0001193125-07-227601 Sample Contracts

The McGraw-Hill Companies, Inc. Debt Securities UNDERWRITING AGREEMENT STANDARD PROVISIONS
Underwriting Agreement • October 29th, 2007 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York

From time to time, The McGraw-Hill Companies, Inc., a New York corporation (the “Company”), may enter into one or more underwriting agreements in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of the securities designated in such Underwriting Agreement (the “Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative (the “Representative”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement.” The Securities will be issued pursuant to an Indenture to be dated as of November , 2007 (the “Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

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