest, if any, or Special Interest, if any, on the Notes; 
 (7) waive a redemption
payment with respect to any Note (other than a payment required by one of the provisions of Section 4.09 or Section 4.13 and the optional redemption provisions contained in the Notes); or 
 (8) make any change in the preceding amendment and waiver provisions. 
 (c) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or
waiver but it shall be sufficient if such consent approves the substance thereof. 
 (d) After an amendment, supplement or waiver under this
Section 9.02 becomes effective, the Issuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment, supplement or waiver. 
 SECTION 9.03. Compliance with TIA. 
 From the date on which this Indenture is qualified under the TIA, every amendment, waiver or supplement of this Indenture, the Notes or the Subsidiary
Guarantees shall comply with the TIA as then in effect. 
 SECTION 9.04. Revocation and Effect of Consents. 
 (a) Until an amendment, waiver or supplement becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may 

  

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revoke the consent as to his Note or portion of his Note by notice to the Trustee or the Issuers received before the date on which the Trustee receives an
Officers’ Certificate certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver. 
 (b) The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver which record date shall be at least 30 days prior to the first solicitation of such consent. If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were
Noteholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be
valid or effective for more than 90 days after such record date. The Issuers shall inform the Trustee in writing of the fixed record date if applicable. 
 (c) After an amendment, supplement or waiver becomes effective, it shall bind every Noteholder, unless it makes a change described in any of clauses (1) through (8) of Section 9.02(b), in which case, the amendment,
supplement or waiver shall bind only each Holder of a Note who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note; provided that any such waiver
shall not impair or affect the right of any Holder to receive payment of principal of and interest on a Note, on or after the respective due dates expressed in such Note, or to bring suit for the enforcement of any such payment on or after such
respective dates without the consent of such Holder. 
 SECTION 9.05. Notation on or Exchange of Notes. 
 If an amendment, supplement or waiver changes the terms of a Note, the Issuers may require the Holder of the Note to deliver it to the Trustee. The
Issuers shall provide the Trustee with an appropriate notation on the Note about the changed terms and cause the Trustee to return it to the Holder at the Issuers’ expense. Alternatively, if the Issuers or the Trustee so determines, the Issuers
in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement
or waiver. 
 SECTION 9.06. Trustee To Sign Amendments, Etc. 
 The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article Nine; provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or
waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each
stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and constituted the legal, valid and binding obligations of the Issuers enforceable in accordance
with their terms. Such Opinion of Counsel shall be at the expense of the Issuers. 
  

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 ARTICLE TEN 
 [RESERVED] 
 ARTICLE ELEVEN 
 GUARANTEES 
 SECTION 11.01. Unconditional Guarantee. 
 Subject to the provisions of this Article Eleven, each of the Guarantors, if any, hereby jointly and severally, unconditionally and irrevocably
guarantees, on a senior subordinated basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the
obligations of the Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest, if any, on the Notes when and as the same shall become
due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the
due and punctual payment and performance of all other obligations of the Issuers and all other obligations of the other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including
amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, the due and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption or repurchase, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuers to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause
the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors
thereunder in the same manner and to the same extent as the obligations of the Issuers. 
 Each of the Guarantors, if any, hereby agrees that
its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, any release of any other Guarantor, the recovery of 

  

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any judgment against the Issuers, any action to enforce the same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations
contained in the Notes, this Indenture and the Guarantee. The Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers or to any Guarantor, or any
custodian, trustee, liquidator or other similar official acting in relation to the Issuers or such Guarantor, any amount paid by the Issuers or such Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Eleven, the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Six for the purposes of the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of
any acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Guarantee. 
 SECTION 11.02. Limitation on Guarantor Liability. 
 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby
irrevocably agree that the obligations of such Guarantor under its Guarantee and this Article Eleven shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under
this Article Eleven, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance. 
 SECTION 11.03.
Execution and Delivery of Guarantee. 
 To further evidence its Guarantee set forth in Section 11.01, each Guarantor hereby agrees to
execute a supplement to this Indenture or a Guarantee, substantially in the form of Exhibit G hereto, and deliver it to the Trustee. Such Guarantee or supplement to this Indenture shall be executed on behalf of each Guarantor by either manual
or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of each Guarantor who 

  

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shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Guarantee shall not be affected by
the fact that it is not affixed to any particular Note. 
 Each of the Guarantors hereby agrees that its Guarantee set forth in Section 11.01
shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. 
 If an Officer of a
Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Guarantee is endorsed or at any time thereafter, such Guarantor’s Guarantee of such Note
shall nevertheless be valid. 
 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due
delivery of any Guarantee set forth in this Indenture on behalf of each Guarantor. 
 SECTION 11.04. Release of a Guarantor. 
 The Guarantee of a Guarantor will be released: 
 (a) upon the sale, exchange, transfer or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of the Issuers, of all of the Capital Stock of that Guarantor held by
the Issuers or any of their Restricted Subsidiaries or of all or substantially all of the assets of that Guarantor; provided that such sale or other disposition is made in accordance with this Indenture; 
 (b) the merger of the Guarantor with or into, or the consolidation or amalgamation of the Guarantor with another Person (which transaction
is not prohibited by this Indenture); 
 (c) the release or discharge of (A) the guarantee of the Credit Agreement, except a
discharge or release by or as a result of payment under such guarantee or (B) the Indebtedness that resulted in the creation of such Guarantee, as the case may be; or 
 (d) if the Issuers designate such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; 
 provided, however, in any case that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its Guarantees of any
Indebtedness of the Issuers or any Indebtedness of any other Guarantor shall also terminate upon such release and none of its Equity Interests are pledged for the benefit of any holder of any Indebtedness of the Issuers or any Indebtedness of any
Restricted Subsidiary of the Issuers. 
  

