Adjustments for Leverage Ratio Calculation. EBITDA from prior Targets for periods prior to acquisitions $___________ Consolidated EBITDA for Leverage Ratio calculation $___________ EXHIBIT C TO IHS MARKIT LTD. CREDIT AGREEMENT INCREASED COMMITMENT SUPPLEMENT INCREASED COMMITMENT SUPPLEMENT This INCREASED COMMITMENT SUPPLEMENT (this “Supplement”) is dated as of ____________, ___ and entered into by and among IHS Markit Ltd. (the “Borrower”), each of the banks or other lending institutions which is a signatory hereto (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent for itself and the other lenders (in such capacity, together with its successors in such capacity, the “Agent”), and is made with reference to that certain Credit Agreement dated as of November 29, 2019, (as amended, the “Credit Agreement”), by and among the Borrower, certain lenders and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
Adjustments for Leverage Ratio Calculation. EBITDA from prior Targets for periods prior to acquisitions $___________ Consolidated EBITDA for Leverage Ratio calculation $___________ EXHIBIT C TO IHS MARKIT LTD. CREDIT AGREEMENT Borrowing Request EXHIBIT C, Cover Page BORROWING REQUEST ___________, __, ____ To: PNC Bank, National Association 0000 00xx Xx, Xxxxx 0000 Xxxxxx, XX 00000-0000 Attention: Xxxx Xxxxx Email: Xxxx.xxxxx@xxx.xxx and each Lender Ladies and Gentlemen: The undersigned, IHS Markit Ltd. (the “Borrower”), refers to the Credit Agreement (as amended, the “Credit Agreement”) dated as of September 13, 2019, among the Borrower, PNC Bank, National Association as administrative agent and the Lenders named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives the Administrative Agent and the Lenders notice pursuant to Section 2.03 of the Credit Agreement that the Borrower requests a Borrowing under the Credit Agreement, and in connection therewith sets forth below the information relating to such Borrowing (the “Requested Borrowing”).
Adjustments for Leverage Ratio Calculation. EBITDA from prior Targets for periods prior to acquisitions Pro forma cost savings, operating expense reductions, operational improvements and synergies $___________ $___________ Consolidated EBITDA for Leverage Ratio calculation $___________ SCHEDULE 1 to Compliance Certificate, Solo Page SCHEDULE 2 TO COMPLIANCE CERTIFICATE Leverage Ratio Eurodollar Spread ABR Spread Category 1 ≥ 3.00 to 1.00 1.75% 0.75% Category 2 < 3.00 to 1.00 and ≥ 2.50 to 1.00 1.50% 0.50% Category 3 < 2.50 to 1.00 and ≥ 2.00 to 1.00 1.375% 0.375% Category 4 < 2.00 to 1.00 and ≥ 1.00 to 1.00 1.25% 0.25% Category 5 < 1.00 to 1.00 1.00% 0.00% SCHEDULE 2 to Compliance Certificate, Page 1 EXHIBIT C TO MARKIT GROUP HOLDINGS LIMITED CREDIT AGREEMENT FORM OF GUARANTY AGREEMENT [See Attached] EXHIBIT C, Cover Page EXHIBIT D TO MARKIT GROUP HOLDINGS LIMITED CREDIT AGREEMENT [RESERVED] EXHIBIT D, Cover Page EXHIBIT E TO MARKIT GROUP HOLDINGS LIMITED CREDIT AGREEMENT FORM OF BORROWING REQUEST EXHIBIT E, Cover Page BORROWING REQUEST ___________, __, ____ To: Bank of America, N.A. Mailcode: TX1-492-14-11 Bank of America Plaza 900 Xxxx Xx. Xxxxxx, XX, 00000-0000 Attention: Mxxxxxxx Xxxxx Email: mxxxxxxx.xxxxx@xxxx.xxx Telephone: 900.000.0000 Telecopy: 214.290.9463 and each Lender Ladies and Gentlemen: The undersigned, Markit Group Holdings Limited (the “Borrower”), refers to the Credit Agreement (as amended, the “Agreement”) dated as of January 26, 2017, among IHS Markit Ltd. (“Holdings”), the Borrower, Bank of America, N.A. as administrative agent, the other agents parties thereto and the Lenders named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives the Administrative Agent and the Lenders notice pursuant to Section 2.03 of the Credit Agreement that the Borrower requests a Borrowing under the Credit Agreement, and in connection therewith sets forth below the information relating to such Borrowing (the “Requested Borrowing”).
