Exhibit 4.2


 





McGRAW HILL FINANCIAL, INC.


 


STANDARD & POOR’S FINANCIAL
SERVICES LLC

as Guarantor


 


4.000% Senior Notes due 2025


 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of May 26, 2015


 


to the Indenture Dated as of May 26,
2015


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee




    	 



    	 



    

TABLE OF CONTENTS 


 



 





Article
1

Definitions


 


	Section 1.01. Certain Terms Defined in the Indenture; Additional Terms.	2


 


Article
2

Form and Terms of the Notes


 


	Section 2.01. Form and Dating.	6
	Section 2.02. Paying Agent; Depository.	7
	Section 2.03. Registration, Transfer and Exchange.	7
	Section 2.04. Restrictions on Transfer and Exchange.	9
	Section 2.05. Temporary Offshore Global Notes.	11
	Section 2.06. Terms of the Notes.	12
	Section 2.07. Optional Redemption.	13
	Section 2.08. Offer to Repurchase Upon A Change of Control Triggering Event.	14
	 
	
        Article
3 

        Miscellaneous 

	 
	Section 3.01. Trust Indenture Act Controls.	15
	Section 3.02. Governing Law.	16
	Section 3.03. Payment of Notes.	16
	Section 3.04. Multiple Counterparts.	16
	Section 3.05. Severability.	16
	Section 3.06. Relation to Indenture.	16
	Section 3.07. Ratification.	16
	Section 3.08. Effectiveness.	16
	Section 3.09. Trustee Not Responsible for Recitals or Issuance of Securities.	16


EXHIBITS


 





	EXHIBIT A	Form of Note
	EXHIBIT B	Restricted Legend
	EXHIBIT C	DTC Legend
	EXHIBIT D	Regulation S Certificate
	EXHIBIT E	Rule 144A Certificate
	EXHIBIT F	Certificate of Beneficl Ownership
	EXHIBIT G	Temporary Offshore Global Note Legend






















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FIRST SUPPLEMENTAL INDENTURE


 


FIRST SUPPLEMENTAL INDENTURE (this
“First Supplemental Indenture”), dated as of May 26, 2015, among McGRAW HILL FINANCIAL, 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, and U.S.
BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Company, the Guarantor and
the Trustee executed and delivered an Indenture, dated as of May 26, 2015 (the “Indenture”), to provide for
the issuance by the Company from time to time of Securities to be issued in one or more series as provided in the Indenture;


 


WHEREAS, the issuance and sale of $700,000,000
aggregate principal amount of a new series of the Securities of the Company designated as its 4.000% Senior Notes due 2025 and,
if and when issued, any Additional Notes, together with any Exchange Notes issued therefor, as provided herein (the “Notes”),
to be fully and unconditionally guaranteed by the Guarantor, have been authorized by resolutions adopted by the Board of Directors
of the Company and the board of directors of the Guarantor;


 


WHEREAS, the Company desires to issue and
sell $700,000,000 aggregate principal amount of the Notes on the date hereof, to be fully and unconditionally guaranteed by the
Guarantor in accordance with Article 12 of the Indenture;


 


WHEREAS, Sections 2.01 and 10.01 of the
Indenture provide that the Company, when authorized by a Board Resolution, and the Trustee may amend or supplement the Indenture
to provide for the issuance of and to establish the form or terms and conditions of Securities of any series as permitted by the
Indenture;


 


WHEREAS, the Company desires to establish
the form, terms and conditions of the Notes; and


 


WHEREAS, all things necessary to make this
First Supplemental Indenture a legal, valid and binding supplement to the Indenture according to its terms and the terms of the
Indenture have been done;


 


NOW, THEREFORE, for and in consideration
of the premises and the purchase of the Notes by the Holders thereof, the Company, the Guarantor and the Trustee mutually covenant
and agree, for the equal and proportionate benefit of all Holders of the Notes, as follows:


 




    	 



    	 



    

Article
1

Definitions


 


Section 1.01. Certain Terms Defined in
the Indenture; Additional Terms.


 


(a)For purposes of this First Supplemental
Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture, as
amended hereby.


 


(b)The following capitalized terms
used herein shall be defined accordingly:


 


“Additional Interest”
means additional interest owed to the Holders pursuant to a Registration Rights Agreement.


 


“Agent Member” means
a member of, or a participant in, the Depository.


 


“Additional Notes” shall
have the meaning set forth in ‎Section 2.06(b).


 


“Below Investment Grade Rating
Event” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the
date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following
public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes
is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment
Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect
of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition
of Change of Control Triggering Event hereunder) if the Rating Agencies making the reduction in rating to which this definition
would otherwise apply do not announce or publicly confirm or inform the Trustee or the Company in writing at the Trustee’s
or the Company’s request that the reduction was the result, in whole or in part, of any event or circumstances comprised
of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control
shall have occurred at the time of the Below Investment Grade Rating Event).


 


“Certificated Note” means
a Note in registered individual certificated form without interest coupons.


 


“Certificate of Beneficial Ownership”
means a certificate substantially in the form of Exhibit F.


 


“Change of Control” means
the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or
assets of the Company and its Subsidiaries taken as a whole to any person (as defined in the Indenture, and in addition as that
term is used in Section 13(d)(3) and Section 14(d)(2) of the Exchange Act) or group of related persons for purposes of Section
13(d) of the Exchange Act other than the Company or one of its Subsidiaries; (2) the approval by the holders


 




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of the Company’s common stock of any
plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions
hereof); or (3) the consummation of any transaction or series of related transactions (including, without limitation, any merger
or consolidation) the result of which is that any person becomes the beneficial owner, directly or indirectly, of more than 50%
of the then outstanding number of shares of the Company’s Voting Stock.


 


“Change of Control Offer”
has the meaning set forth in ‎Section 2.08(a) hereof.


 


“Change of Control Payment”
has the meaning set forth in ‎Section 2.08(a) hereof.


 


“Change of Control Payment Date”
has the meaning set forth in ‎Section 2.08(b)(iii) hereof.


 


“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.


 


“Comparable Treasury Issue”
means the U.S. treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining
term (the “Remaining Life”) of the Notes to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.


 


“Comparable Treasury Price”
means, with respect to any Optional Redemption Date, (1) the average of five Reference Treasury Dealer Quotations for such Optional
Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment
Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“DTC Legend” means the
legend set forth in Exhibit C.


