JOINDER
AGREEMENT

    


    


    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.

    


    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:

    


    1221
Avenue of the Americas

    New York,
New York  10020

    Attention:  Elizabeth
O’Melia

    Vice
President and Treasurer

    


    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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2

    
 

    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.

    
       

       

      
        	 	STANDARD
      & POOR’S FINANCIAL SERVICES LLC	 
	 	 	 	 	 
	 	 	 	 	 
	
                 

              	By:
      	/s/ Elizabeth
      O’Melia	 
	 	 	Name: 
      	Elizabeth
      O’Melia 	 
	 	 	Title: 
      	Senior Vice
      President and Treasurer	 
	 	 	 	 	 


      

       

       

       

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

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


      



    


     

    


     

    


    


    


    


    


    [Joinder Signature Page to Three-Year
Credit Agreement]