EX-4.3






Exhibit 4.3




EXECUTION COPY




AMENDMENT NO. 1 TO NOTE PURCHASE AND MASTER SHELF AGREEMENT




	 	 	 
	 

	 	As of February 1, 2005






Insurance
Services Office, Inc.

545 Washington Boulevard

Jersey City, NJ 07310-1686



Ladies and Gentlemen:




     Reference is made to that certain Uncommitted Master Shelf Agreement, dated as of June 13,
2003 (as amended from time to time, the “Agreement”), among Insurance Services Office, Inc., a
Delaware corporation (the “Company”), on the one hand, and The Prudential Insurance Company of
America, U.S. Private Placement Fund, Baystate Investments, LLC, United of Omaha Life Insurance
Company (collectively, the “Series A Purchasers”), each Prudential Affiliates which has become
bound by certain provisions of the Agreement (as provided therein) (together with the Series A
Purchasers, the “Purchasers”), and Prudential Investment Management, Inc. (“Prudential”), on the
other, whereby the Company issued and sold its 2.15% Series A Notes due June 13, 2005 (the “Series
A Notes”), its 4.11% Series B Notes due June 10, 2007 (the “Series B Notes”) and its 4.12% Series
C Notes due June 28, 2007 (the “Series C Notes” and, together with the Series A Notes and the
Series B Notes, the “Notes”). Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Agreement.



     Pursuant to the request of the Company and in accordance with the provisions of paragraph 11C
of the Agreement, the parties hereto agree as follows:



     1. AMENDMENTS.



     a. Paragraph
1B (Authorization of Issue of Shelf Notes) is hereby amended by deleting the
reference to “$100,000,000” appearing therein and replacing it with “250,000,000”.



     b. Paragraph 2B(2) (Issuance Period) is hereby amended by deleting the text in clause (i)
which reads “the third anniversary of the date of this Agreement (or if such anniversary is not a
Business Day, the Business Day next preceding such anniversary)” and replacing it with “February 1,
2008”.



     c. Each of Paragraph 1B, (Authorization of Issue of Shelf Notes), 2B(4) (Request for Purchase)
and Exhibit B (Form of Request for Purchase) is hereby amended by (i) deleting the reference to “12
years” appearing therein and replacing it with “10 years” and (ii) deleting the reference to “10
years” appearing therein and replacing it with “7 years”.



     d. Paragraph 6C (Limitations on Liens and Encumbrances) is hereby amended by amending and
restating clause (xiii) as follows:



 









 






     “(xiii) Liens in or upon and any right of offset against, moneys, deposit
balances, security or other property, or interests therein, held or received by or
for or left in the possession or control of any lender (or any affiliate of such
lender) in connection with working capital facilities, lines of credit, term loans
or other credit facilities entered into in the ordinary course of business, except
to the extent that such Liens secure Indebtedness of the Company or any Subsidiary
(A) in excess of $45,000,000 owing to any lender (or any affiliate of such lender)
or (B) in excess of $80,000,000 owing to one or more lenders; provided, however,
that in no event shall (x) the Company be subject to a minimum or compensating
balance or similar arrangement or arrangement requiring it to maintain minimum
cash funds or deposits with such lender or lenders or (y) either the Company or
any Subsidiary maintain in all of its respective accounts with all such lenders,
at any time, overnight cleared cash balances in demand deposit accounts that are
subject to set-off rights, in excess of $1,000,000 in the aggregate for all such
respective accounts of either the Company or any such Subsidiary, as the case may
be (in each case, other than, for the avoidance of doubt, any balances held in
commercial paper or money market funds);”



     e. The following new Paragraph 6N (Restricted Payments) shall be inserted in the appropriate
location:




     “6N. Restricted Payments. The Company shall not, and shall not permit any
Subsidiary to, repurchase or pay any dividends on (i) any Class A shares (other
than shares held by the Insurance Services Office, Inc. 401(k) and Employee Stock
Ownership Plan) or (ii) any Class B shares if, after giving effect to any such
repurchase or payment, a Default or Event of Default shall have occurred and be
continuing under this Agreement. With respect to grants of Class A shares (or
options in respect thereof) occurring after February 1, 2005 to (x) any of Carole
J. Banfield, Richard G. Boehning, Joseph P. Giasi, Jr., Patrick McLaughlin, John
McCue, Roy G. Nicolosi, or Kevin B. Thompson or (y) any Person that is or becomes a
member of the Company’s Senior Management Committee and is or becomes the holder of
25,000 or more Class A shares (or options in respect thereof), the Company shall
cause the document relating to such grant to contain the language appearing in
Exhibit E attached hereto. The Company further agrees (1) that no document relating
to a grant of Class A shares (or options in respect thereof) occurring after
February 1, 2005 to any such Persons shall contain provisions inconsistent with
Exhibit E, (2) to provide a copy of each document relating to a grant of Class A
shares (or options in respect thereof) occurring after February 1, 2005 to any such
Persons to Prudential and, to the extent requested by the Required Holders, to make
any necessary changes to such document to give effect to the attached Exhibit E,
and (3) not to amend the provisions of any such document which contains the
language set forth in Exhibit E (or any similar section) without the written
consent of the Required Holders.”



     f. Each of Schedules 8A, 8D and 8G to the Agreement shall be amended and restated by the
Schedule having the same number that is attached to this Amendment Agreement.



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     g. A new Exhibit E shall be attached to the Agreement and shall be in the form attached to
this Amendment Agreement as Exhibit E.



     2. CONDITIONS TO EFFECTIVENESS.



     a. Executed Counterparts. Prudential shall have received a counterpart of this Amendment
Agreement executed by the Company.



     b. Fleet Amendment. Prudential shall have received evidence satisfactory to it that the
Company shall have entered into an amendment to the 364-Day Revolving Credit Agreement between the
Company and Fleet National Bank, dated as of August 26, 2003, which amendment shall contain
language substantively the same as Section 1d of this Amendment Agreement (other than clause (y) of
Paragraph 6C(xiii) of the Agreement, as amended hereby).



     c. Shareholder Agreements. Prudential shall have received from each of Frank J. Coyne, Kenneth
G. Geraghty and Scott Stephenson a written agreement, in form and substance satisfactory to
Prudential, not to exercise any put or similar rights or accept any payment with respect to his
Class A shares if, after giving effect thereto on the exercise date or the payment date, a Default
or Event of Default shall have occurred and be continuing under the Agreement.



     d. Other Documents. Prudential shall have received each of the following:




     (i) Certified copies of the resolutions of the Board of Directors of the
Company authorizing the execution and delivery of this Amendment Agreement and of
all documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to this Amendment Agreement.




     (ii) A certificate dated the date hereof of the Secretary or an Assistant
Secretary and one other officer of the Company certifying that (A) the certificate
of such Person previously delivered pursuant to Paragraph 3A(iii) of the Agreement
continues to be true, current and correct and (B) the Certificate of Incorporation
and By-laws of the Company previously delivered pursuant to Paragraph 3A(iv) of the
Agreement continue to be in full force and effect and have not been modified or
amended in any respect (in each case, except as specifically set forth therein,
which modifications or amendments shall be in form and substance acceptable to the
Purchasers).




     (iii) A good standing certificate for the Company from the Secretary of State
of Delaware dated as of a recent date.




     (iv) Favorable opinion of Joseph P. Giasi, Jr., Esq., General Counsel of the
Company and of Chadbourne & Parke, special counsel of the Company, dated the date
hereof, satisfactory to the Purchasers and in form and substance substantially
identical to Exhibit D-1 and Exhibit D-2, respectively, to the Agreement. The
Company hereby directs such counsel to deliver such opinions and understands and
agrees that each Purchaser receiving such an opinion will and is hereby authorized
to rely on such opinion.