 


“Exchange Notes” means
the Notes of the Company issued pursuant to the Indenture in exchange for, and in an aggregate principal amount equal to, the Initial
Notes, in compliance with the terms of the Registration Rights Agreement and containing terms substantially identical to the Initial
Notes (except that (i) such Exchange Notes will be registered under the Securities Act and will not be subject to transfer restrictions
or bear the Restricted Legend, and (ii) the provisions relating to rights under the Registration Rights Agreement will be eliminated).


 


“Exchange Offer” means
an offer by the Company to the Holders of the Initial Notes to exchange outstanding Notes for Exchange Notes, as provided for in
a Registration Rights Agreement.


 


“Fitch” means Fitch Ratings
Ltd.


 


“Global Note” means a
Note in registered global form without interest coupons.


 


“Independent Investment Banker”
means either Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated or Mizuho
Securities USA


 




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Inc. as specified by the Company, or if these
firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national
standing appointed by the Company, in the Company’s sole discretion.


 


“Initial Additional Notes”
means Additional Notes issued in an offering not registered under the Securities Act and any Notes issued in replacement thereof,
but not including any Exchange Notes issued in exchange therefor.


 


“Initial Notes” means
the Notes issued on the Issue Date and any Notes issued in replacement thereof, but not including any Exchange Notes issued in
exchange therefor.


 


“Initial Purchasers”
means the initial purchasers party to a Purchase Agreement dated May 20, 2015 with the Company and the Guarantor relating to the
sale of the Notes by the Company.


 


“interest”, in respect
of the Notes, unless the context otherwise requires, refers to interest and Additional Interest, if any.


 


“Investment Grade Rating”
means a rating equal to or higher than BBB- (or the equivalent) by Fitch and the equivalent by any other Rating Agency.


 


“Issue Date” means the
date on which the Notes are originally issued under this Indenture.


 


“Offshore Global Note”
means a Global Note representing Notes issued and sold pursuant to Regulation S.


 


“Optional Redemption Date”
means any such date fixed for redemption pursuant to ‎Section 2.07(a) or ‎Section 2.07(b).


 


“Permanent Offshore Global Note”
means an Offshore Global Note that does not bear the Temporary Offshore Global Note Legend.


 


“Rating Agencies” means
(1) Fitch; (2) if Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside
of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section
3(a)(62) of the Exchange Act, selected by the Company (as certified by a resolution of the Company’s board of directors)
as a replacement agency for Fitch; and (3) at the Company’s option, any other “nationally recognized statistical rating
organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a resolution
of the Company’s board of directors) to rate the Notes.


 


“Redemption Price”, when
used with respect to any Security to be redeemed, means the price specified in the Security at which it is to be redeemed pursuant
to this Indenture.


 


“Reference Treasury Dealer”
means (1) any of Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated or
Mizuho Securities USA Inc. and their respective successors; provided, however, that if any of the foregoing shall
cease to


 




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be a primary U.S. government securities dealer
in New York City (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury
Dealer and (2) any three other Primary Treasury Dealers selected by the Company after consultation with the Independent Investment
Banker.


 


“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any Optional Redemption Date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New
York City time, on the third business day preceding such Optional Redemption Date.


 


“Registration Rights Agreement”
means (i) the Registration Rights Agreement dated as of May 26, 2015 between the Company, the Guarantor and the Initial Purchasers
party thereto with respect to the Initial Notes, and (ii) with respect to any Additional Notes, any registration rights agreements
between the Company, the Guarantor and the Initial Purchasers party thereto relating to rights given by the Company to the purchasers
of Additional Notes to register such Additional Notes or exchange them for Notes registered under the Securities Act.


 


“Regulation S” means
Regulation S under the Securities Act.


 


“Regulation S Certificate”
means a certificate substantially in the form of Exhibit D hereto.


 


“Restricted Legend” means
the legend set forth in Exhibit B.


 


“Restricted Period” means
the relevant 40-day distribution compliance period as defined in Regulation S.


 


“Rule 144A” means Rule
144A under the Securities Act.


 


“Rule 144A Certificate”
means (i) a certificate substantially in the form of Exhibit E hereto or (ii) a written certification addressed to the Company
and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for
its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such
account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as
applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule
144A, and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4)
or has determined not to request such information.


 


“Temporary Offshore Global Note”
means an Offshore Global Note that bears the Temporary Offshore Global Note Legend.


 


“Temporary Offshore Global Note
Legend” means the legend set forth in Exhibit G.


 


“Treasury Rate” means,
with respect to any Optional Redemption Date, (a) the yield, under the heading which represents the average for the immediately
preceding week, appearing


 




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in the most recently published statistical
release designated “H.15(519)” or any successor publication that is published weekly by the Board of Governors of the
Federal Reserve System and that establishes yields on actively traded U.S. treasury securities adjusted to constant maturity under
the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no
maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding
to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields
on a straight line basis, rounding to the nearest month); or (b) if such release (or any successor release) is not published during
the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Price for such Optional
Redemption Date.


 


“U.S. Global Note” means
a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A.


 


(c)As used in the Indenture, for purposes
of the Notes, the term “interest” shall be deemed to include any “Additional Interest” payable as
a consequence of a “Registration Default,” in each case as defined in, and in accordance with, the Registration Rights
Agreement.


 


Article
2

Form and Terms of the Notes


 


Section 2.01. Form and Dating. (a)
The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto.
The Notes shall be executed on behalf of the Company by any Officer and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these Officers on the Notes may be manual or facsimile The Notes may have notations, legends or endorsements
required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in
denominations of $2,000 and integral multiples of $1,000, in excess thereof.


 


The terms and notations contained in the
Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this First Supplemental Indenture
and the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such
terms and provisions and to be bound thereby.


 


(b)(i) Except as otherwise provided
in paragraph (c), ‎Section 2.04(b)(iii), ‎Section 2.04(b)(v), or ‎Section 2.04(c) or ‎Section 2.03(a)(iii), each
Initial Note or Additional Note (other than a Permanent Offshore Global Note) will bear the Restricted Legend.


 


(ii)Each Global Note, whether
or not an Initial Note or Additional Note or Exchange Note, will bear the DTC Legend.


 


(iii)Each Temporary Offshore
Global Note will bear the Temporary Offshore Global Note Legend.


 


(iv)Initial Notes and Additional
Notes offered and sold in reliance on Regulation S will be issued as provided in ‎Section 2.05(a).


