Exhibit
10.1


 


Execution
Version


 


 






 


 



 



  


FIRST AMENDMENT
TO CREDIT AGREEMENT



dated as of April 3, 2020


 


among


 


IHS MARKIT
LTD.,

as Borrower,


 


The Lenders
Party Hereto


 


and


 


PNC
BANK, National Association,

as Administrative Agent


 


 









 



 



 




     


     


    

FIRST
AMENDMENT TO CREDIT AGREEMENT


 


FIRST
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 3, 2020, by and among IHS MARKIT LTD.,
an exempted limited company incorporated in Bermuda (the “Borrower”), the Lenders party hereto and PNC BANK,
NATIONAL ASSOCIATION, as Administrative Agent.


 


RECITALS:


 


WHEREAS,
the Borrower, the Administrative Agent, and the Lenders party thereto have entered into the Credit Agreement dated as of September
13, 2019 (the “Agreement”); and


 


WHEREAS,
the Borrower has requested that the Agreement be amended as set forth herein, and the Borrower, the Administrative Agent and the
Lenders desire to amend the Agreement as set forth herein.


 


NOW,
THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows effective as of the date hereof unless otherwise indicated:


 


ARTICLE
1.



Definitions


 


Section
1.1.   Definitions.
Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Agreement,
as amended hereby.


 


ARTICLE
2.



Amendments


 


The
Agreement is hereby amended as follows:


 


Section
2.1.   Amendments
to Section 1.01 (Defined Terms). 


 


(a)  
The following definitions set forth in Section 1.01 of the Agreement are amended in
their respective entireties to read as follows:


 


“Applicable
Rate” means for any day (i) with respect to any ABR Loan, 0% or (ii) with respect to any Eurodollar Loan, 1.00%.


 


“Maturity
Date” means April 2, 2021.


 


(b)  
The following definitions are added to Section 1.01 of the Agreement in proper alphabetical
order:


 


“Effective
Yield” means, as to any Indebtedness, the effective yield applicable thereto calculated by the Administrative Agent
in consultation with the Borrower in a manner consistent with generally accepted financial practices, taking into account (a)
interest rate margins, (b) interest rate floors (subject to the proviso set forth below), (c) any amendment to the relevant interest
rate margins and interest rate floors prior to the applicable date of determination and (d) original issue discount and upfront
fees (based on an assumed one-year life to maturity or lesser remaining average life to maturity), but


 


 





FIRST AMENDMENT TO CREDIT AGREEMENT




     


     


    

excluding
(i) any advisory, arrangement, commitment, consent, structuring, success, underwriting, ticking, unused line fees, amendment fees
and/or any similar fees payable in connection therewith (regardless of whether any such fees are paid to or shared in whole or
in part with any lender) and (ii) any other fee that is not paid directly by the Borrower generally to all relevant lenders ratably
(or, if only one lender (or affiliated group of lenders) is providing such Indebtedness, are fees of the type not customarily
shared with lenders generally); provided, that with respect to any Indebtedness that includes a Eurodollar Rate floor or Alternate
Base Rate floor, that (A) to the extent that the Eurodollar Rate (for an Interest Period of three months) or the Alternate Base
Rate (in each case without giving effect to any floor specified in the definitions thereof on the date on which the Effective
Yield is being calculated) is less than such floor, the amount of such difference will be deemed added to the interest rate margin
applicable to such Indebtedness for purposes of calculating the Effective Yield and (B) to the extent that the Eurodollar Rate
(for an Interest Period of three months) or the Alternate Base Rate (in each case, without giving effect to any floor specified
in the definitions thereof) is greater than such floor, the floor will be disregarded in calculating the Effective Yield.


 


“First
Amendment Effective Date” means April 3, 2020.


 


“New
364-Day Loans” has the meaning assigned to such term in Section 2.13(c).


 


Section
2.2.   Amendment
to Section 2.13(c). Section 2.13(c) of the Agreement is amended in its entirety, which shall read as follows:


 


(c)  
MFN Adjustment. In the event that at any time after the First Amendment Effective
Date and prior to the Maturity Date (as defined as of the First Amendment Effective Date and, for the avoidance of doubt, without
given effect to any extensions of such date), the Borrower incurs new term loans that have a maturity of 364 days or less (the
“New 364-Day Loans”), the Effective Yield applicable to such New 364-Day Loans may not be higher than the Effective
Yield applicable to the Loans unless the Applicable Rate (and/or, as provided in the proviso below, the Alternate Base Rate floor
or Eurodollar Rate floor) with respect to the Loans is adjusted such that the Effective Yield on the Loans is not less than the
Effective Yield with respect to the New 364-Day Loans; provided that any increase in Effective Yield applicable to any
Loan due to the application or imposition of an Alternate Base Rate floor or Eurodollar Rate floor on any New 364-Day Loans may,
at the option of the Borrower, be effected through an increase in (or implementation of, as applicable) any Alternate Base Rate
floor or Eurodollar Rate floor applicable to such Loans.


 


ARTICLE
3.



Conditions Precedent


 


Section
3.1.   Conditions.
The effectiveness of Article 2 of this Amendment is subject to the satisfaction of the following conditions precedent:


 


(a)  
The Administrative Agent shall have received all of the following, each dated (unless otherwise
indicated) the date of this Amendment, in form and substance satisfactory to the Administrative Agent:


 


(i)   
Amendment. The Administrative Agent (or its counsel) shall have received from each
party hereto either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to
the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment)
that such party has signed a counterpart of this Amendment.


 




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(ii)    
Legal Opinion. The Administrative Agent shall have received customary written opinions
(addressed to the Administrative Agent and the Lenders, dated as of the date hereof and otherwise in form and substance reasonably
satisfactory to the Administrative Agent) of counsel to the Borrower.


 


(iii)  
Corporate Authorization Documents. The Administrative Agent shall have received (i)
a certificate of the Borrower, dated as of the date hereof and executed by a secretary, assistant secretary or other Responsible
Officer thereof, which shall (A) certify that attached thereto are (x) a true and complete copy of the certificate of incorporation
and memorandum of association of the Borrower, which certificate of incorporation and memorandum of association have not been
amended (except as attached thereto) since the date reflected thereon, (y) a true and correct copy of the bye-laws of the Borrower
which are in full force and effect, and (z) a true and complete copy of the minutes, resolutions or written consent, as applicable,
of its board of directors authorizing the execution and delivery of the Loan Documents, which minutes, resolutions or consent
have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify
by name and title and bear the signatures of the officers, directors or other authorized signatories of the Borrower authorized
to sign the Loan Documents and (ii) a good standing certificate (or equivalent certificate to the extent available and customary)
for the Borrower from the relevant authority of its jurisdiction of organization, dated as of a recent date.


 


(iv)   
KYC Information. The Administrative Agent shall have received all documentation and
other information at least three days prior to the date hereof necessary to enable the Administrative Agent and the Lenders to
identify the Borrower to the extent required for compliance with the Patriot Act or other “know your customer” and
anti-money laundering rules and regulations, in each case, to the extent all such documentation and other information is requested
at least ten Business Days prior to the date hereof.


 


(v)  
Fees. The Lenders and the Administrative Agent shall have received, or substantially
simultaneously with the date hereof shall receive, all fees and expenses required to be paid and due on or before the date hereof
for which invoices have been presented at least three Business Days prior to the date hereof.


 


(b)  
All proceedings taken in connection with the transactions contemplated by this Amendment
and all documentation and other legal matters incident thereto shall be satisfactory to the Administrative Agent and its legal
counsel.


 


ARTICLE
4.



Ratifications, Representations and Warranties


 


Section
4.1.   Ratifications.
The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth
in the Agreement and except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement
and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. The Borrower, the Administrative
Agent, and the Lenders party hereto agree that the Agreement as amended hereby and the other Loan Documents shall continue to
be legal, valid, binding and enforceable in accordance with their respective terms. The Borrower agrees that the obligations,
indebtedness and liabilities of the Borrower arising under this Amendment are “Loan Obligations” as defined in the
Agreement. For all matters arising prior to the First Amendment Effective Date (including, without limitation, the accrual and
payment of interest and fees and compliance with financial covenants), the terms of the Agreement (as unmodified by this Amendment)
shall control and are hereby ratified and confirmed.


