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Assumption Agreement

This is an actual contract by Houghton Mifflin.
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Sectors: Media
Governing Law: New York, View New York State Laws
Effective Date: December 30, 2002
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Exhibit 10.1


This Assumption Agreement, dated as of December 30, 2002, is entered into by and between Versailles Acquisition Corporation, a Delaware corporation (" VAC" ) and Houghton Mifflin Company, a Massachusetts corporation (" HM" ).

WHEREAS, VAC has entered into the Share Purchase Agreement with Seller and Vivendi Universal, S.A., pursuant to which VAC has agreed to acquire and Seller has agreed to sell all of the outstanding capital stock of HM (the " Acquisition" ) on the date hereof,

WHEREAS, immediately following the consummation of the Acquisition and the filing of Articles of Consolidation with the Secretary of the Commonwealth of Massachusetts, VAC will merge with and into HM (the " Merger" ); and

WHEREAS, HM will be the surviving entity.

NOW, THEREFORE, the parties hereto agree as follows:

Reference is made to that certain Credit and Guaranty Agreement (the " Credit Agreement" ) dated as of December 30, 2002 by and among VAC, VERSAILLES U.S. HOLDING INC., a Delaware corporation, the Lenders party thereto from time to time, CIBC WORLD MARKETS CORP. and GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Lead Arrangers and Joint Bookrunners, GSCP and DEUTSCHE BANK SECURITIES INC., as Co-Syndication Agents, FLEET SECURITIES, Inc. as Co Documentation Agent, and CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent and as Collateral Trustee (" CIBC" ). Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

It is he
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