 






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(v)Initial Notes and Additional
Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued,
and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the
form of Certificated Notes.


 


(c)(i) If the Company determines (upon
the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible
for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without compliance with any limits thereunder
and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or
a beneficial interest therein) are effected in compliance with the Securities Act,


 


(ii)after an Initial Note
or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to
the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange
Offer,


 


the Company may instruct the Trustee in an
Officers’ Certificate to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor
and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the
Trustee will comply with such instruction.


 


(d)By its acceptance of any Note bearing
the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest
therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and
in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with
this Indenture and such legend.


 


Section 2.02. Paying Agent; Depository.
(a) The Company appoints the Trustee as the initial agent of the Company for the payment of the principal of (and premium,
if any) and interest on the Notes, and the office of the Trustee located in the Borough of Manhattan, the City of New York, be
and hereby is, designated as the office or agency where the Notes may be presented for payment and where notices to or demands
upon the Company in respect of the Notes and the Indenture pursuant to which the Notes are to be issued may be served. The Company
may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office
through which the paying agent acts.


 


(b) The Depository shall initially be DTC
and any and all successors thereto appointed as Depository by the Company.


 


Section 2.03. Registration, Transfer
and Exchange. (a) Each Global Note will be registered in the name of the Depository or its nominee and, so long as DTC is serving
as the Depository thereof, will bear the DTC Legend.


 




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(i)Each Global Note will
be delivered to the Trustee as custodian for the Depository. Transfers of a Global Note (but not a beneficial interest therein)
will be limited to transfers thereof in whole, but not in part, to the Depository, its successors or their respective nominees,
except (y) as set forth in ‎(iii) of this ‎Section 2.03‎(a) and (z) transfers of portions thereof in the form of Certificated
Notes may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the
Trustee by or on behalf of the Depository in accordance with customary procedures of the Depository and in compliance with this
‎Section 2.03 and ‎Section 2.04.


 


(ii)Agent Members will have
no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, and the Depository may be
treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, the Depository or its nominee may grant proxies and otherwise
authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent
Member) to take any action which a Holder is entitled to take under this Indenture or the Notes, and nothing herein will impair,
as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a
holder of any security.


 


(iii)If (x) the Depository
notifies the Company that it is unwilling or unable to continue as Depository for a Global Note and a successor depositary is not
appointed by the Company within 90 days of such notice or (y) an Event of Default has occurred and is continuing and the Trustee
has received a written request from the Depository, the Trustee will promptly exchange each beneficial interest in the Global Note
for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered in the name
of the owner of such beneficial interest, as identified to the Trustee by the Depository, and thereupon the Global Note will be
deemed canceled. If such Note does not bear the Restricted Legend, then the Certificated Notes issued in exchange therefor will
not bear the Restricted Legend. If such Note bears the Restricted Legend, then the Certificated Notes issued in exchange therefor
will bear the Restricted Legend, provided that any Holder of any such Certificated Note issued in exchange for a beneficial
interest in a Temporary Offshore Global Note will have the right upon presentation to the Trustee of a duly completed Certificate
of Beneficial Ownership after the Restricted Period to exchange such Certificated Note for a Certificated Note of like tenor and
amount that does not bear the Restricted Legend, registered in the name of such Holder.


 


(b)Each Certificated Note will be registered
in the name of the Holder thereof or its nominee.


 


(c)(i) Global Note to Global Note.
If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee
will (y) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal
amount of such transfer or exchange and (z) record a like increase in the principal amount of the other Global Note. Any beneficial
interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note,
or


 




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exchanged for an interest in another Global
Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note
and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable
to beneficial interests in such other Global Note for as long as it remains such an interest.


 


(ii)Global Note to Certificated
Note. If a beneficial interest in a Global Note is transferred or exchanged for a Certificated Note, the Trustee will (y) record
a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) deliver
one or more new Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in
the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee
or owner, as applicable.


 


(iii)Certificated
Note to Global Note. If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee
will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal
amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal
amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations
having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered
in the name of the Holder thereof.


 


(iv)Certificated
Note to Certificated Note. If a Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will
(x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized
denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee
(in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name
of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount
of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations having
an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered
in the name of the Holder thereof.


 


Section 2.04. Restrictions on Transfer
and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance
with this ‎Section 2.04 and ‎Section 2.03 and, in the case of a Global Note (or a beneficial interest therein), the applicable
rules and procedures of the Depository. The Security Registrar shall refuse to register any requested transfer or exchange that
does not comply with the preceding sentence.


 


(b)Subject to paragraph (c) of this
‎Section 2.04, the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below
for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with
the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below.


 




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	A
	B
	C

	U.S. Global Note	U.S. Global Note	(i)
	U.S. Global Note	Offshore Global Note	(ii)
	U.S. Global Note	Certificated Note	(iii)
	Offshore Global Note	U.S. Global Note	(iv)
	Offshore Global Note	Offshore Global Note	(i)
	Offshore Global Note	Certificated Note	(v)
	Certificated Note	U.S. Global Note	(iv)
	Certificated Note	Offshore Global Note	(ii)
	Certificated Note	Certificated Note	(iii)


(i)No certification is required.


 


(ii)The Person requesting
the transfer or exchange must deliver or cause to be delivered to the Security Registrar a duly completed Regulation S Certificate;
provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the
Restricted Legend, then no certification is required.


 


(iii)The Person requesting
the transfer or exchange must deliver or cause to be delivered to the Trustee (y) a duly completed Rule 144A Certificate or (z)
a duly completed Regulation S Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Company
may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities
Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange
is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the
event that (y) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate
is delivered to the Security Registrar or (z) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer
or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.


 


(iv)The Person requesting
the transfer or exchange must deliver or cause to be delivered to the Security Registrar a duly completed Rule 144A Certificate.


 


(v)Notwithstanding anything
to the contrary contained herein, no such exchange is permitted if the requested exchange involves a beneficial interest in a Temporary
Offshore Global Note. If the requested transfer involves a beneficial interest in a Temporary Offshore Global Note, the Person
requesting the transfer must deliver or cause to be delivered to the Security Registrar a duly completed Rule 144A Certificate
or and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine
that the proposed transfer is being made in compliance with the Securities Act and any applicable securities laws of any state
of the United States. If the requested transfer or exchange involves a beneficial interest in a Permanent Offshore Global Note,
no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.


