THE
McGRAW-HILL COMPANIES, INC.

    


    


    and

     

    THE
BANK OF NEW YORK MELLON,

     

    Trustee

    


    ________________________

     

    FIRST
SUPPLEMENTAL INDENTURE

    


    Dated
as of January 1, 2009

     

    to

     

    INDENTURE

     

    Dated
as of November 2, 2007

    ________________________

     

    
 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FIRST
SUPPLEMENTAL INDENTURE, dated as of January 1, 2009 (this “Supplemental Indenture”),
between The McGraw-Hill Companies, Inc., a New York corporation (the “Company”) having its principal
office at 1221 Avenue of the Americas, New York, New York 10020, and The Bank of
New York Mellon (formerly The Bank of New York), a New York banking corporation,
as trustee (the “Trustee”).

     

    WHEREAS,
the Company and the Trustee are parties to an Indenture, dated as of November 2,
2007 (the “Indenture”),
pursuant to which the Company issued $400,000,000 aggregate principal amount of
5.375% Senior Notes due 2012 (the “2012 Notes”), $400,000,000
aggregate principal amount of 5.900% Senior Notes due 2017 (the “2017 Notes”) and $400,000,000
aggregate principal amount of 6.550% Senior Notes due 2037 (the “2037 Notes” and, together with
the 2012 Notes and the 2017 Notes, the “Securities”);

     

    WHEREAS,
pursuant to Section 9.01(a)(2) of the Indenture, the Company and the Trustee may
add to the covenants of the Company contained in the Indenture for the benefit
of the Holders of the Securities without the consent of the Holders of any
Securities; and

     

    WHEREAS,
the execution and delivery of this Supplemental Indenture have been duly
authorized by the parties hereto, and all conditions and requirements necessary
to make this instrument a valid and binding agreement have been duly performed
and complied with.

     

    NOW,
THEREFORE, for and in consideration of the foregoing premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities, as follows:

     

     

    ARTICLE
I

     

    AMENDMENTS
TO INDENTURE

     

    
      
        SECTION
1.01.  (a)   The
Indenture shall be amended by adding the following definition, to be placed in
proper alphabetical order, to Section 1.01(b):

      

    

     

    “S&P Subsidiary” means
Standard & Poor’s Financial Services LLC, a Delaware limited liability
company and wholly-owned subsidiary of the Company.”

     

    (b)           The
Indenture shall be amended by adding a new Section 10.08 to read as
follows:

     

    “SECTION
10.08.  Subsidiary
Guarantee.

     

    (a)           Effective as of January 1, 2009, the
S&P Subsidiary shall without any further act unconditionally and irrevocably
guarantee payment in full to the Holders of the Securities, as and when the same
becomes due and payable, whether at maturity, by redemption, acceleration or
otherwise, of the principal of (and premium and additional amounts, if any) and
interest on the Securities.

     

    (b)           The S&P Subsidiary agrees that its
obligations hereunder shall be unconditional, irrespective of the validity or
enforceability of any provision of

     

    
      
        
        

      

      
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    the Indenture or the Securities, the
absence of any action to enforce the same, any waiver or consent of any Holder
of the Securities with respect to any provisions hereof, the recovery of any
judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor.

     

    (c)           The S&P Subsidiary’s obligations
hereunder are a guaranty of the due and punctual payment (and not merely
of collection) of the principal
of (and premium and additional amounts, if any) and interest on the Securities
by the S&P Subsidiary and shall remain in full force and effect until all
amounts have been validly, finally and irrevocably paid in full, and
shall not be affected in any way by any circumstance or condition whatsoever,
including without limitation (1) the absence of any action to obtain such
amounts from the Company, (2) any variation, extension, waiver, compromise
or release of any or all of the obligations of the Company under the Indenture
of the Securities or of any collateral security therefore or (3) any change
in the existence or structure of, or the bankruptcy or insolvency of, the
Company or by any other circumstance (other than by complete, irrevocable
payment) that might otherwise constitute a legal or equitable discharge or
defense of a guarantor or surety.  The S&P Subsidiary hereby
waives all requirements as to diligence, presentment, demand for payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands
whatsoever.

