EX-4.5







Exhibit 4.5




     AMENDMENT
NO. 3 TO NOTE PURCHASE AND MASTER SHELF AGREEMENT



As of January 23, 2006




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 Amendment No. 2 to Note Purchase and Master Shelf
Agreement dated as of June 13, 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 (i) 4.11% Series B Senior Notes due June 10, 2007
(the “Series B Notes”), (ii) 4.12% Series C Senior Notes due June 28, 2007 (the “Series C
Notes”), (iii) 4.46% Series D Senior Notes due June 13, 2009 (the “Series D Notes”), (iv) 4.59%
Series E Senior Notes due June 13, 2011 (the “Series E Notes”) and the proposed issuance by
the Company and the purchase by the Purchasers of up to $350,000,000 of additional Shelf
Notes (as defined in the Agreement) (such additional Shelf Notes, together with the Series B
Notes, the Series C Notes, the Series D Notes and the Series E Notes are referred to herein,
collectively, as 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 6(C)(xiv) (Liens) is hereby amended and restated in its entirety to read as
follows:




     “(xiv) Liens in respect of Priority Debt permitted under paragraph 6B so long as such
Liens do not secure Indebtedness owing in respect of the Credit Agreements or any other
agreement or agreements in respect of the Company’s primary bank facility or facilities.”



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     b. Paragraph 6I (Guarantees) is hereby amended and restated in its entirety to read as
follows:




     “6I. Guarantees. The Company will not permit any Subsidiary to, Guarantee or otherwise
in any way become or be responsible for Indebtedness of any other Person, contingently or
otherwise, except




     (i) Guarantees issued, if any, in favor of the holders of the Notes;




     (ii)
existing Guarantees further described on Schedule 61 hereto, including
any renewals thereof not in excess of $1,000,000 in the aggregate;




     (iii) Guarantees by the Company which are not prohibited by paragraph 6A(2);
or




     (iv) Guarantees by any Subsidiary in favor of any other Person so long
as




     (a) contemporaneously with the delivery of such Guarantee, such
Subsidiary shall execute and deliver a substantially similar Guarantee in
favor of the holders of the Notes (which Guarantee shall be satisfactory
in form and substance to the holders of the Notes), and




     (b) the beneficiary of such Guarantee shall have entered into a
sharing agreement with the holders of the Notes which shall be in form and
substance satisfactory to the holders of the Notes and shall provide,
among other things, for the sharing of payments made under any such
Guarantee.”



     c. Clause (iii) of Section 6D to the Agreement is hereby amended and restated in its entirety
to read as follows:




     “(iii) Consolidated EBITDA for the period of four consecutive fiscal quarters most
recently ended of the surviving corporation is at least as great as the Consolidated EBITDA
of the Company for such period immediately prior to such merger or consolidation.”



     d. The definition of “Consolidated Total Debt” in Paragraph 10 of the Agreement is hereby
amended by inserting at the end of such definition the following:




“Notwithstanding the foregoing, Consolidated Total Debt shall not include the
redemption amount with respect to any capital stock (x) which may be put to the Company by
the Insurance Services Office, Inc., ESOP, except to the extent that the
Insurance Service Office, Inc., ESOP exercises such put and (y) issuable upon the exercise
of any option granted to an employee of the Company or any Subsidiary of the



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Company, except to the extent such capital stock is actually put to the Company by
such employee and the Company is required to redeem such capital stock during the next
succeeding twelve months.”



     e. Paragraph 10B (Defined Terms) is hereby amended by inserting a new definition
“Credit Agreements” therein in its proper alphabetical order, to read as follows:




     ““Credit Agreements” shall mean, collectively, each of that certain (i) 364-Day
Revolving Credit Loan Agreement, dated August 26, 2003 between the Company and
Bank of America, N.A., (ii) uncommitted line of credit evidenced by a certain Promissory
Note dated January 23, 2006 made available to the Company by JPMorgan Chase Bank
(“Chase”), (iii) committed revolving credit facility (with a term-out option)
governed by a certain loan agreement dated January 23, 2006 between the Company and Chase,
(iv) uncommitted line of credit evidenced by a certain Promissory Not made available to
the
Company by Citibank, N.A. (“Citibank”) and (v) committed revolving credit facility
(with a term-out option) governed by a certain loan agreement dated January 23, 2006
between the Company and Citibank, each as in effect from time to time, together with
replacements of any of the foregoing.”



     f. The definition of “Indebtedness” in Paragraph 10 of the Agreement is hereby amended by
inserting after the word “hereof” and before the “.” in clause (x) thereof, the following:



     “(other than any such liabilities owed to such Person or its Subsidiaries)”



     g. The definition of “Priority Debt” in Paragraph 10 of the Agreement is hereby amended by
inserting after the word “Subsidiary” and before the “.” in the last line of such definition, the
following:



     “(other than any Guarantee permitted by clause (iv) of Paragraph 6(I))”



     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.