 






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(c)No certification is required in
connection with any transfer or exchange of any Note (or a beneficial interest therein):


 


(i)after such Note is eligible
for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information;
provided that the Company has provided the Trustee with an Officer’s Certificate to that effect, and the Company may
require from any Person requesting a transfer or exchange in reliance upon this clause (i) an opinion of counsel and any other
reasonable certifications and evidence in order to support such certificate; or


 


(ii)(y) sold pursuant to
an effective registration statement, pursuant to the Registration Rights Agreement or otherwise or (z) which is validly tendered
for exchange into an Exchange Note pursuant to an Exchange Offer.


 


Any Certificated Note delivered in reliance
upon this paragraph will not bear the Restricted Legend.


 


(d)The Trustee will retain copies of
all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial
interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice
to the Trustee.


 


(e)The Trustee shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants
or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof.


 


Section 2.05. Temporary Offshore Global
Notes. (a) Each Note originally sold by the Initial Purchasers in reliance upon Regulation S will be evidenced by one or more
Offshore Global Notes that bear the Temporary Offshore Global Note Legend.


 


(b)An owner of a beneficial interest
in a Temporary Offshore Global Note (or a Person acting on behalf of such an owner) may provide to the Trustee (and the Trustee
will accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood
that the Trustee will not accept any such certificate during the Restricted Period). Promptly after acceptance of a Certificate
of Beneficial Ownership with respect to such a beneficial interest, the Trustee will cause such beneficial interest to be exchanged
for an equivalent beneficial interest in a Permanent Offshore Global Note, and will (x) permanently reduce the principal amount
of such Temporary Offshore Global Note by the amount of such beneficial interest and (y) increase the principal amount of such
Permanent Offshore Global Note by the amount of such beneficial interest.


 




    	11



    	 



    

(c)Notwithstanding paragraph (b), if
after the Restricted Period any Initial Purchaser owns a beneficial interest in a Temporary Offshore Global Note, such Initial
Purchaser may, upon written request to the Trustee accompanied by a certification as to its status as an Initial Purchaser, exchange
such beneficial interest for an equivalent beneficial interest in a Permanent Offshore Global Note, and the Trustee will comply
with such request and will (x) permanently reduce the principal amount of such Temporary Offshore Global Note by the amount of
such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Note by the amount of such beneficial
interest.


 


(d)Notwithstanding anything to the
contrary contained herein, any owner of a beneficial interest in a Temporary Offshore Global Note shall not be entitled to receive
payment of principal or interest on such beneficial interest or other amounts in respect of such beneficial interest until such
beneficial interest is exchanged for an interest in a Permanent Offshore Global Note or transferred for an interest in another
Global Note or a Certificated Note.


 


Section 2.06. Terms of the Notes. The
following terms relating to the Notes are hereby established:


 


(a)Title. The Notes shall constitute
a series of Securities having the title “4.000% Senior Notes due 2025.”


 


(b)Principal Amount. The aggregate
principal amount of the Notes that may be initially authenticated and delivered under the Indenture shall be $700,000,000. The
Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional
Notes”) of a series having the same ranking and the same interest rate, maturity and other terms as the Notes including
any Exchange Notes issued in exchange for such Additional Notes, except for the issue date, the public offering price and, in some
cases, the first Interest Payment Date and interest accrual date, provided that no Event of Default with respect to the
Notes shall have occurred and be continuing, provided further that if any such Additional Notes are not fungible with the
Notes initially issued hereunder for U.S. federal income tax purposes, such Additional Notes shall have a separate CUSIP number.
Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant
Notes shall include the Additional Notes unless the context otherwise requires.


 


(c)Maturity Date. The entire
outstanding principal of the Notes shall be payable on June 15, 2025.


 


(d)Interest Rate. The rate at
which the Notes shall bear interest shall be 4.000% per annum; the date from which interest shall accrue on the Notes shall be
May 26, 2015, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates
for the Notes shall be June 15 and December 15 of each year, beginning December 15, 2015; the interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date, will be paid, in immediately available funds, to the Persons in whose
names the Notes (or one or more predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest, which shall be the June 1 or December 1, as the case may be, next preceding such Interest Payment Date (whether or not
a Business Day), provided, that interest payable at the Stated Maturity or upon redemption will be paid to the person to


 




    	12



    	 



    

whom principal is payable. Payment of principal
and interest on the Notes will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company
as may be designated for such purpose, in such currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts; provided, however, that each installment of interest and principal on the Notes
may at the Company’s option be paid in immediately available funds by transfer to an account maintained by the payee located
in the United States of America.


 


(e)Currency. The currency of
denomination of the Notes is United States Dollars. Payment of principal of and interest and premium, if any, on the Notes will
be made in United States Dollars.


 


Section 2.07. Optional Redemption. (a)
On or after March 15, 2025, the Company may redeem the Notes, at its option, at any time in whole, or from time to time in part,
at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to the
Optional Redemption Date.


 


(b)Prior to March 15, 2025, the Company
may redeem the Notes, at its option, at any time in whole, or from time to time in part, at a Redemption Price equal to the greater
of (1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed, exclusive of interest accrued to the Optional Redemption Date,
discounted to the Optional Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the applicable Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest to the Optional Redemption Date.


 


(c)The Treasury Rate shall be calculated
on the third Business Day preceding the Optional Redemption Date. The Company shall calculate the Redemption Price with respect
to the Notes in accordance with the terms and provisions of this Indenture.


 


(d)On and after the Optional Redemption
Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company
defaults in the payment of the redemption price. On or before the Redemption Date for the Notes, the Company will deposit with
a Paying Agent, or the Trustee, funds sufficient to pay the redemption price of and accrued and unpaid interest on the Notes to
be redeemed on such date. If less than all of the Notes are to be redeemed, the Trustee shall select, not more than 60 days prior
to the Optional Redemption Date the Notes or portions of the Notes to be redeemed by such method as the Trustee shall deem fair
and appropriate. The Trustee may select for redemption Notes and portions of Notes in amounts of $1,000 and integral multiples
of $1,000 in excess thereof, provided that the unredeemed portion of any Note to be redeemed in part will not be less than
$2,000, and shall thereafter promptly notify the Company in writing of the numbers of Notes to be redeemed, in whole or in part.


 


(e)Notice of redemption shall be given
by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Optional Redemption Date, to each
Holder of Notes to be redeemed, at his address appearing in the Security Register.


