MSCI Inc. Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 4, 2012 among MSCI INC., as the Borrower, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Swing Line Lender and L/C Issuer, MORGAN STANLEY & CO. INCORPORATED, as Collateral Agent, and...
Credit Agreement • May 4th, 2012 • MSCI Inc. • Services-business services, nec • New York

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 4, 2012, among MSCI Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Swing Line Lender and L/C Issuer, and MORGAN STANLEY & CO. INCORPORATED, as Collateral Agent.

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3,300,000 Shares MSCI INC. Class A Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • November 10th, 2009 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York

MSCI Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,300,000 shares (the “Firm Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 495,000 shares of Common Stock (the “Additional Shares”) if and to the extent that you, as manager of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Common Stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Underwriters” shall mean you, in the singular, as Underwriter and references to you as manager of the offering shall be to you

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23,000,000] Shares MSCI INC. Class A Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • July 15th, 2008 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York

Morgan Stanley, a Delaware corporation (the “Selling Shareholder”), a shareholder of MSCI Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [23,000,000] shares (the “Firm Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”).

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AGREEMENT AND PLAN OF MERGER dated as of February 28, 2010 among RISKMETRICS GROUP, INC., MSCI INC. and CROSSWAY INC.
Merger Agreement • March 1st, 2010 • MSCI Inc. • Services-business services, nec • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 28, 2010 among RiskMetrics Group, Inc., a Delaware corporation (the “Company”), MSCI Inc., a Delaware corporation (“Parent”), and Crossway Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

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AMENDMENT NO. 1
Credit Agreement • December 13th, 2013 • MSCI Inc. • Services-business services, nec • New York

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 4, 2012 (as amended by Amendment No. 1 on December 12, 2013) among MSCI Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Swing Line Lender and L/C Issuer, and MORGAN STANLEY & CO. LLC, as Collateral Agent.

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 26, 2024 among MSCI INC., as the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, a Swingline Lender and an L/C Issuer, BANK OF AMERICA, N.A., as Syndication Agent, a...
Credit Agreement • January 29th, 2024 • MSCI Inc. • Services-business services, nec • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of January 26, 2024, among MSCI Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, a Swingline Lender and an L/C Issuer and BANK OF AMERICA, N.A., as a Swingline Lender and an L/C Issuer.

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AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • May 18th, 2018 • MSCI Inc. • Services-business services, nec • New York

This REVOLVING CREDIT AGREEMENT is entered into as of November 20, 2014, as amended as of May 18, 2018, among MSCI Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent and L/C Issuer.

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2024 ANNUAL PERFORMANCE AWARD AGREEMENT FOR PERFORMANCE STOCK UNITS FOR MANAGING DIRECTORS UNDER THE MSCI INC. 2016 OMNIBUS INCENTIVE PLAN
Performance Stock Unit Agreement • February 9th, 2024 • MSCI Inc. • Services-business services, nec • Delaware
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AMENDMENT
Index License Agreement • February 12th, 2021 • MSCI Inc. • Services-business services, nec • New York

AMENDMENT (this “Amendment”) to the Index License Agreement for Funds (MSCI reference number IXF_00040) dated as of March 18, 2000 (as previously amended, the “Agreement”) is made by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors, a California corporation (as successor to Barclays Global Investors, N.A.) (“Licensee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

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20[●] AWARD AGREEMENT FOR RESTRICTED STOCK UNITS FOR DIRECTORS UNDER THE MSCI INC. 2016 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN
Award Agreement for Restricted Stock Units • July 23rd, 2024 • MSCI Inc. • Services-business services, nec

MSCI Inc. (“MSCI,” together with its subsidiaries, the “Company”) hereby grants to you Restricted Stock Units (“RSUs”) as described below. The awards are being granted under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan (as may be amended from time to time, the “Plan”).

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27,708,653 Shares MSCI INC. Class A Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • May 22nd, 2009 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York
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2024 AWARD AGREEMENT FOR RESTRICTED STOCK UNITS FOR EMPLOYEES UNDER THE MSCI INC. 2016 OMNIBUS INCENTIVE PLAN
Restricted Stock Unit Award Agreement • February 9th, 2024 • MSCI Inc. • Services-business services, nec • Delaware
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INDENTURE between MSCI INC., EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee dated as of August 17, 2021
Indenture • August 17th, 2021 • MSCI Inc. • Services-business services, nec • New York

INDENTURE dated as of August 17, 2021, between MSCI INC., a Delaware corporation (the “Company”), each SUBSIDIARY GUARANTOR from time to time party hereto (collectively, the “Subsidiary Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).

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PERFORMANCE AWARD AGREEMENT FOR PERFORMANCE STOCK UNITS FOR CHIEF EXECUTIVE OFFICER UNDER THE MSCI INC. 2007 AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN
Performance Award Agreement • February 28th, 2014 • MSCI Inc. • Services-business services, nec • New York

MSCI Inc. (together with all of its Subsidiaries, the “Company”) hereby grants to you Performance Stock Units (“PSUs”) as described below. The awards are being granted under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan (as may be amended from time to time, the “Plan”).

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AMENDMENT
Index License Agreement • February 12th, 2021 • MSCI Inc. • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (internal MSCI reference IXF_00040) dated as of March 18, 2000 (the “Agreement”) by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.) (“Licensee”), as previously amended. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

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CONFIDENTIAL MORGAN STANLEY CAPITAL INTERNATIONAL INDEX LICENSE AGREEMENT FOR FUNDS
Index License Agreement • February 12th, 2021 • MSCI Inc. • Services-business services, nec • New York

a Delaware corporation, having an office at 1585 Broadway, New York, NY 10036, and Barclays Global Investors, N.A. (“Licensee”), having an office at 45 Fremont Street, San Francisco, CA 94105.

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2018 AWARD AGREEMENT FOR RESTRICTED STOCK UNITS FOR MANAGING DIRECTORS UNDER THE MSCI INC. 2016 OMNIBUS INCENTIVE PLAN
Restricted Stock Unit Agreement • May 3rd, 2019 • MSCI Inc. • Services-business services, nec
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23,000,000 Shares MSCI INC. Class A Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • July 21st, 2008 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York

Morgan Stanley, a Delaware corporation (the “Selling Shareholder”), a shareholder of MSCI Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 23,000,000 shares (the “Firm Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”).

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TAX SHARING AGREEMENT between MORGAN STANLEY, on behalf of itself and the members of the MS Group, and MSCI INC., on behalf of itself and the members of the MSCI Group
Tax Sharing Agreement • February 28th, 2008 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York

This Agreement is entered into as of the 20th day of November, 2007 between Morgan Stanley (“MS”), a Delaware corporation, on behalf of itself and the members of the MS Group, as defined below, and MSCI Inc. (“MSCI”), a Delaware corporation, registered to do business in New York as NY MSCI, on behalf of itself and the members of the MSCI Group, as defined below.

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AMENDMENT
Index License Agreement for Funds • February 12th, 2021 • MSCI Inc. • Services-business services, nec • New York

AMENDMENT (this “Amendment”) to the Index License Agreement for Funds (MSCI reference number IXF_00040) dated as of March 18, 2000 (as previously amended, the “Agreement”) is made by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors, a California corporation (as successor to Barclays Global Investors, N.A.) (“Licensee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

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AMENDED AND RESTATED SHAREHOLDER AGREEMENT by and between MORGAN STANLEY and MSCI INC. Dated as of July , 2008
Shareholder Agreement • July 8th, 2008 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York

THIS SHAREHOLDER AGREEMENT (“Agreement”) is entered into as of July , 2008 by and between MSCI Inc., a Delaware corporation (“MSCI”), and Morgan Stanley, a Delaware corporation (“Morgan Stanley”) and amends and restates the Shareholders Agreement dated as of November 20, 2007 between the parties.

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AWARD AGREEMENT FOR RESTRICTED STOCK UNITS FOR EXECUTIVE OFFICERS UNDER THE MSCI INC. 2007 AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN
Award Agreement for Restricted Stock Units • February 28th, 2014 • MSCI Inc. • Services-business services, nec • New York

MSCI Inc. (together with all of its Subsidiaries, the “Company”) hereby grants to you Restricted Stock Units (“RSUs”) as described below. The awards are being granted under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan (as may be amended from time to time, the “Plan”).

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MORGAN STANLEY & CO. LLC 1585 BROADWAY NEW YORK, NY 10036-8293 (212) 761-4000
Fixed Dollar Capped Accelerated Share Repurchase Transaction • May 2nd, 2014 • MSCI Inc. • Services-business services, nec • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“MSCO”) and MSCI Inc. (“Issuer”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

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FORM OF MULTI-YEAR PERFORMANCE AWARD AGREEMENT FOR PERFORMANCE STOCK UNITS FOR THE EXECUTIVE COMMITTEE UNDER THE MSCI INC. 2007 AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN
Performance Stock Units Agreement • April 29th, 2016 • MSCI Inc. • Services-business services, nec • New York
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AMENDMENT
Index License Agreement • February 28th, 2014 • MSCI Inc. • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between MSCI Inc. (“MSCI”), a Delaware corporation, and Blackrock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.) (“Licensee”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed in the Agreement.