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     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.



     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.



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     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.



[Remainder
of page left intentionally blank. Signature pages follow.]




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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	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Yvonne Guajardo	 	 
	 	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE PRUDENTIAL INSURANCE
COMPANY
 OF AMERICA	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Yvonne Guajardo	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Yvonne Guajardo	 	 
	 	 	Title:	 	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	 	 
	 

	 	 	 	Name:
	 	 

Yvonne Guajardo
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PRUCO LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Yvonne Guajardo	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Yvonne Guajardo	 	 
	 	 	Title:	 	Assistant Vice President	 	 






[Signature page to Amendment No. 3 to Note Purchase and Master Shelf Agreement]




 









 







	 	 	 	 	 	 	 	 	 
	 	 	PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Yvonne Guajardo	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Yvonne Guajardo	 	 
	 	 	Title:	 	 Assistant Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PRUDENTIAL RETIREMENT CEDED BUSINESS

TRUST	 	 
	 	 	By:	 	Prudential Investment Management, Inc., as


Investment Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Yvonne Guajardo	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Yvonne Guajardo	 	 
	 	 	Title:	 	 Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PRUDENTIAL RETIREMENT INSURANCE AND 

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


Investment Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Yvonne Guajardo	 	 
	 

	 	 	 	Name:
	 	 

Yvonne Guajardo
	 	 
	 

	 	 	 	Title:
	 	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	 	 
	 

	 	 	 	Name:
	 	 

Yvonne Guajardo
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






[Signature page to Amendment No. 3 to Note Purchase and Master Shelf Agreement]




 









 








	 	 	 	 	 	 	 	 	 
	 	 	CONNECTICUT GENERAL LIFE

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


Investment Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Yvonne Guajardo	 	 
	 

	 	 	 	Name:
	 	 

Yvonne Guajardo
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 

	 	 	 	Name:
	 	 

Yvonne Guajardo
	 	 
	 

	 	 	 	Title:
	 	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	 	 
	 

	 	 	 	Name:
	 	 

Yvonne Guajardo
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






[Signature page to Amendment No. 3 to Note Purchase and Master Shelf Agreement]




 









 








	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 

	 	 	 	Name:
	 	 

Yvonne Guajardo
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE PRUDENTIAL LIFE INSURANCE 


COMPANY, LTD.	 	 
	 	 	By:	 	Prudential Investment Management (Japan),
Inc.,

 as Investment Manager	 	 
	 	 	By:	 	Prudential Investment Management,
Inc.,

 as Sub-Adviser	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Yvonne Guajardo	 	 
	 

	 	 	 	Name:
	 	 

Yvonne Guajardo
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PHYSICIANS MUTUAL 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	 	 
	 

	 	 	 	Name:
	 	 

Yvonne Guajardo
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






[Signature page to Amendment No. 3 to Note Purchase and Master Shelf Agreement]




 









 








	 	 	 	 	 	 	 	 	 
	 	 	AMERICAN BANKERS INSURANCE
COMPANY OF

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

	 	 	 	By:
	 	/s/ Yvonne Guajardo	 	 
	 

	 	 	 	Name:
	 	 

Yvonne Guajardo
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	UNION SECURITY 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	 	 
	 

	 	 	 	Name:
	 	 

Yvonne Guajardo
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






[Signature page to Amendment No. 3 to Note Purchase and Master Shelf Agreement]




 









 








	 	 	 	 	 
	INSURANCE SERVICES OFFICE, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kenneth G. Geraghty	 	 
	Name:

	 	 

Kenneth G. Geraghty
	 	 
	Title:

	 	Executive Vice President and
Chief Financial Officer	 	 






[Signature page to Amendment No. 3 to Note Purchase and Master Shelf Agreement]