1 CREDIT AGREEMENTCredit Agreement • February 19th, 1997 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York
EXHIBIT 99.3 AMENDMENT TO RIGHTS AGREEMENT This Amendment to Rights Agreement (this "Amendment"), dated as of February 1, 2005, by and between The McGraw- Hill Companies, Inc., a New York corporation (the "Company"), and The Bank of New York ("BONY"),...Rights Agreement • February 3rd, 2005 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York
EXHIBIT 10.1 THE McGRAW-HILL COMPANIES, INC. 364-DAY CREDIT AGREEMENTCredit Agreement • August 21st, 2000 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York
EXCHANGE AGREEMENT BY AND AMONGExchange Agreement • October 29th, 1996 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York
Exhibit 10 ==================================================================== ============ THE McGRAW-HILL COMPANIES, INC. 364-DAY CREDIT AGREEMENTCredit Agreement • August 17th, 2001 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York
andRights Agreement • August 3rd, 1998 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2023 • S&P Global Inc. • Services-consumer credit reporting, collection agencies • New York
This REGISTRATION RIGHTS AGREEMENT dated September 12, 2023 (this “Agreement”) is entered into by and among S&P Global Inc., a New York corporation (the “Company”), Standard & Poor’s Financial Services LLC, a Delaware limited liability company (the “Guarantor”), as guarantor, and BofA Securities, Inc. and Citigroup Global Markets Inc. (together, the “Representatives”) as representatives of the several initial purchasers named in Schedule I of the Purchase Agreement (the “Initial Purchasers”).
BETWEENStock Purchase Agreement • June 30th, 2000 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • Illinois
EXHIBIT 99.5 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of July 27, 2005 (this "Amendment"), to the Rights Agreement (the "Rights Agreement"), dated as of July 19, 1998, between The McGraw-Hill Companies, Inc. (the "Company") and The Bank of...Rights Agreement • August 3rd, 2005 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2022 • S&P Global Inc. • Services-consumer credit reporting, collection agencies • New York
This REGISTRATION RIGHTS AGREEMENT dated March 2, 2022 (this “Agreement”) is entered into by and among S&P Global Inc., a New York corporation (the “Company”), Standard & Poor’s Financial Services LLC, a Delaware limited liability company (the “Guarantor”), as guarantor, and Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. (each, a “Dealer Manager” and collectively, the “Dealer Managers”).
Settlement AgreementSettlement Agreement • February 13th, 2015 • McGraw Hill Financial Inc • Services-consumer credit reporting, collection agencies
This Settlement Agreement (“Agreement”) is entered into between, on the one hand, the United States, acting through the United States Department of Justice (“DOJ”), and the States of Arizona, Arkansas, California, Connecticut, Colorado, Delaware, Idaho, Illinois, Indiana, Iowa, Maine, Mississippi, Missouri, New Jersey, North Carolina, Pennsylvania, South Carolina, Tennessee, and Washington, and the District of Columbia, acting through their respective Attorneys General (each of the District of Columbia and the states set forth above referred to individually as “State” and collectively as “the States”), and, on the other hand, McGraw Hill Financial, Inc. (formerly known as The McGraw-Hill Companies, Inc.) and Standard & Poor’s Financial Services LLC (collectively “Defendants”). The United States, the States, and Defendants are collectively referred to herein as “the Parties.”
FIVE-YEAR CREDIT AGREEMENT dated as of June 30, 2017Credit Agreement • February 10th, 2020 • S&P Global Inc. • Services-consumer credit reporting, collection agencies • New York
THE McGRAW-HILL COMPANIES, INC. 364-DAY CREDIT AGREEMENT dated as of September 12, 2008 JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. as Syndication Agent DEUTSCHE BANK SECURITIES INC. THE BANK OF TOKYO- MITSUBISHI UFJ, LTD....364-Day Credit Agreement • September 16th, 2008 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York
364-DAY CREDIT AGREEMENT dated as of September 12, 2008, among THE McGRAW-HILL COMPANIES, INC. (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (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 capacity, the “Documentation Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
S&P GLOBAL INC.Restricted Stock Unit Award Agreement • April 25th, 2024 • S&P Global Inc. • Services-consumer credit reporting, collection agencies • New York
S&P Global Inc., a New York corporation (“S&P Global” or the “Company”), has awarded to the employee named below (the “Participant” or “you”) the number of Restricted Stock Units (the “Units”) specified and on the terms set forth below (the “Award”). Your Units are granted pursuant to the Company’s 2019 Stock Incentive Plan, as amended and restated (the “Plan”), and are subject to all of the terms and conditions set forth in the Plan, the grant notice section (the “Grant Notice”) of this Restricted Stock Unit Award Agreement (the “Award Agreement”) and the Terms and Conditions section of the Award Agreement, including the S&P Global Agreements for the Protection of Company Interests (“Attachment A”) and any special terms and conditions applicable to the Participant’s country of residence or employment (“Attachment B”). Capitalized terms not expressly defined in this Award Agreement shall have the meanings set forth in the Plan.