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 The Trustee shall execute an appropriate instrument prepared by the Issuers evidencing the release of a
Guarantor from its obligations under its Guarantee upon receipt of a request by the Issuers or such Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.04;
provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Issuers. 
 Except as set forth in Articles Four and Five and this Section 11.04, nothing contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Issuers or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuers or another Guarantor.

 SECTION 11.05. Waiver of Subrogation. 
 Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Issuers
that arise from the existence, payment, performance or enforcement of the Issuers’ obligations under the Notes or this Indenture and such Guarantor’s obligations under the Guarantee and this Indenture, in any such instance including,
without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Issuers, whether or not such claim, remedy or right arises in
equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuers, directly or indirectly, in cash or other assets or by set-off or in any other manner, payment or security on account of
such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders under the Notes, this Indenture, or any other document or instrument delivered under
or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and
shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of
this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of
such benefits. 
 SECTION 11.06. Immediate Payment. 
 Each Guarantor agrees to make immediate payment to the Trustee on behalf of the Holders of all Guarantee Obligations owing or payable to the respective Holders upon receipt of a demand for payment therefor by the
Trustee to such Guarantor in writing. 
  

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 SECTION 11.07. No Set-Off. 
 Each payment to be made by a Guarantor hereunder in respect of the Guarantee Obligations shall be payable in the currency or currencies in which such Guarantee Obligations are denominated, and shall be made without
set-off, counterclaim, reduction or diminution of any kind or nature. 
 SECTION 11.08. Guarantee Obligations Absolute. 
 The obligations of each Guarantor hereunder are and shall be absolute and unconditional and any monies or amounts expressed to be owing or payable by each
Guarantor hereunder which may not be recoverable from such Guarantor on the basis of a Guarantee shall be recoverable from such Guarantor as a primary obligor and principal debtor in respect thereof. 
 SECTION 11.09. Guarantee Obligations Continuing. 
 The
obligations of each Guarantor hereunder shall be continuing and shall remain in full force and effect until all such obligations have been paid and satisfied in full. Each Guarantor agrees with the Trustee that it will from time to time deliver to
the Trustee suitable acknowledgments of this continued liability hereunder and under any other instrument or instruments in such form as counsel to the Trustee may advise and as will prevent any action brought against it in respect of any default
hereunder being barred by any statute of limitations now or hereafter in force and, in the event of the failure of a Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and agent of such Guarantor to make, execute and deliver
such written acknowledgment or acknowledgments or other instruments as may from time to time become necessary or advisable, in the judgment of the Trustee on the advice of counsel, to fully maintain and keep in force the liability of such Guarantor
hereunder. 
 SECTION 11.10. Guarantee Obligations Not Reduced. 
 The obligations of each Guarantor hereunder shall not be satisfied, reduced or discharged solely by the payment of such principal, premium, if any, interest, fees and other monies or amounts as may at any time prior
to discharge of this Indenture pursuant to Article Eight be or become owing or payable under or by virtue of or otherwise in connection with the Notes or this Indenture. 
 SECTION 11.11. Guarantee Obligations Reinstated. 
 The obligations of each Guarantor hereunder shall
continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of any Guarantor hereunder (whether such payment shall have been made by or on behalf of the Issuers
or by or on behalf of a Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Issuers or any Guarantor or otherwise, all as though such payment had not been made. If demand
for, or 

  

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acceleration of the time for, payment by the Issuers or any other Guarantor is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the
Issuers or such Guarantor, all such Indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by each Guarantor as provided herein. 
 SECTION 11.12. Guarantee Obligations Not Affected. 
 The obligations of each Guarantor hereunder shall
not be affected, impaired or diminished in any way by any act, omission, matter or thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders)
which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such
obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation: 
 (a) any
limitation of status or power, disability, incapacity or other circumstance relating to the Issuers or any other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other
proceeding involving or affecting the Issuers or any other Person; 
 (b) any irregularity, defect, unenforceability or
invalidity in respect of any indebtedness or other obligation of the Issuers or any other Person under this Indenture, the Notes or any other document or instrument; 
 (c) any failure of the Issuers or any other Guarantor, whether or not without fault on its part, to perform or comply with any of the
provisions of this Indenture, the Notes or any Guarantee, or to give notice thereof to a Guarantor; 
 (d) the taking or
enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Issuers or any other Person or their respective assets or the release or discharge of any such right or remedy; 
 (e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the
Issuers or any other Person; 
 (f) any change in the time, manner or place of payment of, or in any other term of, any of the
Notes, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Notes or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if
any, or interest on any of the Notes; 
 (g) any change in the ownership, control, name, objects, businesses, assets, capital
structure or constitution of the Issuers or a Guarantor; 
  

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 (h) any merger or amalgamation of the Issuers or a Guarantor with any Person or Persons;

 (i) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future
action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guarantee Obligations or the obligations of a Guarantor under its Guarantee; and

 (j) any other circumstance, including release of the Guarantor pursuant to Section 11.04 (other than by complete,
irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Issuers under this Indenture or the Notes or of a Guarantor in respect of its Guarantee hereunder. 
 SECTION 11.13. Waiver. 
 Without in any way limiting
the provisions of Section 11.01, each Guarantor hereby waives notice of acceptance hereof, notice of any liability of any Guarantor hereunder, notice or proof of reliance by the Holders upon the obligations of any Guarantor hereunder, and diligence,
presentment, demand for payment on the Issuers, protest, notice of dishonor or non-payment of any of the Guarantee Obligations, or other notice or formalities to the Issuers or any Guarantor of any kind whatsoever. 
 SECTION 11.14. No Obligation To Take Action Against the Issuers. 
 Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies against the Issuers or any other Person or any property of the Issuers or any other Person before the
Trustee is entitled to demand payment and performance by any or all Guarantors of their liabilities and obligations under their Guarantees or under this Indenture. 
 SECTION 11.15. Dealing with the Issuers and Others. 
 The Holders, without releasing, discharging, limiting or otherwise
affecting in whole or in part the obligations and liabilities of any Guarantor hereunder and without the consent of or notice to any Guarantor, may 
 (a) grant time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Issuers or any other Person; 
 (b) take or abstain from taking security or collateral from the Issuers or from perfecting security or collateral of the Issuers;