 




    	13



    	 



    

Section 2.08. Offer to Repurchase Upon
A Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company
has exercised its right to redeem all of the Notes pursuant to ‎Section 2.07 hereof, each Holder shall have the right to require
the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s
Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the Notes
at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest,
if any, to the date of purchase (the “Change of Control Payment”), pursuant to and in accordance with the offer
described in this ‎Section 2.08.


 


(b)Within 30 days following any Change
of Control Triggering Event, the Company shall send, by first class mail, a notice to each Holder of Notes, with a written copy
to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state:


 


(i)a description of the transaction
or transactions that constitute the Change of Control Triggering Event;


 


(ii)that the Change of Control
Offer is being made pursuant to this ‎Section 2.08 and that all Notes validly tendered will be accepted for payment;


 


(iii)that the Change of Control
Payment and the “Change of Control Payment Date”, which shall be a Business Day that is no earlier than 30 days
nor later than 60 days from the date such notice is mailed, other than as may be required by law;


 


(iv)that any Note not tendered
will continue to accrue interest;


 


(v)that any Note accepted
for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date unless
the Company shall default in the payment of the Change of Control Payment of the Securities and the only remaining right of the
Holder is to receive payment of the Change of Control Payment upon surrender of the Notes to the Paying Agent;


 


(vi)that Holders electing
to have a portion of a Note purchased pursuant to a Change of Control Offer may only elect to have such Note purchased in a principal
amount of $2,000 or integral multiples of $1,000 in excess thereof;


 


(vii)that if a Holder elects
to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender the Note, with the form entitled
“Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer,
to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the
Change of Control Payment Date;


 


(viii)that a Holder will
be entitled to withdraw its election if the Company receives, not later than the third Business Day preceding the Change of Control
Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of
Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such Note purchased;
and


 




    	14



    	 



    

(ix)that if Notes are purchased
only in part a new Note of the same type will be issued in a principal amount equal to the unpurchased portion of the Notes surrendered.


 


(c)On the Change of Control Payment
Date, the Company shall, to the extent lawful:


 


(i)accept for payment all
Notes or portions thereof properly tendered pursuant to the Change of Control Offer;


 


(ii)deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered; and


 


(iii)deliver or cause to
be delivered for cancellation to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by the Company.


 


(d)The Paying Agent shall promptly
mail to each Holder of Notes properly tendered the Change of Control Payment for the Notes, and the Trustee, upon receipt of a
Company Request, shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal
in principal amount to any unpurchased portion of any Notes surrendered by such Holder, if any; provided that each new Note
will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.


 


(e)The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event.
To the extent that the provisions of any securities laws or regulations conflict with this ‎Section 2.08, the Company will
comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this ‎Section
2.08 by virtue of such conflicts.


 


(f)Notwithstanding the foregoing, the
Company will not be required to make an offer to repurchase the Securities upon a Change of Control Triggering Event if a third
party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the
Company herein and such third party purchases all the Notes properly tendered and not withdrawn under its offer.


 


Article
3

Miscellaneous


 


Section 3.01. Trust Indenture Act Controls.
If any provision of this First Supplemental Indenture limits, qualifies or conflicts with another provision which is required
to be included in this First Supplemental Indenture by the Trust Indenture Act, the required provision shall control. If any provision
of this First Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or
excluded, the latter provision shall be deemed to apply to this First Supplemental Indenture as so modified or to be excluded,
as the case may be.


 




    	15



    	 



    

Section 3.02. Governing Law. This
First Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of
any other jurisdiction.


 


Section 3.03. Payment of Notes. Payments
in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the accounts
specified by the Holders of the Global Notes. With respect to Certificated Notes, the Company will make all payments through the
Paying Agent by mailing a check to each Holder’s registered address; provided, however, that payments may also be
made, in the case of a Holder of at least $1.0 million aggregate principal amount of Notes, by wire transfer to the account specified
by the Holder thereof.


 


Section 3.04. Multiple Counterparts.
The parties may sign multiple counterparts of this First Supplemental Indenture. Each signed counterpart shall be deemed an
original, but all of them together represent one and the same First Supplemental Indenture.


 


Section 3.05. Severability. Each
provision of this First Supplemental Indenture shall be considered separable and if for any reason any provision which is not essential
to the effectuation of the basic purpose of this First Supplemental Indenture or the Notes 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 and
a Holder shall have no claim therefor against any party hereto.


 


Section 3.06. Relation to Indenture.
This First Supplemental Indenture constitutes a part of the Indenture, the provisions of which (as modified by this First Supplemental
Indenture) shall apply to the series of Securities established by this First Supplemental Indenture but shall not modify, amend
or otherwise affect the Indenture insofar as it relates to any other series of Securities or modify, amend or otherwise affect
in any manner the terms and conditions of the Securities of any other series.


 


Section 3.07. Ratification. The Indenture,
as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed. The Indenture and
this First Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in
this First Supplemental Indenture supersede any conflicting provisions included in the Indenture unless not permitted by law. The
Trustee accepts the trusts created by the Indenture, as supplemented by this First Supplemental Indenture, and agrees to perform
the same upon the terms and conditions of the Indenture, as supplemented by this First Supplemental Indenture.


 


Section 3.08. Effectiveness. The
provisions of this First Supplemental Indenture shall become effective as of the date hereof.


 


Section 3.09. Trustee Not Responsible
for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s certificates
of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity or


 




    	16



    	 



    

sufficiency of this First Supplemental Indenture
or of the Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company
of Securities or the proceeds thereof.


 


This instrument may
be executed in any number of counterparts,

each of which so executed shall be deemed to be an original,

but all such counterparts shall together constitute one and the same instrument.


 


[remainder of page intentionally left
blank; signature pages follow]


 






    	17



    	 



    

  


IN WITNESS WHEREOF, the parties hereto have
caused this First Supplemental Indenture to be duly executed as of the date first above written.


 


	 	McGRAW HILL FINANCIAL, INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Elizabeth O'Melia	 
	 	 	Name:	 Elizabeth O'Melia	 
	 	 	Title:	 Treasurer and Senior Vice President	 
	 	 	 	 	 
	 	 	 	 	 


	 	STANDARD & POOR’S FINANCIAL SERVICES LLC, as Guarantor	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Edward J. Haran	 
	 	 	Name:	Edward J. Haran	 
	 	 	Title:	Vice President and Treasurer	 
	 	 	 	 	 
	 	 	 	 	 


	 	U.S. BANK NATIONAL ASSOCIATION,
 as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Steven V. Vaccarello	 
	 	 	Name:	Steven V. Vaccarello	 
	 	 	Title:	Vice President	 




    	 



    	 



    

EXHIBIT
A


 


[FORM OF 4.000% SENIOR NOTE DUE 2025]


 


McGraw
Hill Financial, Inc.