S&P GLOBAL INC.Performance Share Unit Award Agreement • April 25th, 2024 • S&P Global Inc. • Services-consumer credit reporting, collection agencies • New York
S&P Global Inc., a New York corporation (“S&P Global” or the “Company”), has awarded to the employee named below (the “Participant” or “you”) the number of Performance Share Units (the “Units”) specified and on the terms set forth below (the “Award”). The Units were granted pursuant to the Company’s 2019 Stock Incentive Plan, as amended and restated (the “Plan”), and are subject to all of the terms and conditions set forth in the Plan, the grant notice section (the “Grant Notice”) of this Performance Share Unit Award Agreement (the “Award Agreement”) and the Terms and Conditions section of this Award Agreement, including the S&P Global Agreements for the Protection of Company Interests (“Attachment A”) and any special terms and conditions applicable to the Participant’s country of residence or employment (“Attachment B”). Capitalized terms not expressly defined in this Award Agreement shall have the meanings set forth in the Plan.
TERMS AND CONDITIONS OF 2021 RESTRICTED STOCK UNIT AWARDRestricted Stock Unit Award • April 29th, 2021 • S&P Global Inc. • Services-consumer credit reporting, collection agencies
This Restricted Stock Unit Award is made and entered into as of the award date set forth on the Award Agreement cover page attached hereto (the “Award Date”) by and between S&P Global Inc., a New York corporation (together with its divisions, subsidiaries and affiliates, “S&P Global” or the “Company”), the employee named on the Award Agreement cover page (the “Employee”) and, as required by applicable local law, any local subsidiary or affiliate of S&P Global that legally employs the Employee.
THE McGRAW-HILL COMPANIES, INC. THREE-YEAR CREDIT AGREEMENT dated as of September 12, 2008 JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. as Syndication Agent DEUTSCHE BANK SECURITIES INC. THE BANK OF TOKYO-MITSUBISHI UFJ,...Credit Agreement • September 16th, 2008 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York
THREE-YEAR CREDIT AGREEMENT dated as of September 12, 2008, among THE McGRAW-HILL COMPANIES, INC. (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (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 capacity, the “Documentation Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
JOINDER AGREEMENTJoinder Agreement • January 2nd, 2009 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York
THIS JOINDER AGREEMENT (this "Agreement"), dated as of January 1, 2009 is entered into between Standard & Poor’s Financial Services LLC, a Delaware limited liability company (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 has been amended by the First Amendment dated the date hereof and 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.
FIRST AMENDMENTCredit Agreement • March 20th, 2013 • McGraw-Hill Companies Inc • Services-consumer credit reporting, collection agencies • New York
FIRST AMENDMENT, dated as of January 11, 2012 (this “Amendment”), to the Three-Year Credit Agreement, dated as of July 30, 2010 (the “Credit Agreement”), among THE McGRAW-HILL COMPANIES, INC. ( the “Borrower”), STANDARD & POOR’S FINANCIAL SERVICES LLC, as a Loan Guarantor (the “Loan Guarantor”), the lenders from time to time parties thereto (the “Lenders”), the Syndication Agent and the Documentation Agents parties thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
THE McGRAW-HILL COMPANIES, INC. 364-DAY CREDIT AGREEMENT dated as of July 23, 2002 J.P. MORGAN SECURITIES INC., as Lead Arranger and Bookrunner, JPMORGAN CHASE BANK, as Administrative Agent, DEUTSCHE BANK SECURITIES INC., as Co- Syndication Agent, and...364-Day Credit Agreement • August 1st, 2002 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York
364-DAY CREDIT AGREEMENT dated as of July 23, 2002, among THE McGRAW-HILL COMPANIES, INC. (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (the “Lenders”) and JPMORGAN CHASE BANK (“JPMorgan Chase Bank”), as administrative agent (in such capacity, the “Administrative Agent”).
