IHS (IHS)

Item 1.01.  Entry into a Material Definitive Agreement.

On September 18, 2008, IHS Inc., a Delaware corporation (“IHS”), announced that it had entered into a definitive Agreement and Plan of Merger with Global Insight Inc. and its two primary shareholders.   Closing of the transactions contemplated by the parties to the agreement will be subject to customary closing conditions as well as expiration or termination of the waiting period under the Hart-Scott-Rodino Act.  A copy of the media release regarding the agreement is furnished as Exhibit 99.1 to this report.  A copy of the agreement will be furnished by IHS as an exhibit to its next regular periodic filing.

On September 16, 2008, the independent directors of the Board of Directors of IHS Inc. voted unanimously to approve a modification to the Amended and Restated Registration Rights Agreement dated as of May 2, 2007, between IHS and Urvanos Investments Limited (Urvanos), a wholly owned subsidiary of TBG Holdings N.V. (TBG).  The registration rights agreement had provided TBG, through its subsidiary Urvanos, two “demand” rights to require IHS to register IHS shares beneficially owned by TBG to permit those shares to be sold in an underwritten public offering.  With the amendment approved by the IHS board, TBG will have two additional “demand” registration rights, increasing the number of demands from two to four.   The remainder of the registration rights agreement will continue in effect without amendment.  The complete amended and restated registration agreement will be furnished by IHS as an exhibit to its next regular periodic filing.

ITEM 1.01.  Entry into a Material Definitive Agreement

On September 7, 2007, we entered into an amended and restated credit agreement (the “Revolver”) that replaces the credit agreement dated as of January 7, 2005 (see exhibit 10.1 to the second amendment to the Registration Statement on Form S-1 dated March 18, 2005).  The Revolver provides for a $385 million unsecured revolving credit facility that allows us, under certain conditions, to increase the facility to a maximum of $500 million.  The Revolver expires in September 2012.   The Revolver is attached hereto as Exhibit 10.1.

The interest rates for borrowing under the Revolver are based upon our Leverage Ratio, which is the ratio of Consolidated Funded Indebtedness to rolling four quarter Consolidated Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“EBITDA”), as defined in the Revolver.  The rate ranges from the applicable LIBOR plus 50 basis points to 125 basis points or the agent bank’s base rate.  A commitment fee is payable periodically and ranges from 10 to 25 basis points based upon our Leverage Ratio.  The Revolver contains certain financial and other covenants, including limitations on capital lease obligations, maximum Leverage Ratio, and maximum Interest Coverage Ratio, as defined in the Revolver.