MAV ACQUISITION CORPORATION (to be merged with and into MCGRAW-HILL EDUCATION, INC.) and the Guarantors from time to time party hereto $900,000,000 5.750% SENIOR SECURED NOTES DUE 2028 INDENTURE Dated as of July 30, 2021 THE BANK OF NEW YORK MELLON...Indenture • June 27th, 2025 • McGraw Hill, Inc. • Miscellaneous publishing • New York
On the date hereof, upon consummation of the acquisition (the “Acquisition”) by the Initial Issuer of the Ultimate Issuer pursuant to a securities purchase agreement, dated as of June 14, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Acquisition Agreement”), by and among AP Georgia Holdings, L.P., a Delaware limited partnership (“AP Georgia”), Apollo Co-Investors (MHE), L.P., a Delaware limited partnership and the other sellers set forth on Annex I thereto (such sellers, together with AP Georgia and Apollo-Co-Investors, the “Sellers”), the Initial Issuer, the Ultimate Issuer and AP Georgia in its capacity as the representative of the Sellers. Substantially concurrent with the consummation of the Acquisition, the Initial Issuer will merge with and into the Ultimate Issuer, with the Ultimate Issuer continuing as the surviving entity (the “Closing Date Merger”) and assuming, as the Ultimate Issuer, the obligations of the Issuer under this Secured I
MAV ACQUISITION CORPORATION (to be merged with and into MCGRAW-HILL EDUCATION, INC.) and the Guarantors from time to time party hereto $900,000,000 5.750% SENIOR SECURED NOTES DUE 2028 INDENTURE Dated as of July 30, 2021 THE BANK OF NEW YORK MELLON...Indenture • June 5th, 2025 • McGraw Hill, Inc. • Miscellaneous publishing • New York
On the date hereof, upon consummation of the acquisition (the “Acquisition”) by the Initial Issuer of the Ultimate Issuer pursuant to a securities purchase agreement, dated as of June 14, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Acquisition Agreement”), by and among AP Georgia Holdings, L.P., a Delaware limited partnership (“AP Georgia”), Apollo Co-Investors (MHE), L.P., a Delaware limited partnership and the other sellers set forth on Annex I thereto (such sellers, together with AP Georgia and Apollo-Co-Investors, the “Sellers”), the Initial Issuer, the Ultimate Issuer and AP Georgia in its capacity as the representative of the Sellers. Substantially concurrent with the consummation of the Acquisition, the Initial Issuer will merge with and into the Ultimate Issuer, with the Ultimate Issuer continuing as the surviving entity (the “Closing Date Merger”) and assuming, as the Ultimate Issuer, the obligations of the Issuer under this Secured I