FIRST
AMENDMENT TO

    THREE-YEAR
MCGRAW-HILL CREDIT AGREEMENT

     

     

    FIRST
AMENDMENT, dated as of January 1, 2009 (this “Amendment”), to the
Three-Year Credit Agreement, dated as of September 12, 2008 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among THE MCGRAW-HILL COMPANIES, INC., a New York corporation (the “Borrower”), the
several banks and other financial institutions from time to time parties thereto
(the “Lenders”), BANK OF
AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”),
DEUTSCHE BANK SECURITIES INC., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., THE ROYAL
BANK OF SCOTLAND PLC and CITIBANK, N.A., as documentation agents,  (in
such capacities, the “Documentation
Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such
capacity, the “Administrative
Agent”).

     

    W I T N E S S E T H :

     

    WHEREAS,
the Borrower, the Lenders, the Syndication Agent, the Documentation Agents and
the Administrative Agent are parties to the Credit Agreement;

     

    WHEREAS,
the Borrower has requested that the Administrative Agent, on behalf of the
Lenders, in accordance with Section 6.01 of the Credit Agreement, agree to amend
certain provisions contained in the Credit Agreement to provide for guarantor
arrangements, and the Administrative Agent is agreeable to such request upon the
terms and subject to the conditions set forth herein;

     

    NOW,
THEREFORE, in consideration of the premises herein contained and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:

     

    I.       
    Defined
Terms.  Unless otherwise defined herein, capitalized terms used
herein which are defined in the Credit Agreement are used herein as therein
defined.

     

    II.           Amendments to
Section 1.01 (Defined Terms).  Section 1.01 of the Credit
Agreement is hereby amended as follows by inserting the following definitions in
appropriate alphabetical order:

     

    “Guaranteed
Obligations” has the meaning set forth in Section 10.01.

    


    “Joinder Agreement”
has the form set forth in Annex 1 of this First Amendment to the Credit
Agreement.

    


    “Loan Guarantor” means
each Loan Party (other than the Borrower).

    


    “Loan Guaranty” means
Article X of
this Agreement.

    


    “Loan Parties” means
the Borrower and any other Person who becomes a party to this Agreement pursuant
to a Joinder Agreement and their successors and assigns.

    


    “Obligated Party” has
the meaning set forth in Section 10.02.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    “Obligations” means
all unpaid principal of and accrued and unpaid interest on the Loans, all
accrued and unpaid fees and all expenses, reimbursements, indemnities and other
obligations of the Loan Parties to the Lenders or to any Lender, the
Administrative Agent or any indemnified party arising under the Credit
Agreement.

    


    III.          Insertion of Article X (Loan
Guaranty).  The Credit Agreement is hereby amended by inserting
the following Article in entirety in the appropriate numerical
position:

     

    ARTICLE
X

     

    Loan
Guaranty

     

    SECTION
10.01.  Guaranty.  Each
Loan Guarantor hereby agrees that it is jointly and severally liable for, and,
as primary obligor and not merely as surety, absolutely and unconditionally
guarantees to the Lenders the prompt payment when due, whether at stated
maturity, upon acceleration or otherwise, and at all times thereafter, of the
Obligations and all costs and expenses including, without limitation, all court
costs and attorneys’ fees and expenses paid or incurred by the Administrative
Agent and the Lenders in endeavoring to collect all or any part of the
Obligations from, or in prosecuting any action against, the Borrower, any Loan
Guarantor or any other guarantor of all or any part of the Obligations (such
costs and expenses, together with the Obligations, collectively the “Guaranteed
Obligations”). Each Loan Guarantor further agrees that the Guaranteed
Obligations may be extended or renewed in whole or in part without notice to or
further assent from it, and that it remains bound upon its guarantee
notwithstanding any such extension or renewal. All terms of this Loan Guaranty
apply to and may be enforced by or on behalf of any domestic or foreign branch
or Affiliate of any Lender that extended any portion of the Guaranteed
Obligations.

    


    SECTION
10.02.  Guaranty of
Payment.  This Loan Guaranty is a guaranty of payment and not
of collection. Each Loan Guarantor waives any right to require the
Administrative Agent or any Lender to sue the Borrower, any Loan Guarantor, any
other guarantor, or any other person obligated for all or any part of the
Guaranteed Obligations (each, an “Obligated Party”), or
otherwise to enforce its payment against any collateral securing all or any part
of the Guaranteed Obligations.

