FIRST LIEN CREDIT AGREEMENT Dated as of March 22, 2013, Among MCGRAW-HILL GLOBAL EDUCATION INTERMEDIATE HOLDINGS, LLC, as Holdings, MCGRAW-HILL GLOBAL EDUCATION HOLDINGS, LLC, as Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS...Joinder Agreement • April 18th, 2014 • McGraw-Hill Interamericana, Inc. • Books: publishing or publishing & printing • New York
FIRST LIEN CREDIT AGREEMENT dated as of March 22, 2013 (this “Agreement”), among MCGRAW-HILL GLOBAL EDUCATION INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MCGRAW-HILL GLOBAL EDUCATION HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2014 • McGraw-Hill Interamericana, Inc. • Books: publishing or publishing & printing • New York
This Employment Agreement (“Agreement”) is made as of May 31, 2013, between McGraw-Hill Global Education Holdings, LLC (the “Company”), and Ronald Schlosser, an individual (the “Executive”), effective as of March 22, 2013 (the “Effective Date”).
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 18th, 2014 • McGraw-Hill Interamericana, Inc. • Books: publishing or publishing & printing • Delaware
AMENDMENT, dated as of March 4, 2013 (this “Amendment”) to the Purchase and Sale Agreement, dated as of November 25, 2012 (the “Purchase Agreement”), by and among The McGraw-Hill Companies, Inc., a New York corporation, the entities set forth in Schedule I thereto, McGraw-Hill Education LLC, a Delaware limited liability company (n/k/a McGraw-Hill Global Education, LLC), and MHE Acquisition, LLC, a Delaware limited liability company. All capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Purchase Agreement.
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1Incremental Assumption Agreement • April 18th, 2014 • McGraw-Hill Interamericana, Inc. • Books: publishing or publishing & printing • New York
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 (this “Agreement”) dated as of March 24, 2014 relating to the First Lien Credit Agreement dated as of March 22, 2013 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”) among MCGRAW-HILL GLOBAL EDUCATION HOLDINGS, LLC (the “Borrower”), MCGRAW-HILL GLOBAL EDUCATION INTERMEDIATE HOLDINGS, LLC (“Holdings”), the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”).
SERVICES AGREEMENT by and among MHE ACQUISITION, LLC, MHE US HOLDINGS, LLC, MCGRAW-HILL SCHOOL EDUCATION HOLDINGS, LLC, and MCGRAW-HILL GLOBAL EDUCATION HOLDINGS, LLC Dated as of March 22, 2013Services Agreement • April 18th, 2014 • McGraw-Hill Interamericana, Inc. • Books: publishing or publishing & printing • Delaware
Services Agreement (the “Agreement”), dated as of March 22, 2013, by and among MHE Acquisition, LLC, a Delaware limited liability company (“MHE Acquisition”), MHE US Holdings, LLC, a Delaware limited liability company (“MHE US Holdings” and, together with MHE Acquisition, the “MHE Parents”), McGraw-Hill Global Education Holdings, LLC, a Delaware limited liability company (“HPI”) and McGraw-Hill School Education Holdings, LLC, a Delaware limited liability company (“SEG”) (each of HPI and SEG, a “Primary Party” and collectively the “Primary Parties”) (collectively, the “Parties”). Capitalized terms have the meanings set forth in Article I.
STOCKHOLDERS’ AGREEMENT dated as of March 22, 2013 among GEORGIA HOLDINGS, INC., AP GEORGIA HOLDINGS, LP, APOLLO OVERSEAS CO-INVESTORS (MHE), L.P. and CERTAIN OTHER STOCKHOLDERS OF GEORGIA HOLDINGS, INC.Stockholders’ Agreement • May 13th, 2014 • McGraw-Hill Interamericana, Inc. • Books: publishing or publishing & printing • Delaware
STOCKHOLDERS’ AGREEMENT dated as of March 22, 2013 (this “Agreement”), by and among GEORGIA HOLDINGS, INC., a Delaware corporation (the “Company”), AP GEORGIA HOLDINGS, LP, a Delaware limited partnership (“Apollo”), APOLLO OVERSEAS CO-INVESTORS (MHE), L.P., a Delaware limited partnership (“AOC (MHE)”) and the other Stockholders of the Company set forth on Schedule I that are signatories hereto, including those that, from time to time after the date hereof, become a party hereto by executing a Joinder (collectively with AOC (MHE), the “Non-Apollo Holders”).
