0001193125-26-419151 Sample Contracts

MCGRAW-HILL EDUCATION, INC. and the Guarantors from time to time party hereto $400,000,000 8.000% SENIOR SECURED NOTES DUE 2033 INDENTURE Dated as of October 9, 2026 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and as Notes Collateral Agent
Indenture • October 9th, 2026 • McGraw Hill, Inc. • Miscellaneous publishing • New York

INDENTURE dated as of October 9, 2026 among MCGRAW-HILL EDUCATION, INC., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Notes Collateral Agent”).

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AMENDMENT AND RESTATEMENT AGREEMENT NO. 1
Amendment and Restatement Agreement • October 9th, 2026 • McGraw Hill, Inc. • Miscellaneous publishing

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 9, 2026, among MAV INTERMEDIATE HOLDING II CORPORATION, a Delaware corporation (“Holdings”), MCGRAW-HILL EDUCATION, INC., a Delaware corporation (“Borrower”), the Lenders and Issuing Banks party hereto from time to time and BANK OF AMERICA, N.A. (“Bank of America”), as the Administrative Agent, the Collateral Agent and Swingline Lender. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

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AMENDMENT NO. 4 TO THE REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • October 9th, 2026 • McGraw Hill, Inc. • Miscellaneous publishing • New York

THIS REVOLVING CREDIT AGREEMENT, dated as of July 30, 2021, as amended by Amendment No. 1, dated April 26, 2023, as further amended by Amendment No. 2, dated as of June 17, 2024, and as further amended by Amendment No. 3, dated as of August 6, 2024, among MAV INTERMEDIATE HOLDING II CORPORATION, a Delaware corporation (“Holdings”), MAV ACQUISITION CORPORATION, a Delaware corporation (“Initial Borrower”), and following the Closing Date Merger, MCGRAW-HILL EDUCATION, INC., a Delaware corporation (“Ultimate Borrower”, together with Initial Borrower, “Lead Borrower”), each of the other Borrowers (as hereinafter defined) party hereto, the Lenders party hereto from time to time and BANK OF AMERICA, N.A. (“Bank of America”), as the Administrative Agent, the Collateral Agent and Swingline Lender. All capitalized terms used herein and defined in Article 1 are used herein as therein defined.

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