Exhibit
10.2

     

    MORGAN
STANLEY SENIOR FUNDING, INC.

    1585
Broadway

    New
York, New York  10036

     

    BANC
OF AMERICA SECURITIES LLC

    BANK
OF AMERICA, N.A.

    One
Bryant Park

    New
York, NY  10036

     

     

    March 23,
2010

     

    MSCI
Inc.

    Wall
Street Plaza, 88 Pine Street

    New York,
New York 10005

     

    Attention:  Gary
Retelny, Managing Director

     

    Project
Fox

    Documentation Agent
Commitment Letter

     

    Ladies
and Gentlemen:

     

    Reference
is made to (i) the Commitment Letter (together with the exhibits thereto as
amended from time to time, the “Commitment Letter”) dated as
of February 28, 2010 between MSCI Inc. (“you” or the “Borrower”) and Morgan Stanley
Senior Funding, Inc. (“MSSF”) and (ii) the Fee Letter
referred to therein.  This documentation agent commitment letter (the
“Documentation Agent Commitment
Letter”) sets forth the agreement of the Borrower, MSSF, Banc of America
Securities LLC (“BofA
Securities”) and Bank of America, N.A. (“Bank of America”) regarding
the participation of BofA Securities as Documentation Agent and the commitment
by Bank of America to provide a portion of the commitments under the Commitment
Letter.  Capitalized terms used but not defined herein are used with
the meanings assigned to them in the Commitment Letter.

     

    Each of
BofA Securities and Bank of America acknowledges and agrees that MSSF is
exclusively authorized by the Borrower to act as sole and exclusive lead
arranger and book-runner (in such capacity, the “Lead Arranger”) in connection
with the Facilities and as administrative agent for the
Facilities.  For the avoidance of doubt, nothing in this Documentation
Agent Commitment Letter shall give any rights to BofA Securities or Bank of
America as the Lead Arranger, Commitment Party or the Administrative
Agent.

     

    1.           Commitments.  Bank
of America is pleased to commit to provide $127.5 million of the Term Loan
Facility and $10.0 million of the Revolving Facility subject to and on the terms
and conditions set forth in the Commitment Letter.  The commitment of
MSSF under the Commitment Letter with respect to the Term Loan Facility shall be
reduced by an amount equal to the commitment of Bank of America hereunder with
respect to the Term Loan Facility, and the commitment of MSSF under the
Commitment Letter with respect to the Revolving Facility shall be reduced by an
amount equal to the commitment of Bank of America hereunder with respect to the
Revolving Facility.  In the event that the aggregate commitments under
the Commitment Letter with respect to the Term Loan Facility are reduced in
accordance with Section 1 thereof, the commitment of Bank of America with
respect to the Term Loan 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Facility
shall be reduced on a pro rata basis.  It is agreed that,
notwithstanding anything to the contrary in the Commitment Letter, BofA
Securities shall act as documentation agent for the Facilities (in such
capacity, the “Documentation
Agent”).

     

    2.           Fees.  As consideration
for Bank of America’s agreements under this Documentation Agent Commitment
Letter with respect to the Facilities, you will pay, or cause to be paid, to
Bank of America the Commitment Fee (as defined in the Fee Letter) with respect
to the commitments made by Bank of America hereunder as of the date hereof, the
Ticking Fee (as defined in the Fee Letter) with respect to the daily aggregate
amount of commitments made by Bank of America hereunder and the Upfront Fee (as
defined in the Fee Letter) with respect to the Term Loans funded by Bank of
America and the commitment of Bank of America in respect of the Revolving
Facility on the date the Documentation is executed and delivered, at the times
and in the amounts specified in the Fee Letter, and no other fees or
amounts.  Each of the Commitment Fee, the Ticking Fee and the Upfront
Fee due and payable to MSSF under the Fee Letter shall be reduced by the amounts
paid to Bank of America pursuant hereto.

     

    3.           Indemnity.  You
agree that each of BofA Securities and Bank of America will have the benefit of
all the provisions of Section 5 of the Commitment Letter and shall be deemed to
be an “Indemnified Person” for all purposes thereunder. Each of Bank of America
and BofA Securities shall be a beneficiary of all acknowledgements,
representations, warranties, and waivers made by, and covenants of, the Borrower
in the Commitment Letter and the Fee Letter, to the same extent as the same are
applicable to MSSF. For the avoidance of doubt, the right (a) to determine the
satisfaction of or to waive the satisfaction of any conditions precedent and (b)
to exercise any flex rights shall remain solely with MSSF. It is
understood and agreed that Cahill Gordon & Reindel LLP will act as counsel
to MSSF, Bank of America, BofA Securities, Credit Suisse AG, Cayman Islands
Branch and Credit Suisse Securities (USA) LLC.

     

    4.           Confidentiality.  This
Documentation Agent Commitment Letter is furnished solely for your benefit, and
may not be relied upon or enforced by any other person or entity other than the
parties hereto and the Indemnified Persons.  This Documentation Agent
Commitment Letter is delivered to you on the condition that neither the
existence of this Documentation Agent Commitment Letter nor any of its contents
shall be disclosed, directly or indirectly, to any other person or entity except
(i) to your directors, officers, employees and advisors on a “need to know” and
confidential basis and only in connection with the Transactions, (ii) this
Documentation Agent Commitment Letter may be disclosed to the Target and its
directors, officers and advisors on a “need-to-know” basis and only in
connection with the Transactions, (iii) as may be compelled in a legal, judicial
or administrative proceeding or as otherwise required by law (provided that you
shall promptly notify us thereof to the extent permitted by law) and
(iv) this Documentation Agent Commitment Letter and the existence and contents
hereof may be disclosed in any syndication or other marketing material in
connection with the Facilities or in connection with any public filing
requirement.

