Exhibit 10.5
AMENDMENT NO. 1 TO SERVICES
AGREEMENT
This Amendment No. 1 to Services Agreement (this
“ Amendment ”) is entered into as of July 21,
2008 by and between Morgan Stanley, a Delaware corporation (“
Morgan Stanley ”) and MSCI Inc., a Delaware
corporation (“ MSCI ”).
RECITALS
WHEREAS, Morgan Stanley and MSCI are parties to a
Services Agreement dated as of November 20, 2007 (“
Services Agreement ”) pursuant to which Morgan Stanley
provides certain services to the MSCI Group; and
WHEREAS, in accordance with Section 8.12 of the
Services Agreement, Morgan Stanley and MSCI wish to amend the
Services Agreement on the terms and conditions set forth
herein.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Morgan Stanley and MSCI, for themselves, their
successors and permitted assigns, hereby agree as
follows:
Section 1 . Defined Terms;
References. (a) nless otherwise defined herein, all
capitalized terms used herein shall have the meaning given to those
terms in the Services Agreement. Each reference to
“hereof”, “hereunder”,
“herein”, and “hereby” and each other
similar reference and each reference to “this
Agreement” and each other similar refere
