0000950103-11-001060 Sample Contracts

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • March 18th, 2011 • MSCI Inc. • Services-business services, nec • New York

AMENDMENT NO. 1, dated as of February 4, 2011 (this “Amendment”), between MSCI INC., a Delaware corporation (the “Borrower”), and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, to the CREDIT AGREEMENT, dated as of June 1, 2010 (the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., as Administrative Agent, Swing Line Lender and L/C Issuer, and Morgan Stanley & Co. Incorporated, as Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • March 18th, 2011 • MSCI Inc. • Services-business services, nec • New York

AMENDMENT NO. 2, dated as of March 14, 2011 (this “Amendment”), to the Credit Agreement, dated as of June 1, 2010, as amended as of February 4, 2011 (as amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”), among MSCI Inc. (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and Morgan Stanley & Co. Incorporated, as collateral agent. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein.

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