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     (v) Such additional documents or certificates with respect to legal matters or
corporate or other proceedings related to the transactions contemplated hereby as
may be reasonably requested by the Purchasers.



     e. Representations and Warranties. The representations and warranties contained in Section 3
below shall be true on and as of the date hereof.



     f. Facility Fee. The Company shall have paid Prudential Investment Management, Inc., by wire
transfer of immediately available funds, on the date hereof a facility fee in the amount of
$50,000.



     g. Proceedings. All corporate and other proceedings taken or to be taken in connection with
the transactions contemplated hereby and all documents incident thereto shall be satisfactory in
substance and form to the Purchasers, the Purchasers shall have received all such counterpart
originals or certified or other copies of such documents as it may reasonably request, and counsel
for the Purchasers shall be satisfied as to all legal matters relating to this Amendment Agreement.



     3. REPRESENTATIONS AND WARRANTIES. To induce you to enter into this Amendment Agreement, the
Company represents, warrants and acknowledges as follows:



     a. Each of the representations and warranties set forth in Paragraph 8 of the Agreement is
true on and as of the date hereof (by reference to the attached updated Schedules and not the
Schedules attached to the original Agreement).



     b. The execution, delivery and performance by the Company of this Amendment Agreement (i) is
within its corporate power and (ii) is legal and does not conflict with, result in any breach of,
constitute a default under, or result in the creation of any Lien upon any property of the Company
under the provisions of: (A) any charter, instrument or bylaw to which it is a party or by which it
or any of its property may be bound, (B) any order, judgment, decree or ruling of any court,
arbitrator or governmental authority applicable to it or its property, or (C) any agreement or
instrument to which it is a party or by which it or any of its properties may be bound or any
statute or other rule or regulation of any governmental authority applicable to it or its
properties, except where such conflict, breach, default or Lien could not reasonably be expected to
have a Material Adverse Effect.



     c. This Amendment Agreement has been duly authorized, executed and delivered by a duly
authorized officer of the Company, and constitutes the legal, valid and binding obligations of the
Company, enforceable in accordance with its terms, except that enforceability may be limited by
applicable bankruptcy, reorganization, arrangement, insolvency, fraudulent conveyance, moratorium
or other similar laws affecting the enforceability of creditors’ rights generally and subject to
the availability of equitable remedies.



     d. After giving effect to this Amendment Agreement, no Default or Event of Default or Default
shall have occurred and be continuing.



     e. No consent, approval, authorization or order of, or filing, registration or qualification
with, any court or administrative or governmental body or third party is required in



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connection with the execution, delivery or performance by the Company of this Amendment Agreement.




     f. Neither the Company nor any of its Subsidiaries (i) is listed on the Specially Designated
Nationals and Blocked Persons List (the “SDN List”) maintained by the Office of Foreign Assets
Control, Department of the Treasury (“OFAC”), or on any other list of terrorists or terrorist
organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any
other applicable Executive Order (such other lists are referred to herein, collectively, as the
“Other Lists”; the SDN List and the Other Lists are referred to herein, collectively, as the
“Lists”), (ii) has been determined by competent authority to be subject to the prohibitions
contained in Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained
in the rules and regulations of OFAC or in any enabling
legislation or other Executive Orders in respect thereof, (iii) is owned or controlled by, or
acts for or on behalf of, any person on the Lists or any other person who has been determined by
competent authority to be subject to the prohibitions contained in Executive Order No. 13224 (Sept.
23, 2001) or similar prohibitions contained in the rules and regulations of OFAC or any enabling
legislation or other Executive Orders in respect thereof, and (iv) is failing to comply in any
material way with the requirements of Executive Order No. 13224 (Sept. 23, 2001) and other similar
requirements contained in the rules and regulations of OFAC and in any enabling legislation or
other
Executive Orders in respect thereof.



     g. The Company has provided Prudential a true and correct copy of (i) the Insurance Services
Office, Inc. 401(k) and Employee Stock Ownership Plan and (ii) the Insurance Services Office, Inc.
1996 Incentive Plan, in each case as in effect on the date hereof. There are no other stock
ownership plans in place with respect to any of the Company’s shares.



