EX-4.4







Exhibit 4.4




AMENDMENT NO. 2 TO NOTE PURCHASE AND MASTER SHELF AGREEMENT




As of June 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 by Amendment No. 1 to Note Purchase and Master Shelf Agreement, dated as of
February 1, 2005, and as further 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 Affiliate
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 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;
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 $2,000,000 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);”



     b. 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.



     2. CONDITIONS TO EFFECTIVENESS.



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



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



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



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     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.



     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:
	 	/s/ 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:

	 	/s/ Kenneth  G. Geraghty	 	 
	Name:

	 	 

Kenneth  G. Geraghty
	 	 
	Title:

	 	Executive Vice President and
Chief Financial Officer	 	 






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