INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 2Incremental Assumption Agreement • May 5th, 2015 • McGraw-Hill Global Education Intermediate Holdings, LLC • Books: publishing or publishing & printing • New York
Contract Type FiledMay 5th, 2015 Company Industry JurisdictionINCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 2 (this “Agreement”) dated as of May 4, 2015 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”).