Exhibit 4.2


 


 


 


 


SUPPLEMENTAL
INDENTURE NO. 2


 


SUPPLEMENTAL INDENTURE
NO. 2 (this “Supplemental Indenture No. 2”), dated as of December 1, 2021, between IHS Markit Ltd., a Bermuda exempted company
limited by shares (the “Company”), and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association,
as trustee (the “Trustee”).


 


W I T N E S S
E T H 


 


WHEREAS,
the Company and the guarantors listed therein have heretofore executed and delivered to the Trustee an indenture, dated as of February
9, 2017 (the “Base Indenture”), as supplemented by the Supplemental Indenture No.1, dated as of July 13, 2017, among the
Company, the guarantors listed therein and the Trustee (together with the Base Indenture, the “Indenture”), providing for
the issuance of the Company’s 4.750% Senior Notes due 2025 (the “Notes”);


 


WHEREAS,
on June 25, 2018, the Company filed a Current Report on Form 8-K, which announced, among other things, that in connection with the Company’s
entry into a new credit agreement, and the termination of the Credit Agreement, each guarantor under the Notes was released from its
guarantee pursuant to the terms of the Indenture;


 


WHEREAS,
$800,000,000 in aggregate principal amount of the Notes is currently outstanding;


 


WHEREAS,
subject to certain exceptions, Section 9.02 of the Indenture provides, among other things, that the Indenture may be amended with the
consent of holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a
tender offer or exchange offer for the Notes);


 


WHEREAS,
on November 29, 2020, the Company and S&P Global, Inc., a New York Corporation (“S&P Global”), entered into an agreement
and plan of merger, as may be amended from time to time, pursuant to which, among other things, Sapphire Subsidiary, Ltd., a Bermuda
exempted company limited by shares and a wholly owned subsidiary of S&P Global, will merge with and into the Company, with the Company
surviving the merger as a wholly owned subsidiary of S&P Global (the “Merger”);


 


WHEREAS,
in connection with the Merger, S&P Global Market Intelligence, Inc., a Delaware corporation and a wholly owned subsidiary of S&P
Global (“Market Intelligence”), has issued an Offering Memorandum and Consent Solicitation Statement, dated November 16,
2021 (the “Offering Memorandum”), pursuant to which Market Intelligence has (i) offered to exchange (the “Exchange
Offer”) the Notes for new 4.750% Senior Notes due 2025 issued by S&P Global (the “Exchange Notes”) and cash and
(ii) solicited consents (the “Consent Solicitation”), on behalf of the Company, from certain holders of the Notes to amend
the Indenture as set forth in Article I hereof;


 


WHEREAS,
the Company requests the Trustee to join with it in the execution and delivery of this Supplemental Indenture No. 2, and, in accordance
with Section 9.05 of the


 




     


     


    

Indenture, the Company
has (i) received and delivered to the Trustee evidence of the consent of the holders of at least a majority in aggregate principal amount
of the Notes outstanding, which consents have not been withdrawn, to the execution and delivery of this Supplemental Indenture No. 2
pursuant to the Exchange Offer and the Consent Solicitation and (ii) delivered to the Trustee simultaneously with the execution and delivery
of this Supplemental Indenture No. 2 an Officer’s Certificate and an Opinion of Counsel relating to this Supplemental Indenture
No. 2; and


 


WHEREAS,
all requirements necessary to make this Supplemental Indenture No. 2 a valid, binding and enforceable instrument in accordance with its
terms have been met and performed, and the execution and delivery of this Supplemental Indenture No. 2 has been duly authorized in all
respects.


 


NOW, THEREFORE,
in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the
Company and the Trustee mutually covenant and agree for the benefit of each other and for the equal and ratable benefit of the holders
of the Notes as follows:


 


ARTICLE
I



AMENDMENTS TO INDENTURE AND NOTES


 


SECTION 1.1AMENDMENTS
TO ARTICLES FOUR, FIVE AND SIX OF THE INDENTURE.


 


(a)       The
Base Indenture is hereby amended by deleting the following Sections of the Base Indenture and all references and definitions related
solely thereto in their entirety:


 


		•	Section 4.03 (Taxes);



 


		•	Section 4.06 (SEC Reports);



 


		•	Section 4.08 (Limitation on Liens);



 


		•	Section 4.09 (Future Guarantors);



 


		•	Section 4.10 (Offer to Repurchase
                                            upon Change of Control);



 


		•	Section 4.11 (Sale/Leaseback Transactions);
                                            and



 


		•	Section 5.01 (Merger, Consolidation
                                            or Sale of All or Substantially All Assets).



 


All such deleted
Sections are replaced with “[Intentionally Omitted].”


 


(b)       Clauses
(3), (4), (5), (6), (7), (8), (9) and (10) of Section 6.01(a) (Events of Default) of the Base Indenture are hereby deleted in their entirety
and replaced with “[Intentionally Omitted],” and all references in the Indenture to the clauses so eliminated are deleted
in their entirety.


 




     


     


    

SECTION 1.2AMENDMENTS
TO NOTES. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Supplemental
Indenture No. 2.


 


ARTICLE
II



MISCELLANEOUS PROVISIONS


 


SECTION 2.1CAPITALIZED
TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


SECTION 2.2INDENTURE.
Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full
force and effect. This Supplemental Indenture No. 2 shall form a part of the Indenture for all purposes, and every holder of Notes heretofore
or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read
together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture
No. 2 shall control.


 


SECTION 2.3GOVERNING
LAW. THIS SUPPLEMENTAL INDENTURE NO. 2 WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 2.4CONSENT
TO JURISDICTION. Any legal suit, action or proceeding arising out of or based upon this Supplemental Indenture No. 2 or the transactions
contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located
in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the City of New York
(collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts
in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any
applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit,
action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of
venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead
or claim any such suit, action or other proceeding has been brought in an inconvenient forum.


 


SECTION 2.5WAIVER
OF JURY TRIAL. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE NO. 2 OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


SECTION 2.6SUCCESSORS.
All agreements of the Company in this Supplemental Indenture No. 2 shall bind its successors. All agreements of the Trustee in this Supplemental
Indenture No. 2 shall bind its successors.


 




     


     


    

SECTION 2.7COUNTERPARTS.
The parties may sign any number of copies of this Supplemental Indenture No. 2. Each signed copy shall be an original, but all of them
together represent the same agreement. The exchange of copies of this Supplemental Indenture No. 2 and of signature pages by facsimile
or electronic document format (e.g., “.pdf” or “.tif”) transmission shall constitute effective execution and
delivery of this Supplemental Indenture No. 2 as to the parties hereto and may be used in lieu of the original Supplemental Indenture
No. 2 for all purposes.


 


The words “execution,” “signed,”
“signature,” and words of like import in this Supplemental Indenture No. 2 or any agreement entered into in connection herewith
shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the
case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act (e.g. DocuSign).


 


This Supplemental Indenture No. 2 shall
be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by
means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature
permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions
Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature
Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature,
shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party
hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual
signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity
or authenticity thereof. This Supplemental Indenture No. 2 may be executed in any number of counterparts, each of which shall be deemed
to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original
manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the
character or intended character of the writings.


 


SECTION 2.8SEVERABILITY.
In case any provision in this Supplemental Indenture No. 2 shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 2.9THE
TRUSTEE. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture No. 2 and agrees to perform its
duties under the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions
defining the rights and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner
define its rights and limit its liabilities and responsibilities in the performance of its duties under the Indenture as hereby amended.
All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee
shall be applicable in respect of this Supplemental Indenture No. 2 as


 




     


     


    

fully and with like
force and effect as though fully set forth in full herein. The Trustee makes no representation as to and shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture No. 2, the Merger, the Exchange
Offer, the Exchange Notes, the Consent Solicitation, any document used in connection with the Exchange Offer or the Consent Solicitation,
or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company, and the Trustee assumes
no responsibility for the same.


 


SECTION 2.10EFFECTIVENESS.
The provisions of this Supplemental Indenture No. 2 shall be effective and binding upon execution and delivery of this instrument by
the parties hereto. Notwithstanding the foregoing sentence, the amendments set forth in Article I of this Supplemental Indenture No.
2 shall become operative only upon the consummation and settlement of the Exchange Offer and the Consent Solicitation in accordance with
the terms and conditions set forth in the Offering Memorandum, including the condition that the Merger shall have been consummated. The
Company shall notify the Trustee in writing promptly after the Exchange Offer and the Consent Solicitation is consummated or after the
Company shall determine that the Exchange Offer and the Consent Solicitation will not be consummated. The Company, by providing written
notice to the Trustee of the consummation of the Exchange Offer and the Consent Solicitation, hereby represents, warrants, and certifies
to the Trustee that the holders of at least a majority in aggregate principal amount of the Notes outstanding have provided consents
to the execution of this Supplemental Indenture No. 2.


 


SECTION 2.11HEADINGS.
The headings of the Sections of this Supplemental Indenture No. 2 have been inserted for convenience of reference only, are not to be
considered a part of this Supplemental Indenture No. 2 and shall in no way modify or restrict any of the terms or provisions hereof.


 




     


     


    

IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture No. 2 to be duly executed and delivered, all as of the date first above written.


 


 


 


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


 





	 	 	 	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Linda Lopez	 
	 	 	 	 	Name:	Linda Lopez	 
	 	 	 	 	Title:	Assistant Vice President	 
	 	 	 	 	 	 	 





 


 


 


[SIGNATURE PAGE
TO SUPPLEMENTAL INDENTURE NO. 2]