     

    (d)           In
the event of a default in payment of the principal of (and premium and
additional amounts, if any) or interest on the Securities, the Holders of such
Securities, may institute legal proceedings directly against the S&P Subsidiary to
enforce the S&P Subsidiary’s obligations hereunder without first
proceeding against the Company.

     

    (e)           The
payment to be made by the S&P Subsidiary in respect of its obligations
hereunder shall be made without set-off, counterclaim, reduction or diminution
of any kind or nature.

     

    (f)           The
S&P Subsidiary’s obligations hereunder shall remain in full force and effect
or shall be reinstated (as the case may be) if at any time any payment by the
Company of the principal of (and premium and additional amounts, if any) or
interest on the Securities, in whole or in part, is rescinded or must otherwise
be returned by the Holder upon the insolvency, bankruptcy or reorganization of
the Company or otherwise, all as though such payment had not been
made.

     

    (g)           The
Securities and the guarantee obligations of the S&P Subsidiary hereunder
shall be direct unsecured obligations of the Company and the S&P Subsidiary
and shall rank equally with the other unsecured and unsubordinated indebtedness
of the Company and the S&P Subsidiary, respectively.”

     

    
      
        
        

      

      
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    ARTICLE
II

     

    GENERAL
PROVISIONS

     

    SECTION
2.01.  The
Indenture Ratified.  Except as hereby
otherwise expressly provided, the Indenture is in all respects ratified and
confirmed, and all the terms, provisions, and conditions thereof shall be and
remain in full force and effect.

     

    SECTION
2.02.  Counterparts.  This
Supplemental Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.

     

    SECTION
2.03.  This
Supplemental Indenture is a Supplement to the Indenture.  This
Supplemental Indenture is executed as and shall constitute an indenture
supplemental to the Indenture and shall be construed in connection with and as
part of the Indenture.

     

    SECTION
2.04.  Governing Law.  THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.  EACH OF THE PARTIES HERETO
AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE.

     

    SECTION
2.05.  References to This
Supplemental Indenture.  Any and all
notices, requests, certificates and other instruments executed and delivered
after the execution and delivery of this Supplemental Indenture may refer to the
Indenture without making specific reference to this Supplemental Indenture, but
nevertheless all such references shall include this Supplemental Indenture
unless the context otherwise requires.

     

    SECTION
2.06.  Effect of This Supplemental
Indenture.  The Indenture
shall be deemed to be modified as herein provided, but except as modified
hereby, the Indenture shall continue in full force and effect.  The
Indenture as modified hereby shall be read, taken, and construed as one and the
same instrument.

     

    SECTION
2.07.  Severability.  Any provisions
of this Supplemental Indenture held to be invalid, illegal, or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality and unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof, and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

     

    SECTION
2.08.  Trust
Indenture Act.  If any
provisions hereof limit, qualify, or conflict with any provisions of the TIA
required under the TIA to be a part of and govern this Supplemental Indenture,
the provisions of the TIA shall control.  If any provision hereof
modifies or excludes any provision of the TIA that pursuant to the TIA may be so
modified or excluded, the provisions of the TIA as so modified or excluded
hereby shall apply.

     

    
      
        
        

      

      
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    SECTION
2.09.  Effectiveness.  This
Supplemental Indenture shall become effective upon execution by the Company and
the Trustee.

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, each of the parties hereto have caused this Supplemental
Indenture to be duly executed on its behalf by its duly authorized officer as of
the day and year first above written.

     

     

    
       

      
        	 	
                THE
      MCGRAW-HILL COMPANIES, INC.

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:   
      	/s/
      Robert J. Bahash	 
	 	Name:  
      	Robert
      J. Bahash	 
	 	Title: 
      	Executive Vice President and Chief Financial
      Officer	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                THE
      BANK OF NEW YORK MELLON

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Timothy Casey	 
	 	Name:	Timothy
      Casey	 
	 	Title:	Assistant Treasurer	 


      

       

       

      
        	Accepted
      and agreed to as of the date hereof:	 
	 	 	 	 
	
                STANDARD
      & POOR’S FINANCIAL SERVICES LLC

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


      

    

    


     

     

     

     

     

     

    
      [Signature
Page to the First Supplemental Indenture]