    


    SECTION
10.03.  No
Discharge or Diminishment of Loan Guaranty.  (a) Except as
otherwise provided for herein, the obligations of each Loan Guarantor hereunder
are unconditional and absolute and not subject to any reduction, limitation,
impairment or termination for any reason (other than the indefeasible payment in
full in cash of the Guaranteed Obligations), including:  (i) any claim
of waiver, release, extension, renewal, settlement, surrender, alteration, or
compromise of any of the Guaranteed Obligations, by operation of law or
otherwise; (ii) any change in the corporate existence, structure or ownership of
the Borrower or any other guarantor of or other person liable for any of the
Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or
other similar proceeding affecting any Obligated Party, or their assets or any
resulting release or discharge of any obligation of any Obligated Party; or (iv)
the existence of any claim, setoff or other rights which any Loan Guarantor may
have at any time against any Obligated Party, the Administrative Agent, any
Lender, or any other person, whether in connection herewith or in any unrelated
transactions.

    


    (b)           The
obligations of each Loan Guarantor hereunder are not subject to any defense or
setoff, counterclaim, recoupment, or termination whatsoever by reason of the
invalidity, illegality, or unenforceability of any of the Guaranteed Obligations
or otherwise, or any provision of applicable law or regulation purporting to
prohibit payment by any Obligated Party, of the Guaranteed Obligations or any
part thereof.

     

    
      
        
        

      

      
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    (c)           Further,
the obligations of any Loan Guarantor hereunder are not discharged or impaired
or otherwise affected by: (i) the failure of the Administrative Agent or any
Lender to assert any claim or demand or to enforce any remedy with respect to
all or any part of the Guaranteed Obligations; (ii) any waiver or modification
of or supplement to any provision of any agreement relating to the Guaranteed
Obligations; (iii) any release, non-perfection, or invalidity of any indirect or
direct security for the obligations of the Borrower for all or any part of the
Guaranteed Obligations or any obligations of any other guarantor of or other
person liable for any of the Guaranteed Obligations; (iv) any action or failure
to act by the Administrative Agent or any Lender with respect to any collateral
securing any part of the Guaranteed Obligations; or (v) any default, failure or
delay, willful or otherwise, in the payment or performance of any of the
Guaranteed Obligations, or any other circumstance, act, omission or delay that
might in any manner or to any extent vary the risk of such Loan Guarantor or
that would otherwise operate as a discharge of any Loan Guarantor as a matter of
law or equity (other than the indefeasible payment in full in cash of the
Guaranteed Obligations).

     

    SECTION
10.04.  Defenses
Waived.  To the fullest extent permitted by applicable law,
each Loan Guarantor hereby waives any defense based on or arising out of any
defense of the Borrower or any Loan Guarantor or the unenforceability of all or
any part of the Guaranteed Obligations from any cause, or the cessation from any
cause of the liability of the Borrower or any Loan Guarantor, other than the
indefeasible payment in full in cash of the Guaranteed Obligations. Without
limiting the generality of the foregoing, each Loan Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and, to the fullest extent
permitted by law, any notice not provided for herein, as well as any requirement
that at any time any action be taken by any person against any Obligated Party,
or any other person.  The Administrative Agent may, at its election,
foreclose on any collateral held by it by one or more judicial or nonjudicial
sales, accept an assignment of any such collateral in lieu of foreclosure or
otherwise act or fail to act with respect to any collateral securing all or a
part of the Guaranteed Obligations, compromise or adjust any part of the
Guaranteed Obligations, make any other accommodation with any Obligated Party or
exercise any other right or remedy available to it against any Obligated Party,
without affecting or impairing in any way the liability of such Loan Guarantor
under this Loan Guaranty except to the extent the Guaranteed Obligations have
been fully and indefeasibly paid in cash.  To the fullest extent
permitted by applicable law, each Loan Guarantor waives any defense arising out
of any such election even though that election may operate, pursuant to
applicable law, to impair or extinguish any right of reimbursement or
subrogation or other right or remedy of any Loan Guarantor against any Obligated
Party or any security.

    


    SECTION
10.05.  Rights of
Subrogation.  No Loan Guarantor will assert any right, claim or
cause of action, including, without limitation, a claim of subrogation,
contribution or indemnification that it has against any Obligated Party, or any
collateral, until the Loan Parties and the Loan Guarantors have fully performed
all their obligations to the Administrative Agent and the Lenders.