Adjustments for Leverage Ratio Calculation. EBITDA from prior Targets for periods prior to acquisitions Pro forma cost savings, operating expense reductions, operational improvements and synergies $___________ $___________ Consolidated EBITDA for Leverage Ratio calculation $___________ SCHEDULE 1 to Compliance Certificate, Solo Page SCHEDULE 2 TO COMPLIANCE CERTIFICATE Leverage Ratio Fixed Rate Spread ABR Spread and Canadian Prime Rate Spread Commitment Fee Rate Category 1 ≥ 3.00 to 1.00 1.75% 0.75% 0.30% Category 2 < 3.00 to 1.00 and ≥ 2.50 to 1.00 1.50% 0.50% 0.25% Category 3 < 2.50 to 1.00 and ≥ 2.00 to 1.00 1.375% 0.375% 0.20% Category 4 < 2.00 to 1.00 and ≥ 1.00 to 1.00 1.25% 0.25% 0.15% Category 5 < 1.00 to 1.00 1.00% 0.00% 0.125% SCHEDULE 2 to Compliance Certificate, Page EXHIBIT C-1 TO IHS INC. CREDIT AGREEMENT US GUARANTY AGREEMENT [See Attached] EXHIBIT C-1, Cover Page EXHIBIT C-2 TO IHS INC. CREDIT AGREEMENT NON-US GUARANTY AGREEMENT [See Attached] EXHIBIT C-2, Cover Page EXHIBIT D TO IHS INC. CREDIT AGREEMENT INCREASED COMMITMENT SUPPLEMENT EXHIBIT D, Cover Page INCREASED COMMITMENT SUPPLEMENT This INCREASED COMMITMENT SUPPLEMENT (this “Supplement”) is dated as of ____________, ___ and entered into by and among IHS Markit Ltd. (“Holdings”), the undersigned subsidiaries of Holdings (the “Borrowers”), each of the banks or other lending institutions which is a signatory hereto (the “Lenders”), BANK OF AMERICA, N.A., as agent for itself and the other lenders (in such capacity, together with its successors in such capacity, the “Agent”), and is made with reference to that certain Credit Agreement dated as of July 12, 2016, (as amended, the “Credit Agreement”), by and among the Borrowers, certain lenders and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
Adjustments for Leverage Ratio Calculation. EBITDA from prior Targets for periods prior to acquisitions $___________ Consolidated EBITDA for Leverage Ratio calculation $___________ SCHEDULE 2 TO COMPLIANCE CERTIFICATE Leverage Ratio Fixed Rate Spread ABR Spread and Canadian Prime Rate Spread Commitment Fee Rate Category 1≥ 2.50 to 1.00 1.75% 0.75% 0.30% Category 2< 2.50 to 1.00and≥ 2.00 to 1.00 1.50% 0.50% 0.25% Category 3< 2.00 to 1.00and≥ 1.50 to 1.00 1.25% 0.25% 0.20% Category 4< 1.50 to 1.00and≥ 1.00 to 1.00 1.125% 0.125% 0.175% Category 5< 1.00 to 1.00 1.00% 0.00% 0.15% EXHIBIT D TO FIRST AMENDMENT TO CREDIT AGREEMENT INCREASED COMMITMENT SUPPLEMENT INCREASED COMMITMENT SUPPLEMENT This INCREASED COMMITMENT SUPPLEMENT (this "Supplement") is dated as of ____________, ___ and entered into by and among IHS Inc. ("IHS"), the undersigned subsidiaries of IHS (collectively with IHS, the "Borrowers"), each of the banks or other lending institutions which is a