     

    BofA
Securities and Bank of America agree to be bound by the confidentiality
provisions contained in the second paragraph of Section 6 of the Commitment
Letter.

     

    5.           Patriot
Act.  We hereby notify you that pursuant to the requirements of
the USA Patriot Act, Title III of Pub. L. 107-56 (October 26, 2001) (as amended,
the “Patriot Act”), we
and the other Lenders are required to obtain, verify and record information that
identifies the Borrower and the Target and its subsidiaries, which information
includes the name, address, tax identification number and other information
regarding them that will allow any of us or such Lender to identify the Borrower
and the Target in accordance with the Patriot Act.  This notice is
given in accordance with the requirements of the Patriot Act and is effective on
behalf of Bank of America, Commitment Party and each other Lender.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.           Governing
Law, etc.  This Documentation Agent Commitment
Letter shall be governed by, and construed in accordance with, the laws of the
State of New York without regard to principles of conflicts of law to the extent
that the application of the laws of another jurisdiction will be required
thereby.  Any right to trial by jury with respect to any claim,
action, suit or proceeding arising out of or contemplated by this Documentation
Agent Commitment Letter is hereby waived.  You and we hereby
irrevocably and unconditionally submit to the exclusive jurisdiction of the
federal and New York State courts located in the City of New York, Borough of
Manhattan (and appellate courts thereof) in connection with any dispute related
to this Documentation Agent Commitment Letter or any matters contemplated
hereby.  You agree that any service of process, summons, notice or
document by registered mail addressed to you at the address set forth above
shall be effective service of process for any suit, action or proceeding
relating to any such dispute.  You and we irrevocably and
unconditionally waive, to the maximum extent permitted by law, any objection to
the laying of venue of any such suit, action or proceeding brought in any such
court and any claim that any such suit, action or proceeding has been brought in
an inconvenient forum.  A final judgment in any such suit, action or
proceeding may be enforced in any jurisdiction by suit on the judgment or in any
other manner provided by law.  Nothing herein will affect the right of
any party hereto to serve legal process in any other manner permitted by
law.

     

    7.           Miscellaneous.  This
Documentation Agent Commitment Letter constitutes the entire agreement and
understanding between you and your subsidiaries and BofA Securities and Bank of
America with respect to the Facilities and supersedes all prior written or oral
agreements and understandings relating to the specific matters
hereof.  No individual has been authorized by BofA Securities or Bank
of America or any of their respective affiliates to make any oral or written
statements that are inconsistent with this Documentation Agent Commitment
Letter.

     

    Headings
are for convenience of reference only and shall not affect the construction of,
or be taken into consideration when interpreting, this Documentation Agent
Commitment Letter.  Delivery of an executed counterpart of a signature
page to this Documentation Agent Commitment Letter by facsimile or electronic
..pdf shall be effective as delivery of a manually executed counterpart of this
Documentation Agent Commitment Letter.  This Documentation Agent
Commitment Letter may be executed in any number of counterparts, and by the
different parties hereto on separate counterparts, each of which counterpart
shall be an original, but all of which shall together constitute one and the
same instrument.  The provisions of Sections 3, 4 and 6 and this
Section 7 shall survive termination of this Documentation Agent Commitment
Letter.  This
Documentation Agent Commitment Letter may not be amended or any provision hereof
waived or modified except by an instrument in writing signed by the parties
hereto.  This Documentation Agent Commitment Letter shall not be
assignable by you without our prior written consent and any purported assignment
without such consent shall be null and void.  This Documentation Agent
Commitment Letter is intended to be solely for the benefit of the parties hereto and is not
intended to confer any benefits upon, or create any rights in favor of, any
person other than the parties hereto (and any Indemnified
Persons).  For the avoidance of doubt, in no event shall any
Indemnified Person be liable to pay the Parent Termination Fee (as defined in
the Acquisition Agreement) or any portion thereof, or any settlement in lieu
thereof.

     

    The
commitments and any other obligations of Bank of America set forth hereunder
will expire on the earliest to occur of (i) the execution and delivery of
satisfactory Documentation by all of the parties thereto and the consummation of
the Acquisition; (ii) 5:00 p.m., New York time, on September 1, 2010, if the
Closing Date shall not have occurred prior to such time; and (iii) the date of
termination or abandonment of the Acquisition Agreement.

     

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    We are
pleased to have been given the opportunity to assist you in connection with the
financing for the Transactions.

     

    
      	
              Very
      truly yours,

            
	 
	
              MORGAN
      STANLEY SENIOR FUNDING, INC.

            	 
      
	 	 
	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:    Authorized
      Signatory

            	 
      
	 	 
	 	 
	
              BANC
      OF AMERICA SECURITIES LLC

            	 
      
	 	 
	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:    Authorized
      Signatory

            	 
      
	 	 
	 	 
	
              BANK
      OF AMERICA, N.A.

            	 
      
	 	 
	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:    Authorized
      Signatory

            	 
      


    

    


     

    Agreed to
and accepted as of

    the date
first written above:

     

    MSCI
INC.

     

    
      	
              By:

            	 
      	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title: