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...First Lien Credit Agreement • January 31st, 2014 • McGraw-Hill Global Education LLC • 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.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF McGRAW-HILL EDUCATION VENTURES LLCLimited Liability Company Agreement • January 31st, 2014 • McGraw-Hill Global Education LLC • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”) of McGraw-Hill Education Ventures LLC, a Delaware limited liability company (the “Company”), dated and effective as of August 16, 2013, by and among the Company and McGraw-Hill Global Education Holdings, LLC, a Delaware limited liability company (the “Sole Member”). The Company and the Sole Member are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party”.
GEORGIA HOLDINGS, INC. NONQUALIFIED STOCK OPTION GRANT CERTIFICATENonqualified Stock Option • January 31st, 2014 • McGraw-Hill Global Education LLC • New York
THIS NONQUALIFIED STOCK OPTION GRANT CERTIFICATE (this “Agreement”), dated as of June 28, 2013 (the “Date of Grant”), is made by and between Georgia Holdings, Inc., a Delaware corporation (the “Company”), and Mark Wolsey-Paige (the “Grantee”).
Retention AgreementMcGraw-Hill Global Education LLC • January 31st, 2014 • New York
You are an important member of the senior leadership team of McGraw-Hill Education, Inc. (the “Company”), and your continued employment with the Company on and after the Transaction is important to the continued success of the Company and its business. As an incentive to you to continue in the employment of the Company on and after the Transaction, the Company will provide you the severance payments and benefits described below if you experience an Involuntary Termination during the Transition Period.
EMPLOYMENT AGREEMENTEmployment Agreement • January 31st, 2014 • McGraw-Hill Global Education LLC • 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 31st, 2014 • McGraw-Hill Global Education LLC • New York
any of the Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of my execution and delivery hereof. Anything to the contrary notwithstanding, nothing herein shall release the Company or any other Releasees from any claims or damages based on (v) any right I may have to enforce the provisions of the Employment Agreement which are intended to survive a termination of my employment with the Company, including, without limitation, the non-disparagement obligations of the Company described in Section 12 of the Employment Agreement, (w) any right or claim that arises after the date this Release is executed or that otherwise may not be legally released, (x) any right I may have to vested or accrued benefits or entitlements under any applicable plan, agreement (including the RSU Agreement), program, award, policy or arrangement of the Company or any other Releasee, (y) my right to indemnification and advancement of expen
REGISTRATION RIGHTS AGREEMENT Dated March 22, 2013 among MCGRAW-HILL GLOBAL EDUCATION HOLDINGS, LLC MCGRAW-HILL GLOBAL EDUCATION FINANCE, INC. MHE US HOLDINGS, LLC MCGRAW-HILL GLOBAL EDUCATION INTERMEDIATE HOLDINGS, LLC THE GUARANTORS NAMED HEREIN and...Registration Rights Agreement • January 31st, 2014 • McGraw-Hill Global Education LLC • New York
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of March 22, 2013 (the “Agreement”), among McGraw-Hill Global Education Holdings, LLC, a Delaware limited liability company (the “Company”), McGraw-Hill Global Education Finance, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“MHE Finance” and, together with the Company, the “Note Issuers”), MHE US Holdings, LLC, a Delaware limited liability company (“Parent”), McGraw-Hill Global Education Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), and the guarantors as set forth on Annex I hereto (the “Subsidiary Guarantors” and together with Parent and Holdings, the “Guarantors,” and the Guarantors together with the Company and MHE Finance, the “Issuers”) and Credit Suisse Securities (USA) LLC, BMO Capital Markets Corp., Jefferies LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., and UBS Securities LLC, acting as representatives (in such capacity, the “Rep
PURCHASE AND SALE AGREEMENT by and among THE MCGRAW-HILL COMPANIES, INC., MCGRAW-HILL EDUCATION LLC, the other SELLERS named herein, and MHE Acquisition, LLC, Dated as of November 26, 2012Purchase and Sale Agreement • January 31st, 2014 • McGraw-Hill Global Education LLC • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 26, 2012, is by and among The McGraw-Hill Companies, Inc., a New York corporation (“Parent”), the entities set forth in Schedule I hereto (collectively and together with Parent, “Sellers” and each, a “Seller”), McGraw-Hill Education LLC, a Delaware limited liability company (“MH Education”) and MHE Acquisition, LLC, a Delaware limited liability company (“Purchaser”) (each of Purchaser and Sellers, a “Party” and collectively “Parties”).