TERMS AND CONDITIONS OF 2022 RESTRICTED STOCK UNIT AWARDRestricted Stock Unit Award • August 3rd, 2022 • S&P Global Inc. • Services-consumer credit reporting, collection agencies • New York
This Restricted Stock Unit Award is made and entered into as of the award date set forth on the Award Agreement cover page attached hereto (the “Award Date”) by and between S&P Global Inc., a New York corporation (“S&P Global” or the “Company”) and the employee named on the Award Agreement cover page (the “Participant” or "you").
AGREEMENT AND PLAN OF MERGER by and among S&P GLOBAL INC., SAPPHIRE SUBSIDIARY, LTD., and IHS MARKIT LTD. dated as of November 29, 2020Merger Agreement • November 30th, 2020 • S&P Global Inc. • Services-consumer credit reporting, collection agencies • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 29, 2020 (this “Agreement”), is by and among S&P GLOBAL INC., a New York corporation (“Parent”), SAPPHIRE SUBSIDIARY, LTD., a Bermuda exempted company limited by shares and wholly-owned, direct subsidiary of Parent (“Merger Sub”), and IHS MARKIT LTD., a Bermuda exempted company limited by shares (the “Company”).
SECOND AMENDMENTCredit Agreement • March 20th, 2013 • McGraw-Hill Companies Inc • Services-consumer credit reporting, collection agencies • New York
SECOND AMENDMENT, dated as of November 2, 2012 (this “Second Amendment”), to the Three-Year Credit Agreement, dated as of July 30, 2010 (as amended prior to the date hereof, the “Credit Agreement”), among THE McGRAW-HILL COMPANIES, INC. ( the “Borrower”), STANDARD & POOR’S FINANCIAL SERVICES LLC, as a Loan Guarantor (the “Loan Guarantor”), the lenders from time to time parties thereto (the “Lenders”), the Syndication Agent and the Documentation Agents parties thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
TERMS AND CONDITIONS OFPerformance Share Unit Award • April 29th, 2021 • S&P Global Inc. • Services-consumer credit reporting, collection agencies
This Performance Share Unit Award is made and entered into as of the date set forth on the Award Agreement cover page attached hereto (the “Award Date”) by and between S&P Global Inc., a New York corporation (together with its divisions, subsidiaries and affiliates, “S&P Global” or the “Company”), the employee named on the Award Agreement cover page (the “Employee”) and, as required by applicable local law, any local subsidiary or affiliate of S&P Global that legally employs the Employee.
FOUR-YEAR CREDIT AGREEMENT dated as of June 19, 2013 among McGRAW HILL FINANCIAL, INC. as Borrower STANDARD & POOR’S FINANCIAL SERVICES LLC as a Loan Guarantor JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. as Syndication...Credit Agreement • June 20th, 2013 • McGraw Hill Financial Inc • Services-consumer credit reporting, collection agencies • New York
FOUR-YEAR CREDIT AGREEMENT dated as of June 19, 2013, among MCGRAW HILL FINANCIAL, INC. (the “Borrower”), STANDARD & POOR’S FINANCIAL SERVICES LLC (“S&P”) and the certain other subsidiaries of the Borrower parties hereto from time to time as Loan Guarantors (as defined herein), the several banks and other financial institutions from time to time parties hereto (the “Lenders”), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., MORGAN STANLEY MUFG LOAN PARNTERS, LLC, and THE ROYAL BANK OF SCOTLAND PLC, as documentation agents (in such capacity, the “Documentation Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
PURCHASE AND SALE AGREEMENT by and among THE MCGRAW-HILL COMPANIES, INC., MCGRAW-HILL EDUCATION LLC, the other SELLERS named herein, and MHE Acquisition, LLC, Dated as of November 26, 2012Purchase and Sale Agreement • November 26th, 2012 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 26, 2012, is by and among The McGraw-Hill Companies, Inc., a New York corporation (“Parent”), the entities set forth in Schedule I hereto (collectively and together with Parent, “Sellers” and each, a “Seller”), McGraw-Hill Education LLC, a Delaware limited liability company (“MH Education”) and MHE Acquisition, LLC, a Delaware limited liability company (“Purchaser”) (each of Purchaser and Sellers, a “Party” and collectively “Parties”).
The McGraw-Hill Companies, Inc. Debt Securities UNDERWRITING AGREEMENT STANDARD PROVISIONSUnderwriting Agreement • November 2nd, 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 2, 2007 (the “Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).