  

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 (c) release, discharge, compromise, realize, enforce or otherwise deal with or do any act
or thing in respect of (with or without consideration) any and all collateral, mortgages or other security given by the Issuers or any third party with respect to the obligations or matters contemplated by this Indenture or the Notes; 
 (d) accept compromises or arrangements from the Issuers; 
 (e) apply all monies at any time received from the Issuers or from any security upon such part of the Guarantee Obligations as the Holders
may see fit or change any such application in whole or in part from time to time as the Holders may see fit; and 
 (f)
otherwise deal with, or waive or modify their right to deal with, the Issuers and all other Persons and any security as the Holders or the Trustee may see fit. 
 SECTION 11.16. Default and Enforcement. 
 If any Guarantor fails to pay in accordance with Section 11.06 hereof, the Trustee
may proceed in its name as trustee hereunder in the enforcement of the Subsidiary Guarantee of any such Guarantor and such Guarantor’s obligations thereunder and hereunder by any remedy provided by law, whether by legal proceedings or
otherwise, and to recover from such Guarantor the obligations. 
 SECTION 11.17. Amendment, Etc. 
 No amendment, modification or waiver of any provision of this Indenture relating to any Guarantor or consent to any departure by any Guarantor or any
other Person from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee. 
 SECTION 11.18.
Acknowledgment. 
 Each Guarantor, if any, hereby acknowledges communication of the terms of this Indenture and the Notes and consents
to and approves of the same. 
 SECTION 11.19. Costs and Expenses. 
 Each Guarantor shall pay on demand by the Trustee any and all costs, fees and expenses (including, without limitation, legal fees on a solicitor and client basis) incurred by the Trustee, its agents, advisors and
counsel or any of the Holders in enforcing any of their rights under any Guarantee. 
 SECTION 11.20. No Merger or Waiver; Cumulative Remedies.

 No Guarantee shall operate by way of merger of any of the obligations of a Guarantor under any other agreement, including, without
limitation, this Indenture. No failure to exercise 

  

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and no delay in exercising, on the part of the Trustee or the Holders, any right, remedy, power or privilege hereunder or under this Indenture or the Notes,
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under this Indenture or the Notes preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges in the Guarantee and under this Indenture, the Notes and any other document or instrument between a Guarantor and/or the Issuers and the Trustee are cumulative and not exclusive
of any rights, remedies, powers and privilege provided by law. 
 SECTION 11.21. Survival of Guarantee Obligations. 
 Without prejudice to the survival of any of the other obligations of each Guarantor hereunder, the obligations of each Guarantor under Section 11.01 shall
survive the payment in full of the Guarantee Obligations and shall be enforceable against such Guarantor without regard to and without giving effect to any defense, right of offset or counterclaim available to or which may be asserted by the Issuers
or any Guarantor. 
 SECTION 11.22. Guarantee in Addition to Other Guarantee Obligations. 
 The obligations of each Guarantor under its Guarantee and this Indenture are in addition to and not in substitution for any other obligations to the
Trustee or to any of the Holders in relation to this Indenture or the Notes and any guarantees or security at any time held by or for the benefit of any of them. 
 SECTION 11.23. Severability. 
 Any provision of this Article Eleven which is prohibited or unenforceable in any jurisdiction
shall not invalidate the remaining provisions and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction unless its removal would substantially defeat the
basic intent, spirit and purpose of this Indenture and this Article Eleven. 
 SECTION 11.24. Successors and Assigns. 
 Each Guarantee shall be binding upon and inure to the benefit of each Guarantor and the Trustee and the other Holders and their respective successors and
permitted assigns, except that no Guarantor may assign any of its obligations hereunder or thereunder. 
  

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 ARTICLE TWELVE 
 MISCELLANEOUS 
 SECTION 12.01. TIA Controls. 
 If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by
the TIA, such required or deemed provision shall control. 
 SECTION 12.02. Notices. 
 Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by
telex, by nationally recognized overnight courier service, by telecopier or registered or certified mail, postage prepaid, return receipt requested, addressed as follows: 
  

					
	if to the Issuers:
			
		  		 	Houghton Mifflin, LLC
		  		 	Houghton Mifflin Finance, Inc.
		  		 	222 Berkeley Street
		  		 	Boston, MA 02116
		  		 	Attention: Office of General Counsel
			
		  		 	Telephone: (617) 351-5000
		  		 	Facsimile:  (617) 351-1107
	
	with a copy to:
			
		  		 	Simpson Thacher & Bartlett LLP
		  		 	425 Lexington Avenue
		  		 	New York, NY 10017
		  		 	Attention: Edward P. Tolley III
			
		  		 	Telephone: (212) 455-2000
		  		 	Facsimile:  (212) 455-2502

  

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		 		 	and
			
		 		 	Ropes & Gray
		 		 	One International Place
		 		 	Boston, MA 02110
		 		 	Attention: R. Newcomb Stillwell
				
		 		 	Telephone:	 	(617) 951-7000
		 		 	Facsimile:	 	(617) 951-7050
		
		 	if to the Trustee:
			