    


    SECTION
10.06.  Reinstatement; Stay of
Acceleration.  If at any time any payment of any portion of the
Guaranteed Obligations is rescinded or must otherwise be restored or returned
upon the insolvency, bankruptcy, or reorganization of the Borrower or otherwise,
each Loan Guarantor's obligations under this Loan Guaranty with respect to that
payment shall be reinstated at such time as though the payment had not been made
and whether or not the Administrative Agent and the Lenders are in possession of
this Loan Guaranty. If acceleration of the time for payment of any of the
Guaranteed Obligations is stayed upon the insolvency, bankruptcy or
reorganization of the Borrower, all such amounts otherwise subject to
acceleration under the terms of any agreement relating to the Guaranteed
Obligations shall nonetheless be payable by the Loan Guarantors forthwith on
demand by the Lender.

     

    
      
        
        

      

      
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    SECTION
10.07.  Taxes.  All
payments of the Guaranteed Obligations will be made by each Loan Guarantor free
and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that
if any Loan Guarantor shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Administrative
Agent or Lender (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) such Loan
Guarantor shall make such deductions and (iii) such Loan Guarantor shall
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

    


    SECTION
10.08.  Maximum
Liability.  The provisions of this Loan Guaranty are severable,
and in any action or proceeding involving any state corporate law, or any state,
federal or foreign bankruptcy, insolvency, reorganization or other law affecting
the rights of creditors generally, if the obligations of any Loan Guarantor
under this Loan Guaranty would otherwise be held or determined to be avoidable,
invalid or unenforceable on account of the amount of such Loan Guarantor's
liability under this Loan Guaranty, then, notwithstanding any other provision of
this Loan Guaranty to the contrary, the amount of such liability shall, without
any further action by the Loan Guarantors or the Lenders, be automatically
limited and reduced to the highest amount that is valid and enforceable as
determined in such action or proceeding (such highest amount determined
hereunder being the relevant Loan Guarantor's “Maximum
Liability”.  This Section with respect to the Maximum Liability
of each Loan Guarantor is intended solely to preserve the rights of the Lenders
to the maximum extent not subject to avoidance under applicable law, and no Loan
Guarantor nor any other person or entity shall have any right or claim under
this Section with respect to such Maximum Liability, except to the extent
necessary so that the obligations of any Loan Guarantor hereunder shall not be
rendered voidable under applicable law. Each Loan Guarantor agrees that the
Guaranteed Obligations may at any time and from time to time exceed the Maximum
Liability of each Loan Guarantor without impairing this Loan Guaranty or
affecting the rights and remedies of the Lenders hereunder, provided that,
nothing in this sentence shall be construed to increase any Loan Guarantor's
obligations hereunder beyond its Maximum Liability.

    


    SECTION
10.09.  Contribution.  In
the event any Loan Guarantor (a “Paying Guarantor”)
shall make any payment or payments under this Loan Guaranty or shall suffer any
loss as a result of any realization upon any collateral granted by it to secure
its obligations under this Loan Guaranty, each other Loan Guarantor (each a
“Non-Paying
Guarantor”) shall contribute to such Paying Guarantor an amount equal to
such Non-Paying Guarantor's “Applicable Percentage” of such payment or payments
made, or losses suffered, by such Paying Guarantor.  For purposes of
this Article X, each Non-Paying Guarantor's “Applicable
Percentage” with respect to any such payment or loss by a Paying
Guarantor shall be determined as of the date on which such payment or loss was
made by reference to the ratio of (i) such Non-Paying Guarantor's Maximum
Liability as of such date (without giving effect to any right to receive, or
obligation to make, any contribution hereunder) or, if such Non-Paying
Guarantor’s Maximum Liability has not been determined, the aggregate amount of
all monies received by such Non-Paying Guarantor from the Borrower after the
date hereof (whether by loan, capital infusion or by other means) to (ii) the
aggregate Maximum Liability of all Loan Guarantors hereunder (including such
Paying Guarantor) as of such date (without giving effect to any right to
receive, or obligation to make, any contribution hereunder), or to the extent
that a Maximum Liability has not been determined for any Loan Guarantor, the
aggregate amount of all monies received by such Loan Guarantors from the
Borrower after the date hereof (whether by loan, capital infusion or by other
means).  Nothing in this provision shall affect any Loan Guarantor's
several liability for the entire amount of the Guaranteed Obligations (up to
such Loan Guarantor's Maximum Liability).  Each of the Loan Guarantors
covenants and agrees that its right to receive any contribution under this Loan
Guaranty from a Non-Paying Guarantor shall be 

     

    
      
        
        

      

      
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    subordinate
and junior in right of payment to the payment in full in cash of the Guaranteed
Obligations.  This provision is for the benefit of both the
Administrative Agent, the Lenders and the Loan Guarantors and may be enforced by
any one, or more, or all of them in accordance with the terms
hereof.

