0000064040-13-000005 Sample Contracts

FIRST AMENDMENT
Credit Agreement • February 28th, 2013 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York

FIRST AMENDMENT, dated as of January 11, 2012 (this “Amendment”), to the Three-Year Credit Agreement, dated as of July 30, 2010 (the “Credit Agreement”), among THE McGRAW-HILL COMPANIES, INC. ( the “Borrower”), STANDARD & POOR’S FINANCIAL SERVICES LLC, as a Loan Guarantor (the “Loan Guarantor”), the lenders from time to time parties thereto (the “Lenders”), the Syndication Agent and the Documentation Agents parties thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

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SECOND AMENDMENT
Credit Agreement • February 28th, 2013 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York

SECOND AMENDMENT, dated as of November 2, 2012 (this “Second Amendment”), to the Three-Year Credit Agreement, dated as of July 30, 2010 (as amended prior to the date hereof, the “Credit Agreement”), among THE McGRAW-HILL COMPANIES, INC. ( the “Borrower”), STANDARD & POOR’S FINANCIAL SERVICES LLC, as a Loan Guarantor (the “Loan Guarantor”), the lenders from time to time parties thereto (the “Lenders”), the Syndication Agent and the Documentation Agents parties thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

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