		 		 	Wells Fargo Bank, National Association
		 		 	Corporate Trust Department
		 		 	213 Court Street
		 		 	Suite 703
		 		 	Middletown, CT 06457
		 		 	Attention: Corporate Trust Administration
				
		 		 	Telephone:	 	(860) 704-6217
		 		 	Facsimile:	 	(860) 704-6219

 Each of the Issuers and the Trustee by written notice to each other such Person may designate
additional or different addresses for notices to such Person. Any notice or communication to the Issuers and the Trustee, shall be deemed to have been given or made as of the date so delivered if personally delivered; when answered back; when
receipt is acknowledged, if telecopied; five (5) calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the
addressee); and next Business Day if by nationally recognized overnight courier service. 
 Any notice or communication mailed to a
Noteholder shall be mailed to him by first class mail or other equivalent means at his address as it appears on the registration books of the Registrar and shall be sufficiently given to him if so mailed within the time prescribed. 
 Failure to mail a notice or communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders. If a
notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 
 SECTION 12.03.
Communications by Holders with Other Holders. 
 Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with
respect to their rights under this Indenture, the Notes or the Subsidiary Guarantees. The Issuers, the Trustee, the Registrar and any other Person shall have the protection of TIA § 312(c). 
  

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 SECTION 12.04. Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Issuers to the Trustee to take any action under this Indenture, the Issuers shall furnish to the Trustee at the
request of the Trustee: 
 (1) an Officers’ Certificate, in form and substance satisfactory to the Trustee, stating that,
in the opinion of the signers, all conditions precedent to be performed or effected by the Issuers, if any, provided for in this Indenture relating to the proposed action have been complied with; and 
 (2) an Opinion of Counsel stating that, in the opinion of such counsel, any and all such conditions precedent have been complied with.

 SECTION 12.05. Statements Required in Certificate or Opinion. 
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture, other than the Officers’ Certificate required by Section 4.06, shall include: 
 (1) a statement that the Person making such certificate or opinion has read such covenant or condition; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
 (3) a statement that, in the opinion of such Person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with or satisfied; and 
 (4) a statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with;
provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials. 
 SECTION 12.06. Rules by Trustee, Paying Agent, Registrar. 
 The Trustee, Paying Agent or Registrar may
make reasonable rules for its functions. 
 SECTION 12.07. Legal Holidays. 
 If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day. If a payment date is a legal holiday at a
place of payment, payment may be made at that place on the next succeeding day that is not a legal holiday and no interest shall accrue for such prior interest period on such payment for the intervening period. 
  

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 SECTION 12.08. Governing Law. 
 This Indenture, the Notes and the Guarantees, if any, will be governed by and construed in accordance with the laws of the State of New York. 
 SECTION 12.09. No Adverse Interpretation of Other Agreements. 
 This Indenture may not be used to
interpret another indenture, loan or debt agreement of the Issuers or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 SECTION 12.10. No Recourse Against Others. 
 No director, officer, employee, incorporator or
stockholder of the Issuers or any direct or indirect parent corporation or of any Guarantor, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Notes or this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. Such waiver and release are part of the consideration for issuance of the Notes. 
 SECTION 12.11. Successors. 
 All agreements of the
Issuers in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successor. 
 SECTION
12.12. Duplicate Originals. 
 All parties may sign any number of copies of this Indenture. Each signed copy or counterpart shall be an
original, but all of them together shall represent the same agreement. 
 SECTION 12.13. Severability. 
 In case any one or more of the provisions in this Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any
reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be
enforceable to the full extent permitted by law. 
  

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 SIGNATURES 
 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed all as of the date first written above. 
  

			
	HOUGHTON MIFFLIN, LLC,
		 	as the Issuer
		
	By:	 	 /s/ Stephen C. Richards
  

	Name:	 	Stephen C. Richards
	Title:	 	Executive Vice President, Chief Operating Officer and Chief Financial Officer
	
	HOUGHTON MIFFLIN FINANCE, INC.,
		 	as the Co-Issuer
		
	By:	 	 /s/ Stephen C. Richards
  

	Name:	 	Stephen C. Richards
	Title:	 	Executive Vice President, Chief Operating Officer and Chief Financial Officer


  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

		 	as Trustee
		
	By:	 	 /s/ Joseph P. O’Donnell
  

	Name:	 	Joseph P. O’Donnell
	Title:	 	Vice President


  

 S-1 








 EXHIBIT A 
 HOUGHTON MIFFLIN, LLC 
 HOUGHTON MIFFLIN FINANCE, INC. 
 Floating Rate Senior PIK Notes due 2011 
 [Insert the Global Note Legend, if applicable pursuant
to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

 THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. UPON REQUEST, THE COMPANY WILL
PROMPTLY MAKE AVAILABLE TO A HOLDER OF THIS NOTE INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS NOTE. HOLDERS SHOULD CONTACT THE CHIEF FINANCIAL OFFICER AT HOUGHTON MIFFLIN, LLC &
HOUGHTON MIFFLIN FINANCE, INC., C/O HOUGHTON MIFFLIN COMPANY, 222 BERKELEY STREET, BOSTON, MA 02116. 
  
 CUSIP No. 
  

			
	No.	  	Principal Amount: $

 HOUGHTON MIFFLIN, LLC., a Delaware limited liability company (the “Issuer”, which term
includes any successor corporation) and HOUGHTON MIFFLIN FINANCE, INC., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), for value received, promise to pay to
                         or its registered assigns the principal sum of
[                        ] ($[    ],000,000) or such other amount as is shown on the schedule attached hereto
on May 15, 2011. 
 Interest Payment Dates: May 15 and November 15, with interest payments commencing November 15, 2006. 
 Record Dates: May 1 and November 1. 
 Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place. 
  

 A-1 








 IN WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or by facsimile by their duly
authorized officers. 
  

			
	HOUGHTON MIFFLIN, LLC,
		 	as the Issuer
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	HOUGHTON MIFFLIN FINANCE, INC.,
		 	as the Co-Issuer
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 A-2 








 CERTIFICATE OF AUTHENTICATION 
 This is one of the Floating Rate Senior PIK Notes due 2011 described in the within-mentioned Indenture. 
  

					
	Dated:	 	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION,
as Trustee

			
		 	By:	 	  

		 		 	Authorized Signatory

  

 A-3 








 (Reverse of Note) 
 Houghton Mifflin, LLC 
 Houghton Mifflin Finance, Inc. 
 Floating Rate Senior PIK Notes due 2011 
 Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
 SECTION 1. Interest. Houghton Mifflin,
LLC, a Delaware limited liability company (the “Issuer”) and Houghton Mifflin Finance, Inc. (the “Co-Issuer” and together with the Issuer, the “Issuers”) promise to pay interest on the Notes at a rate per annum,
reset semi-annually, equal to LIBOR plus 6.75% per annum (or (x) 7.25% per annum for each Interest Period commencing on or after November 15, 2007 and (y) 7.75% per annum for each Interest Period commencing on or after May 15, 2009), as determined
by an agent appointed by the Issuer to calculate LIBOR (the “Calculation Agent”). The Calculation Agent shall initially be the Trustee. Interest will be payable, at the election of the Issuers (made prior to the relevant record date in the
case of cash interest), either in cash or through the issuance of Additional PIK Notes in a principal amount equal to such interest amount. The Additional PIK Notes will be identical to the originally issued Notes, except that interest will begin to
accrue from the date they are issued rather than the Issue Date. The Issuers will pay interest semi-annually on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an
“Interest Payment Date”) commencing November 15, 2006.a Interest on the Notes will accrue from the
most recent date to which interest has been paid or; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from
time to time on demand to the extent lawful at the interest rate applicable to the Notes; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to
any applicable grace periods) from time to time on demand at the same rate to the extent lawful. 
 The Notes will be issued in denominations
of $2,000 and integral multiples of $1,000; provided, however, that Additional PIK Notes issued in payment of interest will be issued in denominations of $1.00 and integral multiples of $1.00. Payments to be made in the form of Additional PIK Notes
shall be rounded to the nearest dollar. 
  


	a	With respect to the Notes issued on the Issue Date. 

  

 A-4 








 For purposes of this Section 1, the following terms shall have the meanings indicated below: 

“Determination Date,” with respect to an Interest Period, will be the second London Banking Day preceding the first day of the
Interest Period. 
 “Interest Period” means the period commencing on and including an interest payment date and ending on
and including the day immediately preceding the next succeeding interest payment date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include November 14, 2006. 
 “LIBOR,” with respect to an Interest Period, will be the rate (expressed as a percentage per annum) for deposits in United States
dollars for a six-month period beginning on the second London Banking Day after the Determination Date that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the Determination Date. If Telerate Page 3750 does not include such a rate or
is unavailable on a Determination Date, the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide such bank’s offered quotation
(expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such Determination Date, to prime banks in the London interbank market for deposits in a Representative Amount in United States dollars for a six-month period
beginning on the second London Banking Day after the Determination Date. If at least two such offered quotations are so provided, LIBOR for the Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are so
provided, the Calculation Agent will request each of three major banks in New York City, as selected by the Calculation Agent, to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City
time, on such Determination Date, for loans in a Representative Amount in United States dollars to leading European banks for a six-month period beginning on the second London Banking Day after the Determination Date. If at least two such rates are
so provided, LIBOR for the Interest Period will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then LIBOR for the Interest Period will be LIBOR in effect with respect to the immediately preceding Interest Period.

 “London Banking Day” is any day in which dealings in United States dollars are transacted or, with respect to any future
date, are expected to be transacted in the London interbank market. 
 “Representative Amount” means a principal amount of
not less than $1,000,000 for a single transaction in the relevant market at the relevant time. 
 “Telerate Page 3750” means
the display designated as “Page 3750” on the Moneyline Telerate service (or such other page as may replace Page 3750 on that service). 
 The amount of interest for each day that the Notes are outstanding (the “Daily Interest Amount”) shall be calculated by dividing the interest rate in effect for such day by 

  

 A-5 








 
360 and multiplying the result by the principal amount of the Notes. The amount of interest to be paid on the Notes for each Interest Period shall be
calculated by adding the Daily Interest Amounts for each day in the Interest Period. 
 All percentages resulting from any of the above
calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or 0.09876545) being rounded to 9.87655% (or 0.0987655))
and all dollar amounts used in or resulting from such calculations shall be rounded to the nearest cent (with one-half cent being rounded upwards). 
 The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. 
 SECTION 2. Method of Payment. The Issuers will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of
Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the
Indenture with respect to defaulted interest. With respect to cash payments, the Issuers shall pay principal, premium, if any and interest on the Notes in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts (“U.S. Legal Tender”). Principal, premium, if any, and interest on the Notes will be payable at the office or agency of the Issuers maintained for such purpose or, at the option of the
Issuers, payment of cash interest may be made by check mailed to the Holders at their respective addresses set forth in the register of Holders; provided that all cash payments of principal, premium and cash interest with respect to Notes the
Holders of which have given wire transfer instructions to the Company prior to the Record Date will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. With respect to any payments
of principal, interest and premium in the form of Additional PIK Notes, payments shall be made by deposit of such Additional PIK Notes into the account specified by the Holder or Holders thereof to the Issuers, through the Paying Agent or otherwise.
Until otherwise designated by the Issuers, the Issuers’ office or agency in the continental United States will be the office of the Trustee maintained for such purpose. 
 SECTION 3. Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying
Agent, Calculation Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers or any of their Subsidiaries may act in any such capacity. 
 SECTION 4. Indenture. The Issuers issued the Notes under an Indenture dated as of May 9, 2006 (“Indenture”) between the Issuers
and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference 

  

 A-6 








 
to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”). The Notes are subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. 
 SECTION 5. Optional Redemption. (a) The Notes may be redeemed, in whole or in part, at any time prior to November 15,
2006, at the option of the Issuers upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed
plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date). 
 For purposes of the preceding paragraph, the following terms will have the following definitions: 
 “Applicable Premium” means, with respect to any Note on any applicable redemption date, the greater of: 
 (1) 1.0% of the principal amount of the Note; and 
 (2) the excess of: 
 (a) the present value at such redemption date of (i) the redemption price of the Note at
November 15, 2006 (such redemption price being set forth in the table appearing under paragraph (b)) plus (ii) all required interest payments due on the Note (assuming that the interest rate per annum on the Notes applicable on the date on which
notice of redemption was given was in effect for the entire period) through November 15, 2006 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

 (b) the principal amount of the Note. 
 The Applicable Premium will be calculated by the Company. 
 “Treasury Rate” means, as of
the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption
date to November 15, 2006; provided, however, that if the period from such redemption date to November 15, 2006 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant
maturity of one year will be used. 
  

 A-7 








 (b) On or after November 15, 2006, the Notes will be subject to redemption at any time at the option of
the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentage of the principal amount thereof) set forth below plus accrued and unpaid interest and Special Interest
thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on November 15 of the years indicated below: 
  

				
	 Year
	  	Percentage	 
	 2006
	  	100.000	%
	 2007
	  	102.000	%
	 2008
	  	101.000	%
	 2009 and thereafter
	  	100.000	%

 SECTION 6. Optional Redemption upon Equity Offering. For the period commencing on September
15, 2006 and ending on November 15, 2006, at the option of the Issuers, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, the Issuers may redeem (1) up to 100% of the
Notes outstanding at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date) with the net proceeds of one or more Equity Offerings and (2) all (but not less than all) of the Notes outstanding at a redemption price equal to 100% of the principal amount of the Notes redeemed,
plus accrued and unpaid interest to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) with the net proceeds of one or more
Equity-Linked Offerings (including in conjunction with any redemption pursuant to the immediately preceding clause (1)); provided, that in each case, the redemption occurs within 60 days of the date of the closing of such offering. 
 SECTION 7. Mandatory Redemption. For the avoidance of doubt, an offer to purchase pursuant to Section 8 hereof shall not be deemed a
redemption. The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 
 SECTION 8.
Offers to Purchase. The Indenture provides that upon the occurrence of a Change of Control or an Asset Sale and subject to further limitations contained therein, the Issuers shall make an offer to purchase outstanding Notes in accordance with
the procedures set forth in the Indenture. 
  

 A-8 








 SECTION 9. Notice of Redemption. Notice of redemption will be mailed by first class mail at least
30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part. If any Note is to be redeemed in part only, the notice
of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation
of the original Note. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. 
 SECTION 10. Denominations, Transfer, Exchange. The Notes will be issued in denominations of $2,000 and integral multiples of $1,000; provided, however, that Additional PIK Notes issued in payment of interest will be issued in
denominations of $1.00 and integral multiples of $1.00. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company or the Registrar is not required to transfer or exchange any Note selected for redemption.
Also, the Company or the Registrar is not required to transfer or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed. 
 SECTION 11. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. 
 SECTION 12. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in
aggregate principal amount of the Notes then outstanding, and any existing Default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding. Without
notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things, cure any ambiguity, defect or inconsistency in the Indenture, provide for uncertificated Notes in addition to
certificated Notes, comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any change that does not adversely affect the rights of any Holder of a Note. 
 SECTION 13. Defaults and Remedies. If a Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount
of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with
respect to the Issuers, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders
of a majority in aggregate principal amount of the then outstanding Notes 

  

 A-9 








 
may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default
relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the
Holders of all of the Notes waive any Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of the Notes or in respect of certain covenants set forth in the Indenture.

 SECTION 14. Restrictive Covenants. The Indenture contains certain covenants that, among other things, limit the ability of the
Issuers and their Restricted Subsidiaries to make restricted payments, to incur indebtedness, to create liens, to sell assets, to permit restrictions on dividends and other payments by Restricted Subsidiaries of the Issuers, to consolidate, merge or
sell all or substantially all of its assets or to engage in transactions with affiliates. The limitations are subject to a number of important qualifications and exceptions. The Issuers must annually report to the Trustee on compliance with such
limitations. 
 SECTION 15. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Issuers or
any direct or indirect parent corporation or any Guarantor, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Indenture, the Guarantors’ Subsidiary Guarantees or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
 SECTION 16. Trustee Dealings with the Company. The Trustee under the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with the Issuers, their Subsidiaries or their respective Affiliates as if it were not the Trustee. 
 SECTION 17. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 
 SECTION 18. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENENT (= tenants by the entirety), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
 SECTION 19.
Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. Pursuant to, but subject to the exceptions in, the Registration Rights Agreement, the Issuers and the Guarantors, if any, will be obligated to consummate
an exchange offer pursuant to which the Holder of this Note shall have the right to exchange this Note for a Floating Rate Senior PIK Note due 2011 of the Issuers which shall have been registered under the Securities Act, in like principal amount
and having terms identical in all material respects to this Note (except that such note shall not be entitled to Special Interest). The 

  

 A-10 








 
Holders shall be entitled to receive certain Special Interest in the event such exchange offer is not consummated or the Notes are not offered for resale and
upon certain other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement.b 
 SECTION 20. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 SECTION 21. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York. 
 The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. 
  


	a	This Section not to appear on Exchange Notes. 

