**Exhibit 99.1**

 

**AMENDMENT NO.****1 TO**

 

**REGISTRATION RIGHTS AGREEMENT**

 

TheAmended and Restated Registration Rights Agreement dated as of May 2, 2007among IHS INC. and URVANOS INVESTMENTS LIMITED (the “Agreement”) is herebyamended as follows:

 

1.Section 2.01(a) of the Agreement is amended to read as follows:

 

Section 2.01.* Demand Registration*.  (a) At any time on or after the datehereof, if the Company shall receive a written request by a Holder (a “**Requesting Holder**”) that the company effect a Demand Registrationof all or a portion of such Requesting Holder’s Registrable Securities, andspecifying the intended method of disposition thereof, then the Company shallpromptly give written notice of such requested Demand Registration at least 20days prior to the anticipated filing date of the registration statementrelating to such demand registration to each other Holder (the “**Other Holders**”) and thereupon will use its best efforts toeffect, as expeditiously as possible, the registration under the Securities Actof:

 

(i)            the Registrable Securities which the Company has been sorequested to register by the Requesting Holder; and

 

(ii)           all other Registrable Securitieswhich the Other Holders have requested the Company to register by writtenrequest received by the Company within 10 days after the receipt by the OtherHolders of the written notice given by the Company,

 

allto the extent necessary to permit the disposition (in accordance with theintended methods thereof as aforesaid) of the Registrable Securities so to beregistered; *provided that*, subject to Section 2.01(d) hereof,the Company shall not be obligated to effect more than four DemandRegistrations for the Holders; *provided further that*the Company shall not be obligated to effect a Demand Registration for anyHolder unless the aggregate proceeds expected to be received from the sale ofthe Registrable Securities to be included in such Demand Registration, in thereasonable opinion of the Board, equals or exceeds $50,000,000; *and provided further that* the Company shall not, in anyevent, be required to effect more than one Demand Registration for all Holderspursuant to this Section 2.01(a) within any twelve month period.  In addition, the Company shall have the rightto preempt any Demand Registration (including, for the avoidance of doubt, anyShelf Takedown) with a primary registration by 

 

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deliveringwritten notice (within 10 days after the Company has received from the SellingStockholder a request for such Demand Registration) of such intention to theSelling Stockholder indicating that the Company has identified a specificbusiness need and use for the proceeds of the sale of such securities and theCompany shall use all commercially reasonable efforts to effect a primaryregistration within 120 days of such notice. In the ensuing primary registration, the Holders will have suchincidental registration rights as are set forth in Section 2.02hereof.  Upon the Company’s preemption ofa requested Demand Registration, such requested registration will not count asa Demand Registration.  The Company shallnot be entitled to exercise this right of preemption more than one time in any12-month period.  Notwithstanding the foregoing,in connection with any Demand Registration, the Holders shall not be permittedto request that a Shelf Registration Statement be filed.

 

2.             Except asspecifically amended by this Amendment No. 1, the Agreement shall remainin full force and effect as originally executed.

 

**IN WITNESS WHEREOF**, the parties have causedthis Amendment No. 1 to be executed as of September 18, 2008.

 

 
| ** ** | **IHS  INC.**                        |
|------------|--------------------------------------|
| ** ** | ** **                           |
| ** ** | ** **                           |
|       | By:                                  | /s/  Stephen Green |
|       | Name:   Stephen  Green     |
|       | Title:  Senior Vice President   |
|       | ** **                           |
|       | ** **                           |
|       | **URVANOS  INVESTMENTS LIMITED**     |
|       |                                 |   |
|       | By:                                  | /s/  Christoph v. Grolman |
|       | Name:   Christoph v. Grolman    |
|       | Title:  Director                     |
|       |                                 |   |
|       | By:                                  | /s/ Clifford G. Thring |
|       | Name:  Clifford  G. Thring |
|       | Title:   Alternate Director     |

 

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