 




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Section
4.2.   Representations
and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows: 


 


(a)  
at the time of and immediately after giving effect to this Amendment, no Default exists;



 


(b)  
both immediately before and after giving effect to this Amendment, the representations and
warranties set forth in the Loan Documents are true and correct in all material respects (or, in the case of any representation
and warranty qualified by materiality, in all respects) on and as of the date hereof with the same effect as though made on and
as of such date except with respect to any representations and warranties that specifically relate to any earlier date in which
case such representations and warranties shall have been true and correct in all material respects as of such earlier date (or,
in the case of any representation and warranty qualified by materiality, in all respects as of such earlier date); and


 


(c)  
the execution, delivery and performance of this Amendment have been duly authorized by all
necessary action on the part of the Borrower and do not and will not: (1) violate any provision of law applicable to the
Borrower or the charter or bye-laws of the Borrower or any order of any Governmental Authority, in each case, except as could
not reasonably be expected to result in a Material Adverse Effect; (2) violate or result in a default under any material
contractual obligation binding upon the Borrower or any of its assets, except where such violation or default could not reasonably
be expected to result in a Material Adverse Effect or (3) result in the creation or imposition of any Lien upon any of the
assets of the Borrower. 


 


ARTICLE
5.



Miscellaneous


 


Section
5.1.   Survival
of Representations and Warranties. All representations and warranties made in this Amendment or any other Loan Document shall
survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by the Administrative
Agent or any Lender or any closing shall affect the representations and warranties or the right of the Administrative Agent or
any Lender to rely upon them.


 


Section
5.2.   Reference
to Agreement. Each of the Loan Documents, including the Agreement and any and all other agreements, documents, or instruments
now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Agreement as amended hereby,
are hereby amended so that any reference in such Loan Documents to the Agreement shall mean a reference to the Agreement as amended
hereby.


 


Section
5.3.   Expenses
of Administrative Agent. As provided in the Agreement, the Borrower agrees to pay on demand all costs and expenses incurred
by the Administrative Agent in connection with the preparation, negotiation, and execution of this Amendment and the other Loan
Documents executed pursuant hereto, including without limitation, the costs and fees of the Administrative Agent’s legal
counsel.


 


Section
5.4.   Severability.
Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate
the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.


 


Section
5.5.   Continuing
Effect. Except as expressly amended, waived or modified hereby, the Loan Documents shall continue to be and shall remain in
full force and effect in accordance with their 


 




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respective
terms. This Amendment shall not constitute an amendment, waiver or modification of any provision of any Loan Document not expressly
referred to herein and shall not be construed as an amendment, waiver or modification of any action on the part of the Borrower
that would require an amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated herein,
or be construed to indicate the willingness of the Administrative Agent or the Lenders to further amend, waive or modify any provision
of any Loan Document amended, waived or modified hereby for any other period, circumstance or event. Except as expressly modified
by this Amendment, the Agreement and the other Loan Documents are ratified and confirmed and are, and shall continue to be, in
full force and effect in accordance with their respective terms. Except as expressly set forth herein, each Lender and the Administrative
Agent reserves all of its rights, remedies, powers and privileges under the Agreement, the other Loan Documents, applicable law
and/or equity. Nothing in this Amendment shall be deemed to be a novation of any obligations under the Agreement or any other
Loan Document.


 


Section
5.6.   Applicable
Law. This Amendment shall be governed by and construed in accordance with the applicable law pertaining in the State of New
York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing
law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General Obligations
Law of the State of New York, as amended (as and to the extent applicable), and other applicable law.


 


Section
5.7.   Counterparts.
This Amendment may be executed in one or more counterparts and on telecopied or other electronically reproduced counterparts,
each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic
communication shall be effective as delivery of an original executed counterpart of this Amendment.


 


Section
5.8.   Headings.
The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.


 


Section
5.9.   Entire Agreement.
This Amendment and all other instruments, documents, and agreements executed and delivered in connection with this Amendment embody
the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations
and understandings, whether written or oral, relating to this Amendment, and may not be contradicted or varied by evidence of
prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among
the parties hereto. This Amendment shall be deemed to be a Loan Document for all purposes in connection with the Agreement and
the other Loan Documents.


 


[Remainder
of Page Intentionally Left Blank]


 




    5 


     


    

Executed
as of the date first written above.


 


	 	Borrower:
	 	 	 	 	 
	 	IHS MARKIT LTD.
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Jonathan Gear	 
	 	 	Name:	Jonathan Gear	 
	 	 	Title:	Executive Vice President and Chief Financial Officer	 


 


 


[Signature
Page to First Amendment to Credit Agreement]


 




     


     


    

	 	Agent and Lender:
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION
	 	as Administrative Agent and as Lender
	 	 
	 	 
	 	By:	/s/ Karl Thomasma	 
	 	 	Name:	Karl Thomasma	 
	 	 	Title:	Senior Vice President	 


 


 


[Signature
Page to First Amendment to Credit Agreement]