  

 A-11 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE OR 
 INCREASE/DECREASE IN THE PRINCIPAL AMOUNT OF THE GLOBAL NOTE 
 The following exchanges of a part of this Global Note for an interest in another Global Note, or exchanges of a part of another Global Note for an interest in this Global Note, or increase/decrease in the principal
amount of the Global Note, have been made: 
  

									
	 Date of Exchange
 or
 Increase/Decrease
	 	 Amount of
 decrease
 in Principal
 Amount of
 this Global

Note
	 	 Amount of
 increase
 in Principal
 Amount of this
 Global
Note
	  	 Principal
 Amount of
 this Global
 Note
 following such
 decrease (or
 increase)
	  	 Signature of
 authorized officer
 of
Trustee


  

 A-12 








 ASSIGNMENT FORM 
 I or we assign and transfer this Note to: 
  
  

 (Insert assignee’s social security or tax I.D. number) 
  

 (Print or type name, address and
zip code of assignee) 
 and irrevocably appoint: 
 Agent to transfer this Note on the books of the Issuers. The Agent may substitute another to act for him. 
  

									
	 Date:
	 	  
	 	 Your Signature:
	 	  

		 		 		 		 	(Sign exactly as your name appears on the other side of this Note)

  

					
	 Signature Guarantee:
	  	  
	  	

 SIGNATURE GUARANTEE 
 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion
Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.










 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.09 or Section 4.13 of the Indenture, check the appropriate box:

 Section 4.09
[        ]                         Section 4.13
[        ] 
 If you want to elect to have only part of this Note purchased by the Issuers pursuant
to Section 4.09 or Section 4.13 of the Indenture, state the amount: $             
  

									
	Dated:	 	  
	 		 	Signed:	 	  

		 		 		 		 	(Sign exactly as name appears on the other side of this Note)

  

			
	 Signature Guarantee:
	 	  

		 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)

  

 -2- 








 EXHIBIT B 
 [FORM OF LEGEND FOR 144A NOTES AND OTHER NOTES THAT ARE 
 RESTRICTED NOTES] 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2),
(3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”)), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS
FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE
FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE
OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE
TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED
STATES,” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 
  

 B-1 








 [FORM OF ASSIGNMENT FOR 144A NOTES AND OTHER NOTES THAT ARE 
 RESTRICTED NOTES] 
 I or we assign and
transfer this Note to: 
  
  

 (Insert assignee’s social security or tax I.D. number) 
  

 (Print or type name, address and zip code of assignee) 
 and irrevocably appoint: 
 Agent to transfer
this Note on the books of the Issuers. The Agent may substitute another to act for him. 
 [Check One] 
 [    ] (a) this Note is being transferred in compliance with the exemption from registration under the Securities Act provided by
Rule 144A thereunder. 
 or 
 [    ] (b) this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. 
 If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been satisfied. 
  

							
	Date:	 	  
	  	Your Signature:	 	  

		 		  		 	(Sign exactly as your name appears on the face of this Note)

  

							
	 Signature Guarantee:
	 	  
	  		 	

 SIGNATURE GUARANTEE 
 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion
Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

  

 B-2 








 TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED 
 The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act, and, accordingly, the Transferor hereby further
certifies that the beneficial interest or certificated Note is being Transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or certificated Note for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule
144A and such Transfer is in compliance with any applicable securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the Transferred beneficial interest or
certificated Note will be subject to the restrictions on transfer enumerated on the Rule 144A Notes and/or the certificated Note and in the Indenture and the Securities Act. 
  

							
	Dated:	 	  
	  		 	  

		 		  		 	NOTICE: To be executed by an executive officer

  

 B-3 








 EXHIBIT C 
 [FORM OF LEGEND FOR REGULATION S NOTE] 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”)), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED
STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON
TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO
THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH
ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED
HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES,” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 
  

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 [FORM OF ASSIGNMENT FOR REGULATION S NOTE] 
 I or we assign and transfer this Note to: 
  
  

 (Insert assignee’s social
security or tax I.D. number) 
  

 (Print or type name, address and zip code of assignee) 
 and irrevocably appoint: 
 Agent to transfer this Note on the books of the Issuers. The Agent may substitute another to act for him. 
 [Check One] 
 [    ] (a)
this Note is being transferred in compliance with the exemption from registration under the Securities Act provided by Regulation S thereunder. 
 or 
 [    ] (b) this Note is being transferred other than in accordance with (a) above and documents are being
furnished which comply with the conditions of transfer set forth in this Note and the Indenture. 
 If none of the foregoing boxes is
checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Sections 2.16 and 2.17
of the Indenture shall have been satisfied. 
  

							
	Date:	 	  
	 	Your Signature:	 	  

		 		 		 	(Sign exactly as your name appears on the face of this Note)

  

							
	Signature Guarantee:	  	  


 SIGNATURE GUARANTEE 
 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion
Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

  

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 TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED 
 The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act,
(iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed Transfer is being made prior to the expiration of the restricted period under Regulation S, the Transfer is
not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an initial purchaser). Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the Transferred beneficial interest or
certificated Note will be subject to the restrictions on Transfer enumerated on the Regulation S Notes and/or the certificated Note and in the Indenture and the Securities Act. 
  