 


4.000% SENIOR NOTE DUE 2025


 


Fully and Unconditionally Guaranteed
by

Standard & Poor’s Financial Services LLC


 


Principal Amount: $_____


 


No._____


 


CUSIP: 580645AG41


U58028AA62


ISIN: US580645AG461


USU58028AA642


 


McGRAW HILL FINANCIAL, INC., a New York
corporation (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $_____
on June 15, 2025 (the “Maturity Date”) (except to the extent redeemed or repaid prior to the Maturity Date)
and to pay interest thereon from May 26, 2015 (the “Original Issue Date”) or from the most recent Interest Payment
Date to which interest has been paid or duly provided for semi-annually at the rate of 4.000% per annum, on June 15 and December
15 (each such date, an “Interest Payment Date”), commencing December 15, 2015, until the principal hereof is
paid or made available for payment. The rate of interest payable hereon is subject to adjustment as provided in the Indenture (as
defined below), but shall in no event be less than the rate stated above.


 


Payment of Interest. The interest
so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the Indenture,
be paid, in immediately available funds, to the Person in whose name this Note (or one or more predecessor securities) is registered
at the close of business on June 1 or December 1 (whether or not a Business Day, as defined in the Indenture), as the case may
be, next preceding such Interest Payment Date (the “Regular Record Date”). Any such interest not punctually
paid or duly


 





 



1
For Rule 144A Note(s).


 


2
For Regulation S Note(s).






 




    	A-1



    	 



    

provided for (“Defaulted Interest”)
will forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest, may be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date
(the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said Indenture.


 


Place of Payment. Payment of principal,
premium, if any, and interest on this Note will be made at the Corporate Trust Office of the Trustee or such other office or agency
of the Company as may be designated for such purpose, in such currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that each installment of interest, premium,
if any, and principal on this Note may at the Company’s option be paid in immediately available funds by transfer to an account
maintained by the payee located in the United States of America.


 


Time of Payment. In any case where
any Interest Payment Date, the Maturity Date or any date fixed for redemption or repayment of the Notes shall not be a Business
Day, then (notwithstanding any other provision of the Indenture or this Note), payment of principal or interest, if any, need not
be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest
Payment Date, the Maturity Date or the date so fixed for redemption or repayment, and no interest shall accrue in respect of the
delay.


 


General. This Note is one of a duly
authorized issue of Securities of the Company, issued and to be issued in one or more series under an indenture (the “Base
Indenture”), dated as of May 26, 2015, among the Company, Standard & Poor’s Financial Services LLC, as Guarantor,
and U.S. Bank National Association (herein called the “Trustee,” which term includes any successor Trustee under
the Indenture with respect to a series of which this Note is a part), as supplemented by a First Supplemental Indenture thereto,
dated as of May 26, 2015 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”),
among the Company, the Guarantor party thereto and the Trustee. Reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders
of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one
of a duly authorized series of Securities designated as “4.000% Senior Notes due 2025” (collectively, the “Notes”),
initially limited in aggregate principal amount to $700,000,000.


 




    	A-2



    	 



    

Further Issuance. The Company may
from time to time, without the consent of the Holders of the Notes, issue additional Securities (the “Additional Securities”)
of this series having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Securities
of this series and the Notes will constitute a single series under the Indenture and all references to the Notes shall include
the Additional Securities unless the context otherwise requires; provided that if any such Additional Securities are not
fungible with the Notes for U.S. federal income tax purposes, such Additional Securities shall have a separate CUSIP number.


 


Events of Default. If an Event of
Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared due and payable
in the manner and with the effect provided in the Indenture.


 


Sinking Fund. The Notes are not subject
to any sinking fund.


 


Redemption and Repurchase. The Notes
are subject to optional redemption, and may be the subject of an offer to purchase upon the occurrence of a Change of Control Triggering
Event, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to the Notes.


 


Restrictive Covenants. The Indenture
contains certain covenants that, among other things, limit the ability of the Company and its Subsidiaries to create liens or the
ability of the Company to consolidate, merge or sell, transfer or lease all or substantially all of its assets.


 


Defeasance and Covenant Defeasance.
The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b)
certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions
set forth therein, which provisions apply to this Note.


 


Modification and Waivers; Obligations
of the Company Absolute. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series. Such
amendment may be effected under the Indenture at any time by the Company, and the Trustee with the consent of the Holders of not
less than a majority in aggregate principal amount of the outstanding Notes of each series affected thereby. The Indenture also
contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities at the time
outstanding, on behalf of the Holders of all outstanding Securities, to waive compliance by the Company with certain provisions
of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority in aggregate principal
amount of the outstanding Securities of individual series to waive on behalf of all of the Holders of Securities of such individual
series certain past defaults under the Indenture


 




    	A-3



    	 



    

and their consequences. Any such consent or
waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Note.


 


No reference herein to the Indenture and
no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the time, place, and rate, and in the currency, herein prescribed.


 


Guarantee. This Note will be entitled
to the benefits of a Guarantee made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and obligations thereunder of the Guarantor, the Trustee and the Holders.


 


Registration Rights. The Note will
be entitled to the benefits of the Registration Rights Agreement, dated May 26, 2015, between the Company, the Guarantor and the
Initial Purchasers named therein, including the right to receive Additional Interest (as defined in the Registration Rights Agreement)
as and when set forth therein.1


 


No Recourse Against Others. No director,
officer, agent, employee, incorporator, stockholder, partner, member, or manager of the Company or the Guarantor shall have any
liability for any obligations of the Company or the Guarantor under any Notes, the Indenture or the Guarantee or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.


 


Limitation on Suits. As set forth
in, and subject to, the provisions of the Indenture, no Holder of any Note will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice
of a continuing Event of Default with respect to this series, the Holders of not less than 25% in principal amount of the outstanding
Notes shall have made written request, and offered indemnity satisfactory to the Trustee to institute such proceedings as Trustee,
and the Trustee shall not have received from the Holders of a majority in principal amount of the outstanding Notes a direction
inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that
such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of or interest
on this Note on or after the respective due dates expressed herein.