    


    SECTION
10.10. Organization,
Powers and Good Standing.  Each Loan Guarantor is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization.  Each Loan Guarantor has all requisite
power and authority (i) to own and operate its properties and to carry on its
business as now conducted and proposed to be conducted, except where the lack of
power and authority would not have a Material Adverse Effect and (ii) to enter
into this Agreement and to carry out the transactions contemplated
hereby.

    


    SECTION
10.11. Authorization.  (a)
The execution, delivery and performance of this Agreement have been duly
authorized by all necessary action by each Loan Guarantor.

    


    (b)  The
execution, delivery and performance by each Loan Guarantor of this Agreement
will not (i) violate any provision of law applicable to such Loan Guarantor,
(ii) violate the formation documents of such Loan Guarantor, (iii) violate any
order, judgment or decree of any court or other agency of government binding on
such Loan Guarantor, conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any contractual obligation
of such Loan Guarantor, result in or require the creation or imposition of any
Lien upon any of the material properties or assets of such Loan Guarantor or
require any approval or consent of any Person under any contractual obligation
of such Loan Guarantor other than such approvals and consents which have been or
will be obtained on or before the Effective Date; except for any violation,
conflict, default, breach, lien or lack of approval the existence of which would
not have a Material Adverse Effect.

     

    (c)  This
Agreement is a legally valid and binding obligation of each Loan Guarantor,
enforceable against such Loan Guarantor in accordance with its respective terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally
or by equitable principles relating to enforceability.

     

    IV.           Conditions to
Effectiveness.  This Amendment shall become effective as of the
date set forth above upon satisfaction of the following conditions
precedent:

     

    (a)           the
Administrative Agent shall have received counterparts of this Amendment executed
by Borrower and the Administrative Agent in accordance with Section 9.01 of the
Credit Agreement; and

     

    (b)           all
documents, instruments and other legal matters in connection with this Amendment
shall be in form and substance reasonably satisfactory to the Administrative
Agent.

     

    V.           Reference to and Effect on
the Credit Agreement; Limited Effect.  On and after the date
hereof, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement as amended hereby.  The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Administrative Agent under the Credit Agreement, nor
constitute a waiver of any provisions of the Credit Agreement.  Except
as expressly amended herein, all of the provisions and covenants of the Credit
Agreement is and shall continue to remain in full force and effect in accordance
with the terms thereof and is hereby in all respects ratified and
confirmed.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    VI.          Representations and
Warranties.  The Borrower, as of the date hereof and after
giving effect to this Amendment, hereby confirms, reaffirms and restates the
representations and warranties made by it in Article III of the Credit Agreement
(except for Sections 3.04 and 3.05(ii) and those representations or warranties
or parts thereof that, by their terms, expressly relate solely to a specific
date, in which case such representations and warranties shall be true and
correct in all material respects as of such specific date); provided that each
reference to the Credit Agreement therein shall be deemed to be a reference to
the Credit Agreement after giving effect to this Amendment.

     

    VII.       
Costs and
Expenses.  The Borrower agrees to reimburse the Administrative
Agent for its reasonable out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent.

     

    VIII.       Counterparts.  This
Amendment may be executed by one or more of the parties hereto in any number of
separate counterparts (which may include counterparts delivered by facsimile
transmission) and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  Any executed counterpart
delivered by facsimile transmission shall be effective as an original for all
purposes hereof.  The execution and delivery of this Amendment by the
Borrower or the Administrative Agent shall be binding upon the Borrower, the
Administrative Agent, each Lender and each of its successors and assigns
(including transferees of its Commitments and Loans in whole or in part prior to
effectiveness hereof) and binding in respect of all of its Commitments and
Loans, including any acquired subsequent to its execution and delivery hereof
and prior to the effectiveness hereof.