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 • January 31st, 2014 • McGraw-Hill Global Education LLC • 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”).
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 • January 31st, 2014 • McGraw-Hill Global Education LLC • 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.
AMENDMENT TO NONQUALIFIED STOCK OPTION GRANT CERTIFICATENonqualified Stock Option Grant Certificate • January 31st, 2014 • McGraw-Hill Global Education LLC
THIS AMENDMENT (“Amendment”) to the Nonqualified Stock Option Grant Certificate, dated as of May 15, 2013 (the “Agreement”), by and between Georgia Holdings, Inc., a Delaware corporation (the “Company”), and Lloyd G. Waterhouse (the “Grantee”), is made by and between the Grantee and the Company, effective as of this 5th day of December, 2013 (the “Amendment Effective Date”).
MANAGEMENT FEE AGREEMENTManagement Fee Agreement • January 31st, 2014 • McGraw-Hill Global Education LLC • New York
MANAGEMENT FEE AGREEMENT, dated as of March 22, 2013 (this “Agreement”), by and among MCGRAW-HILL GLOBAL EDUCATION HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and APOLLO MANAGEMENT VII, L.P., a Delaware limited partnership (“Apollo”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 31st, 2014 • McGraw-Hill Global Education LLC
THIS SECOND AMENDMENT (“Amendment”) to the Employment Agreement by and between McGraw-Hill Global Education Holdings, LLC, a Delaware limited liability company (as assignee to McGraw-Hill Education, Inc., a Delaware corporation) (the “Company”), and Lloyd G. Waterhouse (the “Executive”), dated as of June 6, 2012, and amended as of May 15, 2013 (the “Employment Agreement”), is made by and between the Executive and the Company, effective as of this 5th day of December, 2013 (the “Amendment Effective Date”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 31st, 2014 • McGraw-Hill Global Education LLC
This FIRST AMENDMENT (“Amendment”) to the Employment Agreement by and between McGraw-Hill Global Education Holdings, LLC, a Delaware limited liability company (as assignee to McGraw-Hill Education, Inc., a Delaware corporation) (the “Company”) and Lloyd G. Waterhouse (the “Executive”), dated as of June 6, 2012 (the “Employment Agreement”), is made by and between the Executive and the Company, effective as of this 15th day of May, 2013 (the “Amendment Effective Date”).
GEORGIA HOLDINGS, INC. NONQUALIFIED STOCK OPTION GRANT CERTIFICATENonqualified Stock Option • January 31st, 2014 • McGraw-Hill Global Education LLC • New York
THIS NONQUALIFIED STOCK OPTION GRANT CERTIFICATE (this “Agreement”), dated as of May 15, 2013 (the “Date of Grant”), is made by and between Georgia Holdings, Inc., a Delaware corporation (the “Company”), and Lloyd G. Waterhouse, (the “Grantee”).
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 • January 31st, 2014 • McGraw-Hill Global Education LLC • 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
FIRST AMENDMENT TO THE TERMS AND CONDITIONS OF MCGRAW-HILL EDUCATIONTerms And • January 31st, 2014 • McGraw-Hill Global Education LLC
This FIRST AMENDMENT (“Amendment”) to the Terms and Conditions of McGraw-Hill Education 2012 Cash-Based Performance Award by and between The McGraw-Hill Companies, Inc., a New York corporation (“The McGraw-Hill Companies, Inc.”), and the undersigned employee (the “Employee”), dated as of August 1, 2012 (the “Cash-Based Performance Award”), is made effective as of this day of May, 2013 (the “Effective Date”).
TRANSACTION FEE AGREEMENTTransaction Fee Agreement • January 31st, 2014 • McGraw-Hill Global Education LLC • New York
TRANSACTION FEE AGREEMENT, dated as of March 22, 2013 (this “Agreement”), by and among MCGRAW-HILL GLOBAL EDUCATION HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and APOLLO GLOBAL SECURITIES, LLC, a Delaware limited liability company (“Apollo”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MGEH MERGER SUB PARENT, LLCLimited Liability Company Agreement • January 31st, 2014 • McGraw-Hill Global Education LLC • Delaware
This Amended and Restated Limited Liability Company Agreement of MGEH Merger Sub Parent, LLC (the “Company”), dated as of June 19, 2013 (this “Agreement”), is entered into by McGraw-Hill Global Education Holdings, LLC, a Delaware limited liability company, as sole member of the Company (the “Member”).