GUARANTEE AGREEMENT (FIRST LIEN) dated and effective as of March 22, 2013, among MCGRAW-HILL GLOBAL EDUCATION INTERMEDIATE HOLDINGS, LLC, as Holdings The Subsidiaries of MCGRAW-HILL GLOBAL EDUCATION HOLDINGS, LLC Named Herein and CREDIT SUISSE AG,...Guarantee Agreement • April 18th, 2014 • McGraw-Hill Interamericana, Inc. • Books: publishing or publishing & printing • New York
This GUARANTEE AGREEMENT (FIRST LIEN), dated as of March 22, 2013 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), by and among MCGRAW-HILL GLOBAL EDUCATION INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), each Subsidiary listed on the signature page hereof and each other Subsidiary that becomes a party hereto after the date hereof (collectively, the “Subsidiary Guarantors” and the Subsidiary Guarantors, together with Holdings, the “Guarantors”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, together with any successor thereto, the “Collateral Agent”) for the Secured Parties.
EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2014 • McGraw-Hill Interamericana, Inc. • Books: publishing or publishing & printing • New York
This Employment Agreement (“Agreement”) is made as of December 14, 2013, between McGraw-Hill Global Education Holdings, LLC (the “Company”), and David Levin, an individual (the “Executive”), effective as of the Effective Date (as defined in Section 3).
MCGRAW-HILL GLOBAL EDUCATION HOLDINGS, LLC and MCGRAW-HILL GLOBAL EDUCATION FINANCE, INC. as Issuers and the Guarantors party hereto from time to time 9.75% First-Priority Senior Secured Notes due 2021 INDENTURE Dated as of March 22, 2013 and...Indenture • April 18th, 2014 • McGraw-Hill Interamericana, Inc. • Books: publishing or publishing & printing • New York
INDENTURE, dated as of March 22, 2013, among MCGRAW-HILL GLOBAL EDUCATION HOLDINGS, LLC, a Delaware limited liability company (together with its successors and assigns, “MHGE Holdings” or the “Company”), MCGRAW-HILL GLOBAL EDUCATION FINANCE, INC., a Delaware corporation (together with its successors and assigns, the “MHGE Finance” and together with MHGE Holdings, each, an “Issuer,” and, together, the “Issuers”), McGraw-Hill Global Education Intermediate Holdings, LLC, a Delaware limited liability company (together with its successors and assigns, “Holdings”), MHE US Holdings, LLC, a Delaware limited liability company (together with its successors and assigns, “Parent”), the Subsidiary Guarantors party hereto from time to time (as defined below) and Wilmington Trust, National Association, as trustee (the “Trustee”).
COLLATERAL AGREEMENT (FIRST LIEN) dated and effective as of March 22, 2013 among MCGRAW-HILL GLOBAL EDUCATION INTERMEDIATE HOLDINGS, LLC, as Holdings, MCGRAW-HILL GLOBAL EDUCATION HOLDINGS, LLC, as Borrower, each Subsidiary Loan Party party hereto and...Collateral Agreement • April 18th, 2014 • McGraw-Hill Interamericana, Inc. • Books: publishing or publishing & printing • New York
Reference is made to (i) the First Lien Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower, the Lenders party thereto from time to time, Credit Suisse AG, Cayman Islands Branch, as administrative agent (together with its successors and assigns in such capacity, the “Credit Agreement Agent”), and the other parties party thereto, (ii) the Indenture, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Notes Indenture”), among the Borrower and McGraw-Hill Global Education Finance, Inc. (the “Co-Issuer”), as issuers, Wilmington Trust, National Association, as trustee (together with its successors and assigns in such capacity, the “Notes Trustee”), and the other parties party thereto, and (iii) the First Lien/First Lien Intercreditor Agreement, dated as of the date hereof (as amended, restated, supplemented or