     4. MISCELLANEOUS.



     a. Except as specifically amended hereby, all of the terms and conditions of the
Agreement shall remain in full force and effect.



     b. This Amendment Agreement shall be governed by, and construed in accordance with, the laws
of the State of New York.



     c. This Amendment Agreement may be executed in any number of counterparts, each of which shall
be an original but all of which together shall constitute one instrument.



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     Each of the undersigned has caused this Amendment Agreement to be executed and delivered by
its duly authorized officer as an agreement under seal as of the date first above written.



	 	 	 	 	 
	 	 	PRUDENTIAL INVESTMENT

MANAGEMENT, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yvonne Guajardo
	 

	 	 	 	 
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 	 	THE PRUDENTIAL INSURANCE COMPANY

OF AMERICA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yvonne Guajardo
	 

	 	 	 	 
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 	 	U.S. PRIVATE PLACEMENT FUND
	 	 	By: Prudential Private
Placement Investors, L.P.

(as Investment Advisor)

By: Prudential Private Placement Investors, Inc. (as

its General Partner)
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yvonne Guajardo
	 

	 	 	 	 
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 	 	BAYSTATE INVESTMENTS, LLC
	 	 	By: Prudential Private Placement Investors, L.P.

(as Investment Advisor)

By: Prudential Private Placement Investors, Inc. (as

its General Partner)
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yvonne Guajardo
	 

	 	 	 	 
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 	 	UNITED OF OMAHA LIFE INSURANCE

COMPANY
	 	 	By: Prudential Private Placement Investors, L.P.

(as Investment Advisor)
 By: Prudential Private
Placement Investors, Inc. (as
 its General Partner)
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yvonne Guajardo
	 

	 	 	 	 
	 

	 	 	 	Vice President






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	 	 	PRUCO LIFE INSURANCE COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	Yvonne Guajardo
	 

	 	 	 	 
	 

	 	 	 	Asst Vice President
	 
	 	 	 	 
	 	 	PRUDENTIAL RETIREMENT CEDED

BUSINESS TRUST
	 	 	By: Prudential Investment Management, Inc., as

Investment Manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yvonne Guajardo
	 

	 	 	 	 
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 	 	PRUDENTIAL RETIREMENT INSURANCE

AND ANNUITY COMPANY
	 	 	By: Prudential Investment Management, Inc., as

Investment Manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yvonne Guajardo
	 

	 	 	 	 
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 	 	GIBRALTAR LIFE INSURANCE CO., LTD.
	 	 	By: Prudential Investment Management (Japan),

Inc., as Investment Manager

By: Prudential Investment Management, Inc., as

Sub-Adviser
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yvonne Guajardo
	 

	 	 	 	 
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 	 	CONNECTICUT GENERAL LIFE

INSURANCE COMPANY
	 	 	By: Prudential
Investment Management, Inc., as

Investment Manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yvonne Guajardo
	 

	 	 	 	 
	 

	 	 	 	Vice President






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	 	 	ING USA ANNUITY AND LIFE INSURANCE

COMPANY
	 	 	By: Prudential Private Placement Investors, L.P., as

Investment Advisor

By: Prudential Private Placement Investors,
Inc., as 
its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yvonne Guajardo
	 

	 	 	 	 
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 	 	ING LIFE INSURANCE AND ANNUITY

COMPANY
	 	 	By: Prudential Private Placement Investors, L.P., as

Investment Advisor

By: Prudential Private Placement Investors, Inc., as

its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yvonne Guajardo
	 

	 	 	 	 
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 	 	BCBSM, INC. DBA BLUE CROSS AND BLUE

SHIELD OF MINNESOTA
	 	 	By: Prudential Private Placement Investors, L.P., as

Investment Advisor

By: Prudential Private Placement Investors,
Inc., as 
its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yvonne Guajardo
	 

	 	 	 	 
	 

	 	 	 	Vice President








	 	 	 	 	 
	INSURANCE SERVICES OFFICE, INC.	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Kenneth G. Geraghty
 

Kenneth G. Geraghty
	 	 
	Title:

	 	 Executive Vice President and
 Chief Financial Officer	 	 







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