 





 


 






1
Include only for Initial Note or Additional Note.


 







 




    	A-4



    	 



    

Authorized Denominations. The Notes
are issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof.


 


Registration of Transfer or Exchange.
As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registrable
in the register of the Notes maintained by the Security Registrar upon surrender of this Note for registration of transfer, at
the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed
by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


As provided in the Indenture and subject
to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes
of different authorized denominations, as requested by the Holders surrendering the same.


 


No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment of this Note for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner
hereof for all purposes (except with respect to certain payments of Defaulted Interest), whether or not this Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


Defined Terms. All terms used in
this Note, which are defined in the Indenture and are not otherwise defined herein, shall have the meanings assigned to them in
the Indenture.


 


Governing Law. This Note shall be
governed by and construed in accordance with the laws of the State of New York.


 


Unless the certificate of authentication
hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.


 


[remainder of page intentionally left
blank]




    	A-5



    	 



    

IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed and its seal to be hereunto affixed and attested.


 


Dated: May 26, 2015


 


	 	McGRAW HILL FINANCIAL, INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 


	Attest:	 	 
	 	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 




    	A-6



    	 



    

TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture, as such is supplemented by the within-mentioned First Supplemental
Indenture.


 


Dated: May 26, 2015


 


	 	U.S. BANK NATIONAL ASSOCIATION,
 as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title: 	Authorized Signatory	 




    	A-7



    	 



    

ASSIGNMENT
FORM


 


I or we assign and transfer this Note to


 





 





 



(Print or type name, address and zip code of assignee or transferee)


 








 



(Insert Social Security or other identifying number of assignee or transferee)


 


and irrevocably appoint ______________________________________________
agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.


 


	Dated: ____________________	Signed: 
	 	 
	 	(Sign exactly as name appears on the other side of this Note)
	 	 
	Signature Guarantee: 	
	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)




    	A-8



    	 



    

[THE FOLLOWING PROVISION TO BE INCLUDED
ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]


 


In connection with any transfer of this
Note occurring prior to May 26, 2016, the undersigned confirms that such transfer is made without utilizing any general solicitation
or general advertising and further as follows:


 


Check One


 


☐    (1) This Note is being transferred
to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and
certification in the form of Exhibit F to the Indenture is being furnished herewith. 


 


☐   (2) This Note is being
transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended,
provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.


 


or


 


☐   (3) This Note is being
transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.


 


If none of the foregoing boxes is checked,
the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.


  


	Date:	 	 
	 	 	 


	 	 
	 	Seller
	 	 


	 	By	 












 





NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.




    	A-9



    	 



    

	Signature Guarantee:1	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


	 	By	 	 
	 	To be executed by an executive officer	 



 


 





 



1
Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Security Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by the Security
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 







 






    	A-10



    	 



    

  


[Attach to Global Note only]


 


SCHEDULE OF INCREASES AND DECREASES IN GLOBAL
NOTE


 


McGraw
Hill Financial, Inc.


 


4.000%
Senior Note due 2025


 


Fully and Unconditionally Guaranteed by

Standard & Poor’s Financial Services LLC


 


The initial principal amount of this Global
Note is $_____. The following increases or decreases in this Global Note have been made:


 


	
        Date
	
        Amount
        of decrease in Principal Amount of this Global Note
	
        Amount
        of increase in Principal Amount of this Global Note
	
        Principal
        Amount of this Global Note following such decrease or increase
	
        Signature
        of authorized signatory of Trustee or Note Custodian

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




    	A-11



    	 



    

EXHIBIT
B


 


[RESTRICTED LEGEND]


 


THIS NOTE AND THE RELATED GUARANTEE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF McGRAW HILL FINANCIAL, INC. (THE “COMPANY”)
THAT THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO
THE COMPANY, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),
TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A)
IN ACCORDANCE WITH RULE 144A, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER
THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS
AND AGREES THAT IT SHALL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER
IN ACCORDANCE WITH (2) OR (3) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH IS AN EXHIBIT TO THE INDENTURE)
MUST BE DELIVERED TO THE TRUSTEE EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE UNDER WHICH THIS NOTE WAS ISSUED. PRIOR TO THE REGISTRATION
OF ANY TRANSFER IN ACCORDANCE WITH (4) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS
OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


THE FOREGOING LEGEND MAY BE REMOVED FROM THIS
NOTE ONLY AT THE DIRECTION OF THE COMPANY.


 




    	B-1



    	 



    

EXHIBIT
C


 


[DTC LEGEND]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS
OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.


 




    	C-1



    	 



    

EXHIBIT
D


 


[REGULATION S CERTIFICATE]


 


_________, ____


 


U.S. Bank National Association, as Trustee

Steven V. Vaccarello

U.S. Bank Corporate Trust Services

100 Wall Street, 16th Floor

New York, NY 10005

Phone: (212) 951-8542

steven.vaccarello@usbank.com


 


		Re:	McGraw Hill Financial, Inc. 4.000% Senior Notes due 2025 (the “Notes”) issued under the Indenture as supplemented
by the First Supplemental Indenture (collectively, the “Indenture”), each dated as of May 26, 2015 relating
to the Notes



 


Ladies and Gentlemen:


 


Terms are used in this Certificate as used
in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
except as otherwise stated herein.


 


[CHECK A OR B AS APPLICABLE.]


 


		 ☐ A.	This Certificate relates
to our proposed transfer of $____ principal amount of Notes issued under the Indenture. We hereby certify as follows:



 


		1.	The offer and sale of the Notes was not and will not be made to a person in the United States (unless such person is excluded
from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting
is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in
Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens
abroad.



 


		2.	Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy
order was originated, the buyer was outside the United



 




    	D-1



    	 



    

States or we and any person
acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on
or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows
that the transaction was pre-arranged with a buyer in the United States.


 


		3.	Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the
United States with respect to the Notes.



 


		4.	The proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.



 


		5.	If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Notes, and the proposed
transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company
or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the
provisions of Rule 904(b) of Regulation S.



 


		☐ B.	This Certificate relates
to our proposed exchange of $____ principal amount of Notes issued under the Indenture for an equal principal amount of Notes
to be held by us. We hereby certify as follows:



 


		1.	At the time the offer and sale of the Notes was made to us, either (i) we were not in the United States or (ii) we were excluded
from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting
was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in
Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.



