Exhibit
10.1

       

      


       

      MORGAN
STANLEY SENIOR FUNDING, INC.

      1585
Broadway

      New
York, New York  10036

       

      CREDIT
SUISSE SECURITIES (USA) LLC

      CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH

      11
Madison Avenue

      New
York, New York  10010

       

      March 23,
2010

       

      MSCI
Inc.

      Wall
Street Plaza, 88 Pine Street

      New York,
New York 10005

       

      
        Attention:  Gary
Retelny, Managing Director

      

       

      Project
Fox

      Syndication 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 syndication agent commitment letter (this
“Syndication Agent Commitment
Letter”) sets forth the agreement of the Borrower, MSSF, Credit Suisse
Securities (USA) LLC (“Credit
Suisse Securities”) and Credit Suisse AG, Cayman Islands Branch (“Credit Suisse Cayman”)
regarding the participation of Credit Suisse Securities as Syndication Agent and
the commitment by Credit Suisse Cayman 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
Credit Suisse Securities and Credit Suisse Cayman 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 Syndication
Agent Commitment Letter shall give any rights to Credit Suisse Securities or
Credit Suisse Cayman as the Lead Arranger, Commitment Party or the
Administrative Agent.

       

      1.           Commitments.  Credit
Suisse Cayman 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 Credit Suisse Cayman 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 Credit Suisse Cayman 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 Credit Suisse Cayman
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, Credit Suisse Securities shall act as
syndication agent for the Facilities (in such capacity, the “Syndication
Agent”).

       

      2.           Fees.  As consideration
for Credit Suisse Cayman’s agreements under this Syndication Agent Commitment
Letter with respect to the Facilities, you will pay, or cause to be paid, to
Credit Suisse Cayman the Commitment Fee and the Ticking Fee with respect to the
commitments made by Credit Suisse Cayman hereunder and the Upfront Fee with
respect to the Term Loans funded by Credit Suisse Cayman and the commitment of
Credit Suisse Cayman 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 Credit Suisse
Cayman pursuant hereto.

       

      3.           Indemnity.  You
agree that each of Credit Suisse Securities and Credit Suisse Cayman will have
the benefit of the provisions of Section 5 of the Commitment Letter as an
“Indemnified Person.” Each of
Credit Suisse Cayman and Credit Suisse 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, Credit Suisse Cayman, Credit Suisse Securities, Bank of
America, N.A. and Banc of America Securities LLC.

       

      4.           Confidentiality.  This
Syndication 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 Syndication Agent
Commitment Letter is delivered to you on the condition that neither the
existence of this Syndication 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
Syndication Agent Commitment Letter may be disclosed to the Target and its
directors, officers and advisors on a “need-to-know” and confidential 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 and (iv)
this Syndication 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.

       

      Credit
Suisse Securities and Credit Suisse Cayman 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 Credit Suisse Cayman and Credit Suisse Securities.

       

      6.           Governing
Law, etc.  This Syndication 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 Syndication 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 Syndication 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
Syndication Agent Commitment Letter constitutes the entire agreement and
understanding between you and your subsidiaries, MSSF, Credit Suisse Securities
and Credit Suisse Cayman with respect to the specific matters hereof and
supersedes all prior written or oral agreements and understandings relating to
the specific matters hereof.  No individual has been authorized by any
party hereto or any of their respective affiliates to make any oral or written
statements that are inconsistent with this Syndication 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 Syndication Agent
Commitment Letter.  Delivery of an executed counterpart of a signature
page to this Syndication Agent Commitment Letter by facsimile or electronic .pdf
shall be effective as delivery of a manually executed counterpart of this
Syndication Agent Commitment Letter.  This Syndication 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 Syndication Agent Commitment
Letter.  This
Syndication 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 Syndication 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 Syndication 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 other obligations of Credit Suisse Cayman and Credit Suisse
Securities set forth in this Syndication Agent Commitment Letter shall
automatically terminate unless Credit Suisse Cayman and Credit Suisse Securities
shall in their discretion agree to an extension, upon the earliest to occur of
(i) the execution and delivery of 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

              	 
      
	 	 
	 	 
	
                CREDIT
      SUISSE SECURITIES (USA) LLC

              	 
      
	 	 
	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:    Authorized
      Signatory

              	 
      
	 	 	 
	 	 	 
	
                CREDIT
      SUISSE AG, CAYMAN ISLANDS BRANCH

              
	 	 
	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:    Authorized
      Signatory

              	 
      
	 	 	 
	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:    Authorized
      Signatory

              	 
      


      

       

      Agreed to
and accepted as of

      the date
first written above:

       

      
        	
                MSCI
      INC.

              	 
      
	 	 
	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title: