Exhibit 4.2


 










McGRAW HILL FINANCIAL, INC.


 


STANDARD & POOR’S FINANCIAL
SERVICES LLC

as Guarantor


 


2.500% Senior Notes due 2018

3.300% Senior Notes due 2020

4.400% Senior Notes due 2026


 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of August 18, 2015


 


to the Indenture Dated as of May 26,
2015


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 




     


     


    

TABLE OF CONTENTS





 



 


 




Page


 


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.	7
	Section 2.02 . Paying Agent; Depository.	8
	Section 2.03 . Registration, Transfer and Exchange.	8
	Section 2.04 . Restrictions on Transfer and Exchange.	10
	Section 2.05 . Temporary Offshore Global Notes.	12
	Section 2.06 . Terms of the Notes.	13
	Section 2.07 . Optional Redemption.	15
	Section 2.08 . Special Redemption.	16
	Section 2.09 . Offer to Repurchase Upon A Change of Control Triggering Event.	17




 


 


Article
3



Supplemental Indentures


 





	Section 3.01 . Supplemental Indentures Without Consent of Holders. 	19







 


Article
4



Miscellaneous


 





	Section 4.01 . Trust Indenture Act Controls.	19
	Section 4.02 . Governing Law.	19
	Section 4.03 . Payment of Notes.	19
	Section 4.04 . Multiple Counterparts.	19
	Section 4.05 . Severability.	19
	Section 4.06 . Relation to Indenture.	20
	Section 4.07 . Ratification.	20
	Section 4.08 . Effectiveness.	20
	Section 4.09 . Trustee Not Responsible for Recitals or Issuance of Securities.	20







 


	EXHIBITS	 
	 	 
	EXHIBIT A-1	Form of 2018 Note
	EXHIBIT A-2	Form of 2020 Note
	EXHIBIT A-3	Form of 2026 Note



 






    i


    


    




 


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




    ii


    


    

SECOND SUPPLEMENTAL INDENTURE


 


SECOND SUPPLEMENTAL INDENTURE (this
“Second Supplemental Indenture”), dated as of August 18, 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 have heretofore 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 $400,000,000
aggregate principal amount of a new series of the Securities of the Company designated as its 2.500% Senior Notes due 2018 and,
if and when issued, any Additional Notes of the same series, together with any Exchange Notes issued therefor, as provided herein
(the “2018 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 managers of the Guarantor; and the Company desires to issue and
sell $400,000,000 aggregate principal amount of the 2018 Notes on the date hereof, to be fully and unconditionally guaranteed by
the Guarantor in accordance with Article 12 of 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 3.300% Senior Notes due 2020 and,
if and when issued, any Additional Notes of the same series, together with any Exchange Notes issued therefor, as provided herein
(the “2020 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 managers of the Guarantor; and the Company desires to issue and
sell $700,000,000 aggregate principal amount of the 2020 Notes on the date hereof, to be fully and unconditionally guaranteed by
the Guarantor in accordance with Article 12 of the Indenture;


 


WHEREAS, the issuance and sale of $900,000,000
aggregate principal amount of a new series of the Securities of the Company designated as its 4.400% Senior Notes due 2026 and,
if and when issued, any Additional Notes of the same series, together with any Exchange Notes issued therefor, as provided herein
(the “2026 Notes”, and together with the 2018 Notes and the 2020 Notes, 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 managers of the Guarantor; and the Company desires to issue and sell $900,000,000 aggregate principal
amount of the 2026 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
Second 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 Second 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


 




    2


    


    

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 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.


 




    3


    


    

“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 any of Goldman, Sachs & Co., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc.
or Morgan Stanley & Co. LLC, 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 August 13, 2015 with the Company and the Guarantor relating to
the sale of the Notes by the Company.


 


“Investment Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, 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.


 


“Moody’s” means
Moody’s Investors Service, Inc.


 


“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).


 




    4


    


    

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


 


“Rating Agencies” means
(1) Moody’s and Fitch; (2) if Moody’s or 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 Moody’s or 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, Citigroup Global Markets Inc., Deutsche Bank Securities
Inc. or Morgan Stanley & Co. LLC and their respective successors; provided, however, that if any of the foregoing
shall cease to 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 August 18, 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.


 




    5


    


    

“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.


 


“SNL Financial Acquisition”
means the Company’s proposed acquisition of SNL Financial LC.


 


“SNL Financial Acquisition Agreement”
means the Agreement and Plan of Merger, dated as of July 24, 2015, among the Company, a wholly owned subsidiary of the Company,
SNL Financial LC, and Nightingale Partners III (AIV-C), L.P.


 


“Special Redemption Deadline”
means May 14, 2016, if and only if the SNL Financial Acquisition has not been completed on or before such date.


 


“Special Redemption Date”
means the 15th Business Day following the earlier to occur of (a) the Special Redemption Deadline, if any, and (b) the
date, if any, the SNL Financial Acquisition Agreement is terminated.


 


“Special Redemption Notice”
means a notice to Holders of Notes stating that the Notes shall be redeemed and specifying the Special Redemption Date and such
other information as required, to the extent applicable, by Section 3.04 of the Indenture.


 


“Special Redemption Price”
means a price equal to 101% of the aggregate principal amount of the Notes, in each case plus accrued and unpaid interest from
and including the date of initial issuance, or the most recent date to which interest has been paid, whichever is later, to but
excluding the Special Redemption Date.


 


“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 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


 




    6


    


    

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-1 (with respect to the 2018 Notes), Exhibit A-2 (with respect to the 2020 Notes) and Exhibit A-3 (with respect to the
2026 Notes) 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 Second Supplemental Indenture
and the Company, the Guarantor and the Trustee, by their execution and delivery of this Second 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).


 




    7


    


    

(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.


 


(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


 




    8


    


    

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 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


 




    9


    


    

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.


 




    10


    


    

	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.


 




    11


    


    

(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.


 




    12


    


    

(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 2018 Notes shall constitute a series of Securities having the title “2.500% Senior Notes due 2018.”
The 2020 Notes shall constitute a series of Securities having the title “3.300% Senior Notes due 2020.” The 2026 Notes
shall constitute a series of Securities having the title “4.400% Senior Notes due 2026.”


 



(b)  Principal Amount. The aggregate principal
amount of the 2018 Notes that may be initially authenticated and delivered under the Indenture shall be $400,000,000. The aggregate
principal amount of the 2020 Notes that may be initially authenticated and delivered under the Indenture shall be $700,000,000.
The aggregate principal amount of the 2026 Notes that may be initially authenticated and delivered under the Indenture shall be
$900,000,000. 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 of such series 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 of such series shall have occurred and be continuing, provided further
that if any such Additional Notes are not fungible with the Notes of such series initially issued hereunder for U.S. federal income
tax purposes, such Additional Notes shall have a separate CUSIP number. Any such Additional Notes and the existing Notes of such
series 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 2018 Notes shall be payable on August 15, 2018. The entire
outstanding principal of the 2020 Notes shall be payable on August 14, 2020. The entire outstanding principal of the 2026 Notes
shall be payable on February 15, 2026.


 


  
(d) 
Interest Rate.


 




    13


    


    

(i) 
The rate at which the 2018 Notes shall bear interest shall be 2.500% per annum; the date from which interest shall accrue
on the 2018 Notes shall be August 18, 2015, or the most recent Interest Payment Date to which interest has been paid or provided
for; the Interest Payment Dates for the 2018 Notes shall be February 15 and August 15 of each year, beginning February 15, 2016;
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 2018 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 February 1 or August 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 whom principal is payable. Payment of principal and interest on the 2018 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 2018 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.


 


(ii) 
The rate at which the 2020 Notes shall bear interest shall be 3.300% per annum; the date from which interest shall accrue
on the 2020 Notes shall be August 18, 2015, or the most recent Interest Payment Date to which interest has been paid or provided
for; the Interest Payment Dates for the 2020 Notes shall be February 14 and August 14 of each year, beginning February 14, 2016;
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 2020 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 January 31 or July 31, 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 whom principal is payable. Payment of principal and interest on the 2020 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 2020 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.


 


(iii) 
The rate at which the 2026 Notes shall bear interest shall be 4.400% per annum; the date from which interest shall accrue
on the 2026 Notes shall be August 18, 2015, or the most recent Interest Payment Date to which interest has been paid or provided
for; the Interest Payment Dates for the 2026 Notes shall be February 15 and August 15 of each year, beginning February 15, 2016;
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 2026 Notes (or one or more predecessor Securities) is registered at the close
of business on the Regular Record


 




    14


    


    

Date for such interest, which shall
be the February 1 or August 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 whom principal is payable. Payment
of principal and interest on the 2026 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 2026 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) Par Call.


 


(i) 
On or after July 14, 2020, the Company may redeem the 2020 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 2020 Notes to be redeemed, plus accrued and unpaid
interest to the Optional Redemption Date.


 


(ii) 
On or after November 15, 2025, the Company may redeem the 2026 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 2026 Notes to be redeemed, plus accrued and
unpaid interest to the Optional Redemption Date.


 



(b) 
Make-Whole Call.


 


(i) 
The Company may redeem the 2018 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 2018 Notes to be redeemed or (2) the sum of the present
values of the remaining scheduled payments of principal and interest on the 2018 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 25 basis points, plus, in each case, accrued and unpaid interest
to the Optional Redemption Date.


 


(ii) 
Prior to July 14, 2020, the Company may redeem the 2020 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 2020 Notes to be redeemed or (2)
the sum of the present values of the remaining scheduled payments of principal and interest on the 2020 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.


 




    15


    


    

(iii) 
Prior to November 15, 2025, the Company may redeem the 2026 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 2026 Notes to be redeemed
or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2026 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 35 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.


 


Section 2.08.
Special Redemption. (a) If, for any reason, the SNL Financial Acquisition is not consummated on or prior to the Special Redemption
Deadline or if the SNL Financial Acquisition Agreement is terminated prior to such Special Redemption Deadline, the Company shall
redeem all of the Outstanding Notes on the Special Redemption Date at the applicable Special Redemption Price.


 



(b) 
Section 3.02 of the Indenture shall not apply in connection with a Special Redemption pursuant to this Section 2.08.
The Special Redemption Notice shall be mailed, with a copy to the Trustee, promptly after the occurrence of the event triggering
such special redemption to each Holder of Notes at such Holder’s registered address. At the Company’s request, the
Special Redemption Notice may be given by the Trustee in the name and at the expense of the Company.


 



(c) 
If funds sufficient to pay the Special Redemption Price of all of the Notes to be redeemed on the Special Redemption Date
are deposited with a Paying Agent or the Trustee on or before such Special Redemption Date, on and after such Special Redemption
Date, the Notes


 




    16


    


    

shall cease to bear interest and, other than
the right to receive the Special Redemption Price, all rights under such Notes shall terminate.


 



(d) 
Notwithstanding anything to the contrary, the SNL Financial Acquisition Agreement may be amended and the form of the SNL
Financial Acquisition may be modified at any time, in each case, without the consent of any Holder of the Notes.


 


Section 2.09.
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-


 




    17


    


    

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


 


(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.


 




    18


    


    

Article
3

Supplemental Indentures


 


Section 3.01.
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board
Resolution, the Subsidiary Grantor and the Trustee (at the direction of the Company) at any time and from time to time, may enter
into one or more indentures supplemental hereto for any of the purposes set forth in Section 10.01 of the Indenture and, in addition
for the following purpose: to conform any provision of the Indenture, the Second Supplemental Indenture or the Notes to the “Description
of the notes” appearing in the Company’s offering memorandum dated August 13, 2015 pursuant to which the Notes were
originally sold.


 


Article
4

Miscellaneous


 


Section 4.01.
Trust Indenture Act Controls. If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Second Supplemental Indenture by the Trust Indenture Act, the required provision
shall control. If any provision of this Second 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 Second Supplemental Indenture as
so modified or to be excluded, as the case may be.


 


Section 4.02.
Governing Law. This Second 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 4.03.
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 4.04.
Multiple Counterparts. The parties may sign multiple counterparts of this Second Supplemental Indenture. Each signed counterpart
shall be deemed an original, but all of them together represent one and the same Second Supplemental Indenture.


 


Section 4.05.
Severability. Each provision of this Second 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 Second 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.


 




    19


    


    

Section 4.06.
Relation to Indenture. This Second Supplemental Indenture constitutes a part of the Indenture, the provisions of which (as
modified by this Second Supplemental Indenture) shall apply to the series of Securities established by this Second 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 4.07.
Ratification. The Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects ratified
and confirmed. The Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument.
All provisions included in this Second 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 Second Supplemental Indenture,
and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Second Supplemental Indenture.


 


Section 4.08.
Effectiveness. The provisions of this Second Supplemental Indenture shall become effective as of the date hereof.


 


Section 4.09.
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 sufficiency of
this Second 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]


 




    20


    


    

IN WITNESS WHEREOF, the parties hereto have
caused this Second 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: SR VP and Treasurer 	 
	 	 	 	 
	 	 	 	 


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


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




     


     


    

EXHIBIT
A-1


 


[FORM OF 2.500% SENIOR NOTE DUE 2018]


 


McGraw
Hill Financial, Inc.


 


2.500% SENIOR NOTE DUE 2018


 


Fully and Unconditionally Guaranteed
by

Standard & Poor’s Financial Services LLC


 


Principal Amount: $_____


 


No._____


 


CUSIP: 580645 AJ81





U58028 AB42 


ISIN: US580645AJ841





USU58028AB482


 


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 August 15, 2018 (the “Maturity Date”) (except to the extent redeemed or repaid prior to the Maturity Date)
and to pay interest thereon from August 18, 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 2.500% per annum, on February 15
and August 15 (each such date, an “Interest Payment Date”), commencing February 15, 2016, 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 February 1 or August 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-1-1


    


    

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 Second Supplemental Indenture thereto,
dated as of August 18, 2015 (the “Second 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 “2.500% Senior Notes due 2018”
(collectively, the “Notes”), initially limited in aggregate principal amount to $400,000,000.


 




    A-1-2


    


    

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 a special redemption or 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


 




    A-1-3


    


    

of Securities of such individual series certain
past defaults under the Indenture 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 August 18, 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.3


 


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


 


 





 






3 Include only for Initial Note
or Additional Note.


 









    A-1-4


    


    

enforcement of payment of the principal of
or interest on this Note on or after the respective due dates expressed herein.


 


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-1-5


    


    

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


 


Dated: August 18, 2015


 


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


	Attest:	 
	 	 
	By:	
   	 
	 	Name:	 
	 	Title:	 




    A-1-6


    


    

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 Second Supplemental
Indenture.


 


Dated: August 18, 2015


 


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




    A-1-7


    


    

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-1-8


    


    

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


 


In connection with any transfer of this
Note occurring prior to August 18, 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-1-9


    


    

	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-1-10


    


    

[Attach to Global Note only]


 


SCHEDULE OF INCREASES AND DECREASES IN GLOBAL
NOTE


 


McGraw
Hill Financial, Inc.


 


2.500%
SENIOR NOTE DUE 2018


 


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-1-11


    


    

EXHIBIT
A-2


 


[FORM OF 3.300% SENIOR NOTE DUE 2020]


 


McGraw
Hill Financial, Inc.


 


3.300% SENIOR NOTE DUE 2020


 


Fully and Unconditionally Guaranteed
by

Standard & Poor’s Financial Services LLC


 


Principal Amount: $_____


 


No._____


 


CUSIP: 580645 AK51





U58028 AC22





ISIN: US580645AK571





USU58028AC22


 


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 August 14, 2020 (the “Maturity Date”) (except to the extent redeemed or repaid prior to the Maturity Date)
and to pay interest thereon from August 18, 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 3.300% per annum, on February 14
and August 14 (each such date, an “Interest Payment Date”), commencing February 14, 2016, 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 January 31 or July 31 (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-2-1


    


    

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 Second Supplemental Indenture thereto,
dated as of August 18, 2015 (the “Second 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 “3.300% Senior Notes due 2020”
(collectively, the “Notes”), initially limited in aggregate principal amount to $700,000,000.


 




    A-2-2


    


    

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 a special redemption or 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


 




    A-2-3


    


    

of Securities of such individual series certain
past defaults under the Indenture 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 August 18, 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.3


 


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


 





 



3 Include only for Initial Note
or Additional Note.


 




    A-2-4


    


    

enforcement of payment of the principal of
or interest on this Note on or after the respective due dates expressed herein.


 


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-2-5


    


    

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


 


Dated: August 18, 2015


 


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


	Attest:	 
	 	 
	By:	
 	 
	 	Name:	 
	 	Title:	 




    A-2-6


    


    

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 Second Supplemental
Indenture.


 


Dated: August 18, 2015


 


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




    A-2-7


    


    

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-2-8


    


    

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


 


In connection with any transfer of this
Note occurring prior to August 18, 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-2-9


    


    




 


 








	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-2-10


    


    

[Attach to Global Note only]


 


SCHEDULE OF INCREASES AND DECREASES IN GLOBAL
NOTE


 


McGraw
Hill Financial, Inc.


 


3.300%
SENIOR NOTE DUE 2020


 


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-2-11


    


    

EXHIBIT
A-3


 


[FORM OF 4.400% SENIOR NOTE DUE 2026]


 


McGraw
Hill Financial, Inc.


 


4.400% SENIOR NOTE DUE 2026


 


Fully and Unconditionally Guaranteed
by

Standard & Poor’s Financial Services LLC


 


Principal Amount: $_____


 


No._____


 


CUSIP: 580645 AL31





U58028 AD02





ISIN: US580645AL311





USU58028AD042


 


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 February 15, 2026 (the “Maturity Date”) (except to the extent redeemed or repaid prior to the Maturity Date)
and to pay interest thereon from August 18, 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 4.400% per annum, on February 15
and August 15 (each such date, an “Interest Payment Date”), commencing February 15, 2016, 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 February 1 or August 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


 


 





 






1For Rule 144A Note(s).


 


2 For Regulation S Note(s).


 









    A-3-1


    


    

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 Second Supplemental Indenture thereto,
dated as of August 18, 2015 (the “Second 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 “4.400% Senior Notes due 2026”
(collectively, the “Notes”), initially limited in aggregate principal amount to $900,000,000.


 




    A-3-2


    


    

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 a special redemption or 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


 




    A-3-3


    


    

of Securities of such individual series certain
past defaults under the Indenture 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 August 18, 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.3


 


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


 


 





 






3 Include only for Initial Note
or Additional Note.


 









    A-3-4


    


    

enforcement of payment of the principal of
or interest on this Note on or after the respective due dates expressed herein.


 


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-3-5


    


    

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


 


Dated: August 18, 2015


 








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


	Attest:	 
	 	 
	By:	
 	 
	 	Name:	 
	 	Title:




 







    A-3-6


    


    

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 Second Supplemental
Indenture.


 


Dated: August 18, 2015


 





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





 




    A-3-7


    


    

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-3-8


    


    

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


 


In connection with any transfer of this
Note occurring prior to August 18, 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-3-9


    


    


 





	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-3-10


    


    

[Attach to Global Note only]


 


SCHEDULE OF INCREASES AND DECREASES IN GLOBAL
NOTE


 


McGraw
Hill Financial, Inc.


 


4.400%
SENIOR NOTE DUE 2026


 


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-3-11


    


    

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. [2.500%/3.300%/4.400%] Senior Notes due [2018/2020/2026] (the “Notes”) issued
under the Indenture dated as of May 26, 2015, as supplemented by the Second Supplemental Indenture (collectively, the “Indenture”),
dated as of August 18, 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



 




    D-1


     


    

buy order was originated, the buyer
was outside the United 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. [2.500%/3.300%/4.400%] Senior Notes due [2018/2020/2026] (the “Notes”) issued
under the Indenture dated as of May 26, 2015, as supplemented by the Second Supplemental Indenture (collectively, the “Indenture”),
dated as of August 18, 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


 




    E-1


     


    

Securities Act provided by Rule 144A. Prior
to the date of this Certificate we 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. [2.500%/3.300%/4.400%] Senior Notes due [2018/2020/2026] (the “Notes”) issued
under the Indenture dated as of May 26, 2015, as supplemented by the Second Supplemental Indenture (collectively, the “Indenture”),
dated as of August 18, 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


 




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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. [2.500%/3.300%/4.400%] Senior Notes due [2018/2020/2026] (the “Notes”) issued
under the Indenture dated as of May 26, 2015, as supplemented by the Second Supplemental Indenture (collectively, the “Indenture”),
dated as of August 18, 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.


 




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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: ______________



 




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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.


 






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