 


		2.	Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated,
we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore
securities market and we did not pre-arrange the transaction in the United States.



 




    	D-2



    	 



    

		3.	The proposed exchange of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.



 


You and the Company are entitled to rely
upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 





 


	 	Very truly yours,	 
	 	 	 	 
	 	[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	Address:	 	 


 


Date: ______________




    	D-3



    	 



    

EXHIBIT
E


 


[RULE 144A CERTIFICATE]


 


_________, ____


 


U.S. Bank National Association, as Trustee

Steven V. Vaccarello

U.S. Bank Corporate Trust Services

100 Wall Street, 16th Floor

New York, NY 10005

Phone: (212) 951-8542

steven.vaccarello@usbank.com


 


		Re:	McGraw Hill Financial, Inc. 4.000% Senior Notes due 2025 (the “Notes”) issued under the Indenture as supplemented
by the First Supplemental Indenture (collectively, the “Indenture”), each dated as of May 26, 2015 relating
to the Notes



 


Ladies and Gentlemen:


 


[TO BE COMPLETED BY PURCHASER IF (1)
ABOVE IS CHECKED]


 


This Certificate relates to:


 


[CHECK A OR B AS APPLICABLE.]


 


		☐  A.	Our proposed purchase
of $____ principal amount of Notes issued under the Indenture.



 


		☐  B.	Our proposed exchange
of $____ principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.



 


We and, if applicable, each account for
which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated
with us (or such accounts, if applicable), as of _________, 20__, which is a date on or since close of our most recent fiscal year.
We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A
(“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we
are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the
transfer of Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section
5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we


 




    	E-1



    	 



    

have received such information regarding the
Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.


 


You and the Company are entitled to rely
upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


  


	 	Very truly yours,
	 	 	 	 
	 	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	Address:	 	 


 


 


Date: _________________




    	E-2



    	 



    

EXHIBIT
F


 


[COMPLETE FORM I OR FORM II AS APPLICABLE.]



[FORM I]



Certificate of Beneficial Ownership


 


[U.S. Bank National Association, as Trustee

Steven V. Vaccarello

U.S. Bank Corporate Trust Services

100 Wall Street, 16th Floor

New York, NY 10005

Phone: (212) 951-8542

steven.vaccarello@usbank.com]


 


[or]


 


[Name of DTC Participant]


 


		Re:	McGraw Hill Financial, Inc. 4.000% Senior Notes due 2025 (the “Notes”) issued under the Indenture as supplemented
by the First Supplemental Indenture (collectively, the “Indenture”), each dated as of May 26, 2015 relating
to the Notes



 


Ladies and Gentlemen:


 


We are the beneficial owner of $____ principal
amount of Notes issued under the Indenture and represented by a Temporary Offshore Global Note (as defined in the Indenture).


 


We hereby certify as follows:


 


[CHECK A OR B AS APPLICABLE.]


 


		☐ A.	We are a non-U.S. person
(within the meaning of Regulation S under the Securities Act of 1933, as amended).



 


		☐ B.	We are a U.S. person
(within the meaning of Regulation S under the Securities Act of 1933, as amended) that purchased the Notes in a transaction that
did not require registration under the Securities Act of 1933, as amended.



 


You and the Company are entitled to rely
upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any


 




    	F-1



    	 



    

interested party in any administrative or
legal proceeding or official inquiry with respect to the matters covered hereby.


  


	 	Very truly yours,	 
	 	 	 
	 	[NAME OF BENEFICIAL OWNER]	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	Address:	 	 


 


Date: _________________


 





 





[FORM II]



Certificate of Beneficial Ownership


 


U.S. Bank National Association, as Trustee

Steven V. Vaccarello

U.S. Bank Corporate Trust Services

100 Wall Street, 16th Floor

New York, NY 10005

Phone: (212) 951-8542

steven.vaccarello@usbank.com


 


		Re:	McGraw Hill Financial, Inc. 4.000% Senior Notes due 2025 (the “Notes”) issued under the Indenture as supplemented
by the First Supplemental Indenture (collectively, the “Indenture”), each dated as of May 26, 2015 relating
to the Notes



 


Ladies and Gentlemen:


 


This is to certify that based solely on
certifications we have received in writing, by tested telex or by electronic transmission from Institutions appearing in our records
as persons being entitled to a portion of the principal amount of Notes represented by a Temporary Offshore Global Note issued
under the above-referenced Indenture, that as of the date hereof, $____ principal amount of Notes represented by the Temporary
Offshore Global Note being submitted herewith for exchange is beneficially owned by persons that are either (i) non-U.S. persons
(within the meaning of Regulation S under the Securities Act of 1933, as amended) or (ii) U.S. persons that purchased the Notes
in a transaction that did not require registration under the Securities Act of 1933, as amended.


 




    	F-2



    	 



    

We further certify that (i) we are not submitting
herewith for exchange any portion of such Temporary Offshore Global Note excepted in such certifications and (ii) as of the date
hereof we have not received any notification from any Institution to the effect that the statements made by such Institution with
respect to any portion of such Temporary Offshore Global Note submitted herewith for exchange are no longer true and cannot be
relied upon as of the date hereof.


 


You and the Company are entitled to rely
upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 





 


	 	Yours faithfully,	 
	 	 	 
	 	[Name of DTC Participant]	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	Address:	 	 


 


Date: _________________




    	F-3



    	 



    

EXHIBIT
G


 


[TEMPORARY OFFSHORE GLOBAL NOTE LEGEND]


 


THIS NOTE AND THE RELATED GUARANTEE HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.
THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, SUCH REGISTRATION AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION.


 


THIS NOTE IS A TEMPORARY OFFSHORE GLOBAL NOTE. PRIOR TO THE
EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1)
A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT. BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT OFFSHORE GLOBAL NOTE IN ACCORDANCE
WITH THE TERMS OF THE INDENTURE UNDER WHICH THE NOTES WERE ISSUED. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER
THE SECURITIES ACT.


 


NO BENEFICIAL OWNER OF THIS TEMPORARY OFFSHORE GLOBAL NOTE SHALL
BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNTIL SUCH BENEFICIAL INTEREST IS EXCHANGED OR TRANSFERRED FOR AN
INTEREST IN ANOTHER NOTE.


 


THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE AT THE DIRECTION
OF THE COMPANY AFTER 40 DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DATE ON WHICH THE NOTES ARE OFFERED TO
PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE
OF THE NOTES.


 






    	G-1