signatory hereto (the "Lenders"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as agent for itself and the other lenders (in such capacity, together with its successors in such capacity, the "Agent"), and is made with reference to that certain Credit Agreement dated as of January 5, 2011 (as amended, the "Credit Agreement"), by and among the Borrowers, certain lenders and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
Adjustments for Leverage Ratio Calculation. EBITDA from prior Targets for periods prior to acquisitions $ Consolidated EBITDA for Leverage Ratio calculation $ SCHEDULE 1 to Compliance Certificate, Page 1 SCHEDULE 2 TO COMPLIANCE CERTIFICATE Category Leverage Ratio: Fixed Rate Spread ABR Spread and Canadian Prime Rate Spread Commitment Fee Rate 1. ³ 2.00 to 1.00 2.00% 1.00% 0.35% 2. < 2.00 to 1.00 and ³ 1.50 to 1.00 1.75% .75% 0.30%
Adjustments for Leverage Ratio Calculation. EBITDA from prior Targets for periods prior to acquisitions $___________ Consolidated EBITDA for Leverage Ratio calculation $___________ 7 Calculations of Consolidated EBITDA will be calculated to give effect to the agreed upon Consolidated EBITDA amounts described in the last paragraph of the definition of “Consolidated EBITDA”. SCHEDULE 1 to Compliance Certificate, Solo Page 007751-0138-14353-Active.16343568 SCHEDULE 2 TO COMPLIANCE CERTIFICATE Leverage Ratio Eurodollar Spread ABR Spread Category 1 ž 3.00 to 1.00 1.75% 0.75% Category 2 < 3.00 to 1.00 and ž 2.50 to 1.00 1.50% 0.50% Category 3 < 2.50 to 1.00 and ž 2.00 to 1.00 1.375% 0.375% Category 4 < 2.00 to 1.00 and ž 1.00 to 1.00 1.25% 0.25% Category 5 < 1.00 to 1.00 1.00% 0.00% SCHEDULE 2 to Compliance Certificate, Page 1 007751-0138-14353-Active.16343568 EXHIBIT C TO IHS INC. CREDIT AGREEMENT GUARANTY AGREEMENT EXHIBIT C, Cover Page 007751-0138-14353-Active.16343568 GUARANTY AGREEMENT
Adjustments for Leverage Ratio Calculation. EBITDA from prior Targets for periods prior to acquisitions $___________
Adjustments for Leverage Ratio Calculation. EBITDA from prior Targets for periods prior to acquisitions $___________ Consolidated EBITDA for Leverage Ratio calculation $___________ SCHEDULE 1 to Compliance Certificate, Solo Page SCHEDULE 2 TO COMPLIANCE CERTIFICATE Leverage Ratio Fixed Rate Spread ABR Spread and Canadian Prime Rate Spread Commitment Fee Rate Category 1≥ 3.00 to 1.00 1.75% 0.75% 0.30% Category 2< 3.00 to 1.00and≥ 2.50 to 1.00 1.50% 0.50% 0.25% Category 3< 2.50 to 1.00and≥ 2.00 to 1.00 1.375% 0.375% 0.20% Category 4< 2.00 to 1.00and≥ 1.00 to 1.00 1.25% 0.25% 0.15% Category 5< 1.00 to 1.00 1.00% 0.00% 0.125% SCHEDULE 2 to Compliance Certificate, Page 1 EXHIBIT C-1 TO IHS INC. CREDIT AGREEMENT US GUARANTY AGREEMENT EXHIBIT C-1, Cover Page GUARANTY AGREEMENT (US)