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Datafeed License Agreement
Datafeed License Agreement • July 2nd, 2010 • MSCI Inc. • Services-business services, nec • New York

This Datafeed License Agreement (this “Agreement”), entered into on the 27th day of October, 2003 (“Effective Date”), sets forth the understanding between ADP Investor Communication Services, Inc., a Delaware corporation (“ADP”), and Institutional Shareholder Services, Inc., a Delaware corporation (“ISS”), concerning the implementation and operation of the Consolidated Datafeed to facilitate straight-through processing of Ballots and Vote Instructions.

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FORM OF AWARD AGREEMENT FOR RESTRICTED STOCK UNITS FOR MANAGING DIRECTORS UNDER THE MSCI INC. 2016 OMNIBUS INCENTIVE PLAN
Award Agreement for Restricted Stock Units • February 24th, 2017 • MSCI Inc. • Services-business services, nec
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FORM OF AWARD AGREEMENT FOR RESTRICTED STOCK UNITS FOR NAMED EXECUTIVE OFFICERS UNDER THE RISKMETRICS GROUP, INC. 2007 OMNIBUS INCENTIVE COMPENSATION PLAN
Restricted Stock Unit Agreement • January 31st, 2011 • MSCI Inc. • Services-business services, nec • New York

MSCI Inc. (together with all of its Subsidiaries, the “Company”) hereby grants to you Restricted Stock Units (“RSUs”) as described below. The awards are being granted under the RiskMetrics Group, Inc. 2007 Omnibus Incentive Compensation Plan (the “Plan”).

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AMENDMENT
Index License Agreement • October 26th, 2007 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York

AMENDMENT to the Index License Agreement for Funds, by and between Morgan Stanley Capital International Inc. (“MSCI”) and Barclays Global Investors, N.A. (“Licensee”), dated as of March 18, 2000 (the “US ETF Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed in the US ETF Agreement.

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FIRST AMENDMENT TO DATAFEED LICENSE AGREEMENT
Datafeed License Agreement • July 2nd, 2010 • MSCI Inc. • Services-business services, nec

This First Amendment to Datafeed License Agreement (“Amendment”) is effective as of the 3rd day of January, 2005 (“Effective Date”), by and between ADP Investor Communication Services, Inc., a Delaware corporation (“ADP”), and Institutional Shareholder Services Inc. ( “ISS”), a Delaware corporation (each a “party” and collectively the “parties”).

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AMENDMENT
Index License Agreement • February 28th, 2014 • MSCI Inc. • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between MSCI Inc. (f/k/a Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.) (“Licensee”), as previously amended. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed in the Agreement.

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Amendment No. 3
Index License Agreement • February 22nd, 2019 • MSCI Inc. • Services-business services, nec

This Amendment No. 3 (the “Amendment”) is entered into as of 1 July 2018 and is effective as of 1 July 2018 (“Effective Date”) by and between MSCI ESG Research LLC and BlackRock Fund Advisors (“Licensee”) pursuant to the Index License Agreement for Funds (MSCI reference number IXF_00040) dated as of March 18, 2000 (the “U.S. Agreement”) by and between MSCI Inc. (as successor to Morgan Stanley Capital International Inc.) and Licensee (as successor to Barclays Global Investors, N.A.); the U.S. Agreement, together with this Amendment, shall constitute the “Agreement”.

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AMENDMENT
Index License Agreement • February 28th, 2014 • MSCI Inc. • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between MSCI Inc. (f/k/a Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.) (“Licensee”), as previously amended. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed in the Agreement.

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FORM OF SPECIAL PERFORMANCE AWARD AGREEMENT FOR PERFORMANCE STOCK UNITS UNDER THE MSCI INC. 2007 AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN
Performance Stock Unit Award Agreement • July 31st, 2015 • MSCI Inc. • Services-business services, nec • New York

MSCI Inc. (“MSCI,” and together with its Subsidiaries, the “Company”) hereby grants to you Performance Stock Units (“PSUs”) as described below. The awards are being granted under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan (as may be amended from time to time, the “Plan”).

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AMENDMENT
Index License Agreement • February 27th, 2015 • MSCI Inc. • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between MSCI Inc. (f/k/a Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.) (“Licensee”), as previously amended. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed in the Agreement.

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