On January 26, 2017, IHS Markit Ltd. (IHS Markit) and Markit Group Holdings Limited (MGHL) entered into a new Credit Agreement (the "2017 Credit Agreement") with Bank of America, N.A., as administrative agent, and a syndicate of lenders party thereto, for a term loan in an aggregate principal amount of $500.0 million (the "2017 Term Loan"). The 2017 Term Loan was borrowed in full in U.S. Dollars on the Closing Date by MGHL. The obligations under the 2017 Credit Agreement have been guaranteed by IHS Markit and certain of its direct and indirect U.S. and non-U.S. subsidiaries (the "Guarantors"). The 2017 Term Loan will mature on January 25, 2018 and is an unsecured obligation of MGHL and the Guarantors. The 2017 Term Loan may, at the option of MGHL, bear interest based on an "alternate base rate" (equal to the of (a) the federal funds rate plus 0.50%, (b) Bank of America, N.A.'s "prime rate" and (c) the Eurodollar rate plus 1.00%) or a "Eurodollar rate" (equal to the London Interbank Offered Rate for the selected interest period, with such modifications as are set forth in the 2017 Credit Agreement), plus, in either case, an applicable margin ranging from 0.00% to 0.75%, for alternate base rate loans and ranging from 1.00% to 1.75%, for Eurodollar rate loans, with such applicable margin dependent upon, among other matters, the Leverage Ratio (defined as the ratio of Consolidated Funded Indebtedness to rolling four-quarter Consolidated EBITDA, each as defined and further described in the 2017 Credit Agreement) of IHS Markit and its subsidiaries. Prior to delivery of the first compliance certificate under the 2017 Credit Agreement, after which the interest rate margins may be modified on account of the Leverage Ratio as set forth above, the applicable margin for loans under the 2017 Credit Agreement is 0.375% per annum for loans based on the alternative base rate and 1.375% per annum for loans based on the Eurodollar rate. The 2017 Credit Agreement contains certain financial and other covenants, including covenants in respect of a maximum Leverage Ratio and a minimum Interest Coverage Ratio, each as defined in the 2017 Credit Agreement. The 2017 Credit Agreement requires IHS Markit and its consolidated subsidiaries to maintain a maximum Leverage Ratio of 3.75:1.00 for the three consecutive trailing twelve month test periods following July 12, 2016 and 3.50:1.00 thereafter and a minimum Interest Coverage Ratio of 3.00:1.00, each as more fully described in the 2017 Credit Agreement. Such Leverage Ratio covenant is subject to modification for certain material acquisitions as set forth in the 2017 Credit Agreement. Additionally, the 2017 Credit Agreement limits IHS Markit's and its subsidiaries' ability to, among other things: incur or guarantee additional debt; make certain investments or acquisitions; incur certain liens; engage in certain types of fundamental change transactions; make certain dispositions and asset sales; transact with affiliates in certain manners, make certain "restricted payments" (including dividends and distributions in respect of equity) and enter into certain burdensome or restrictive agreements. In addition, the 2017 Credit Agreement contains certain customary representations and warranties, affirmative covenants and events of default.