Amendment to Rights Agreement, dated as of July 27, 2005, by and between the Registrant and The Bank of New York, as Rights Agent, incorporated by reference from Form 8-A/A filed August 3, 2005Rights Agreement • October 28th, 2005 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing
FIRST AMENDMENTFive-Year Credit Agreement • July 29th, 2005 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York
FIRST AMENDMENT, dated as of July 5, 2005 (this “Amendment”), to the FIVE-YEAR CREDIT AGREEMENT dated as of July 20, 2004 (the “Credit Agreement”), among THE McGRAW-HILL COMPANIES, INC. (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO 364-DAY MCGRAW-HILL CREDIT AGREEMENT364-Day Credit Agreement • January 2nd, 2009 • McGraw-Hill Companies Inc • Books: publishing or publishing & printing • New York
FIRST AMENDMENT, dated as of January 1, 2009 (this “Amendment”), to the 364-Day 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”).
John L. Berisford S&P Global john.berisford@spglobal.com Re: Separation Agreement and Release Dear John,Separation Agreement and Release • October 28th, 2022 • S&P Global Inc. • Services-consumer credit reporting, collection agencies • New York
This Agreement and Release (“Agreement”) is between you and S&P Global Inc., including its subsidiaries, divisions and affiliates (collectively, “S&P Global” or the “Company”). Reference is made to the S&P Global Inc. Senior Executive Severance Plan (as amended and restated effective May 8, 2019) (the “Severance Plan”), and to the merger of S&P Global with IHS Markit (the “Merger”), which closed on February 28, 2022 (the “Closing Date”).
STOCK AND ASSET PURCHASE AGREEMENT*** Between MCGRAW HILL FINANCIAL, INC. and JEFFERSON BIDCO INC. Dated as of April 15, 2016Stock and Asset Purchase Agreement • July 28th, 2016 • S&P Global Inc. • Services-consumer credit reporting, collection agencies • New York
***Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
S&P Global Inc. Underwriting AgreementUnderwriting Agreement • May 17th, 2018 • S&P Global Inc. • Services-consumer credit reporting, collection agencies • New York
S&P Global Inc., a New York corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $500,000,000 principal amount of the 4.500% Senior Notes due 2048 (the “Securities”) of the Company. The Securities will be issued pursuant to a Base Indenture dated as of May 26, 2015 (the “Base Indenture”) and a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture” and, the Base Indenture as supplemented by the Fourth Supplemental Indenture, the “Indenture”) among the Company, Standard & Poor’s Financial Services LLC, a wholly-owned subsidiary of the Company (the “Guarantor”) and U.S. Bank National Association, as trustee (the “Trustee”) and will be guaranteed on an unsecured unsubordinated basis by the Guarantor (the “Guarantee”).
S&P GLOBAL INC. STANDARD & POOR’S FINANCIAL SERVICES LLC, as Guarantor 1.250% Senior Notes due 2030 2.300% Senior Notes due 2060 SIXTH SUPPLEMENTAL INDENTURE Dated as of August 13, 2020 to the Indenture Dated as of May 26, 2015 U.S. BANK NATIONAL...Senior Notes Indenture • August 13th, 2020 • S&P Global Inc. • Services-consumer credit reporting, collection agencies • New York
SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of August 13, 2020, among S&P GLOBAL INC., a New York corporation (the “Company”), having its principal executive offices at 55 Water Street, New York, New York 10041, STANDARD & POOR’S FINANCIAL SERVICES LLC, a Delaware limited liability company, as guarantor hereunder (the “Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
SECURITIES AND ASSET PURCHASE AGREEMENTSecurities and Asset Purchase Agreement • July 27th, 2023 • S&P Global Inc. • Services-consumer credit reporting, collection agencies
This ACKNOWLEDGEMENT AND AMENDMENT NO. 2, dated as of May 2, 2023 (this “Amendment”), amends the Securities and Asset Purchase Agreement, dated as of January 14, 2023, as amended by that certain Acknowledgment and Amendment No. 1, dated as of February 7, 2023 (the “Agreement”), by and between IHS MARKIT LTD, a Bermuda exempted company limited by shares (“Seller”), and ALLIUM BUYER LLC, a Delaware limited liability company (“Purchaser” and together with Seller, the “Parties” and each, individually, a “Party”). Capitalized terms used and not defined herein have the meanings ascribed to such terms in the Agreement.