							
	Dated:	 	  
	  		 	  

		 		  		 	NOTICE: To be executed by an executive officer

  

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 EXHIBIT D 
 [FORM OF LEGEND FOR GLOBAL NOTE] 
 Any Global Note authenticated and delivered hereunder shall bear a legend
(which would be in addition to any other legends required in the case of a Restricted Note) in substantially the following form: 
 This
Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Note is not exchangeable for Notes registered in the name of a person other than the
Depository or its nominee except in the limited circumstances described in the Indenture, and no transfer of this Note (other than a transfer of this Note as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository
to the Depository or another nominee of the Depository) may be registered except in the limited circumstances described in the Indenture. 
 Unless this Certificate is presented by an authorized representative of The Depository Trust Company (a New York corporation) (“DTC”) to the issuers or their agents for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized
representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 
  

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 EXHIBIT E 
 Form of Certificate To Be 
 Delivered in Connection with 
 Transfers to Non-QIB Accredited Investors 
 [            ], [    ] 
 Wells Fargo Bank, National Association

 Corporate Trust Department 
 213 Court Street, Suite 703

 Middletown, CT 06457 
 Ladies and Gentlemen: 
 In connection with our proposed purchase of Floating Rate Senior PIK Notes due 2011 (the “Notes”) of HOUGHTON MIFFLIN, LLC, a Delaware limited
liability company (“the Issuer”) and HOUGHTON MIFFLIN FINANCE, INC. a Delaware corporation (the “Co-Issuer” and together with the Issuer, the “Issuers”), we confirm that: 
 1. We have received a copy of the Offering Memorandum (the “Offering Memorandum”), dated May 3, 2006, relating to the Notes and such other
information as we deem necessary in order to make our investment decision. We acknowledge that we have read and agreed to the matters stated in the section entitled “Notice to Investors” of such Offering Memorandum, including the
restrictions on duplication and circulation of the Offering Memorandum. 
 2. We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture relating to the Notes (the “Indenture”) as described in the Offering Memorandum and the undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”), and all applicable State securities laws. 
 3. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes may not be offered or sold
except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Notes, we will do so only (i) to the Issuers or any of their
subsidiaries, (ii) inside the United States in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (iii) inside the United States to an institutional
“accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf 

  

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by a U.S. broker-dealer) to the Trustee (as defined in the Indenture) a signed letter containing certain representations and agreements relating to the
restrictions on transfer of the Notes (the form of which letter can be obtained from the Trustee), (iv) outside the United States in accordance with Regulation S promulgated under the Securities Act to non-U.S. persons, (v) pursuant to the exemption
from registration provided by Rule 144 under the Securities Act (if available), (vi) in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuers so request) or
(vii) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Notes from us a notice advising such purchaser that resales of the Notes are restricted as stated
herein. 
 4. We are not acquiring the Notes for or on behalf of, and will not transfer the Notes to, any pension or welfare plan (as defined
in Section 3 of the Employee Retirement Income Security Act of 1974, as amended) or plan (as defined in Section 4975 of the Internal Revenue Code of 1986, as amended), except as permitted in the section entitled “Notice to Investors” of
the Offering Memorandum. 
 5. We understand that, on any proposed resale of any Notes, we will be required to furnish to the Trustee and the
Issuers such certification, legal opinions and other information as the Trustee and the Issuers may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect. 
 6. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we
are acting are each able to bear the economic risk of our or their investment, as the case may be. 
 7. We are acquiring the Notes purchased
by us for our account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion. 
  

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 You, the Issuers, the Trustee and others are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 
  

			
	Very truly yours,
	
	[Name of Transferee]
		
	By:	 	  

	Name:	 	
	Title:	 	


  

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 EXHIBIT F 
 Form of Certificate To Be Delivered 
 in Connection with Transfers 
 Pursuant to Regulation S 
 Wells Fargo Bank, National
Association 
 Corporate Trust Department 
 213 Court Street,
Suite 703 
 Middletown, CT 06453 
  

			
	Re:	  	 Houghton Mifflin, LLC (“the Issuer”) and Houghton Mifflin Finance, Inc. (the “Co-Issuer” and together with
the Issuer, the “Issuers”) Floating Rate Senior PIK Notes due 2011 (the “Notes”)


 Ladies and Gentlemen: 
 In connection with our proposed sale of $[                    ] aggregate of the Notes, we confirm that such sale has
been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: 
 (1) the offer of the Notes was not made to a person in the United States; 
 (2) either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our
behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows
that the transaction has been prearranged with a buyer in the United States; 
 (3) no directed selling efforts have been made
in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; 
 (4)
the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and 
 (5) we
have advised the transferee of the transfer restrictions applicable to the Notes. 
  

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 You, the Issuers and counsel for the Issuers are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in
Regulation S. 
  

			
	Very truly yours,
	
	[Name of Transferor]
		
	By:	 	  

		 	Authorized Signature


  

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 EXHIBIT G 
 GUARANTEE 
 Each of the undersigned (the “Guarantors”) hereby jointly and severally
unconditionally guarantees, to the extent set forth in the Indenture dated as of May 9, 2006 by and among Houghton Mifflin, LLC (“the Issuer”) and Houghton Mifflin Finance, Inc. (the “Co-Issuer” and together with the Issuer, the
“Issuers”), the Guarantors, as guarantors, and Wells Fargo Bank, National Association, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the
due and punctual payment of the principal of, premium, if any, and interest, if any, on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on
overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Issuers to the Noteholders or the Trustee, all in accordance with the terms set forth in Article
Eleven of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. 
 The obligations of the Guarantors to the Noteholders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article Eleven of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this
Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions. 
 [Signatures on Following Pages] 

 

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 IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to be signed by a duly authorized
officer. 
  

			
	[                                       
 ]
		
	By:	 	  

	Name:	 	
	Title:	 	


  

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