     

    IX.         GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date first written
above.

    
       

       

      
        	 	THE
      MCGRAW-HILL COMPANIES, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	
                 

              	By:
      	/s/ Robert
      J. Bahash	 
	 	 	Name: 
      	Robert J.
      Bahash 	 
	 	 	Title: 
      	Executive Vice
      President and	 
	 	 	 	Chief
      Financial Officer	 


      

    

    
       

       

       

      
        	 	JPMORGAN
      CHASE BANK, N.A., as Administrative Agent	 
	 	 	 	 	 
	 	 	 	 	 
	
                 

              	By:
      	/s/ Sharon
      Bazbaz	 
	 	 	Name: 
      	Sharon
      Bazbaz 	 
	 	 	Title: 
      	Vice
    President	 
	 	 	 	 	 


      

    

     

     

     

     

     

     

     

     

     

     

    
      [Signature Page to Three-Year
Amendment]

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Annex
1

    to
Amendment

    


    JOINDER
AGREEMENT

    


    


    THIS JOINDER AGREEMENT (this
"Agreement"), dated as of __________, ____, 200_, is entered into between
________________________________, a _________________ (the "New Subsidiary") and
JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the
"Administrative Agent") under that certain Three-Year Credit Agreement, dated as
of September 12, 2008 among The McGraw-Hill Companies (the "Borrower"), the
Lenders party thereto and the Administrative Agent (as the same may be amended,
modified, extended or restated from time to time, the "Credit
Agreement").  All capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Credit Agreement.

    


    The New Subsidiary and the
Administrative Agent, for the benefit of the Lenders, hereby agree as
follows:

    


    1.           The
New Subsidiary hereby acknowledges, agrees and confirms that, by its execution
of this Agreement, the New Subsidiary will be deemed to be a "Loan Guarantor"
for all purposes of the Credit Agreement and shall have all of the obligations
of a Loan Guarantor thereunder as if it had executed the Credit
Agreement.  The New Subsidiary hereby agrees to be bound by all of the
guaranty obligations set forth in Article X of the Credit
Agreement.  Without limiting the generality of the foregoing terms of
this paragraph 1, the New Subsidiary, subject to the limitations set forth in
Section 10.08 of the Credit Agreement, hereby guarantees, jointly and severally
with any other Loan Guarantor, to the Administrative Agent and the Lenders, as
provided in Article X of the Credit Agreement, the prompt payment and
performance of the Guaranteed Obligations in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in
accordance with the terms thereof and agrees that if any of the Guaranteed
Obligations are not paid or performed in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise), the New
Subsidiary will, jointly and severally together with any other Loan Guarantor,
promptly pay and perform the same, without any demand or notice whatsoever, and
that in the case of any extension of time of payment or renewal of any of the
Guaranteed Obligations, the same will be promptly paid in full when due (whether
at extended maturity, as a mandatory prepayment, by acceleration or otherwise)
in accordance with the terms of such extension or renewal.

    


    2.           If
required, the New Subsidiary is, simultaneously with the execution of this
Agreement, executing and delivering such other documents and instruments as
requested by the Administrative Agent in accordance with the Credit
Agreement.

    


    3.           The
address of the New Subsidiary for purposes of Section 9.01 of the Credit
Agreement is as follows:

    


    _______________________________________

    _______________________________________

    _______________________________________

    _______________________________________

    


    4.           The
New Subsidiary hereby waives acceptance by the Administrative Agent and the
Lenders of the guaranty by the New Subsidiary upon the execution of this
Agreement by the New Subsidiary.

     

     

    
      [Signature Page to Three-Year
Amendment]


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.           This
Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute
one and the same instrument.

    


    6.           THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

    


    IN WITNESS WHEREOF, the New Subsidiary
has caused this Agreement to be duly executed by its authorized officer, and the
Administrative Agent, for the benefit of the Lenders, has caused the same to be
accepted by its authorized officer, as of the day and year first above
written.

     

     

    
       

      
        	 	[NEW
      SUBSIDIARY]	 
	 	 	 	 	 
	 	 	 	 	 
	
                 

              	By:
      	 	 
	 	Name:	 	 
	 	Title: 	 	 
	 	 	 	 	 


      

      
         

         

         

        
          	 	Acknowledged
      and accepted:	 
	 	 	 
	 	JPMORGAN
      CHASE BANK, N.A., as Administrative Agent	 
	 	 	 	 	 
	 	 	 	 	 
	
                   

                	By:
      	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 	 


        

      

       

       

       

       



    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    Annex
2

    to
Amendment

    


    Supplement to Schedule
3.01

    


    


    MATERIAL
SUBSIDIARIES

     

     

    STANDARD
& POOR’S FINANCIAL SERVICES LLC