SECOND AMENDMENT AND MODIFICATION AGREEMENT
Exhibit 10.2
SECOND AMENDMENT AND MODIFICATION AGREEMENT
THIS SECOND AMENDMENT AND MODIFICATION AGREEMENT (hereinafter referred to as this “Second
Amendment”) is made this 19th day of April, 2010, by and among
INSURANCE SERVICES OFFICE, INC., a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, having its principal office located at 000
Xxxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000-0000 (hereinafter referred to as the
“Borrower”),
AND
ISO CLAIMS SERVICES, INC., a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware having its principal office located at 000 Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxx Xxxxxxxx 00000 (hereinafter referred to as “ISO Claims Services”),
AND
ISO INVESTMENT HOLDINGS, INC., a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware having its principal office located at 000
Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as “ISO
Investment Holdings”),
AND
AIR WORLDWIDE CORPORATION, a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware having its principal office located at 000 Xxxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000 (hereinafter referred to as “AIR Worldwide”),
AND
ISO SERVICES, INC., a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware having an office located at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxx
Xxxx, Xxx Xxxxxx 00000-0000 (hereinafter referred to as “ISO Services”),
AND
XACTWARE SOLUTIONS, INC., a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware having its principal office located at 0000 Xxxx 000 Xxxxx,
Xxxx, Xxxx 00000 (hereinafter referred to as “Xactware”),
AND
VERISK HEALTH, INC., a corporation duly organized, validly existing and in good standing under
the laws of the Commonwealth of Massachusetts having its principal office located at 00 Xxxxxx
Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter referred to as “Verisk”),
AND
INTERTHINX, INC., a corporation duly organized, validly existing and in good standing under
the laws of the State of California having its principal office located at 00000 Xxxxxxxx Xxxxxx,
Xxxxxx Xxxxx, Xxxxxxxxxx 00000 (hereinafter referred to as “Interthinx”),
[SECOND AMENDMENT AND MODIFICATION
AGREEMENT]
AGREEMENT]
AND
D2HAWKEYE, INC., a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware having its principal office located at 000 Xxxxxx Xxxxxx,
0xx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter referred to as
“D2Hawkeye”),
AND
VERISK ANALYTICS, INC., a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware having its principal office located at 000 Xxxxxxxxxx
Xxxxxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000-0000 (hereinafter referred to as “Verisk
Analytics” and hereinafter ISO Claims Services, ISO Investment Holdings, AIR Worldwide, ISO
Services, Xactware, Verisk, Interthinx, D2Hawkeye, and Verisk Analytics shall be collectively
referred to as the “Guarantors”),
AND
BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association duly organized and
validly existing under the laws of the United States of America, having an office located at 000
Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, in its capacity as a Lender, the letter of credit issuer
and the swing line lender (hereinafter referred to as “Bank of America”),
AND
THOSE OTHER LENDERS SIGNATORY HERETO (hereinafter said lenders, together with Bank of America
in its capacity as swing line lender, as the context requires, shall be sometimes individually
referred to as a “Lender” and collectively referred to as the “Lenders”),
AND
BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association duly organized and
validly existing under the laws of the United States of America, having an office located at 000
Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, in its capacity as administrative agent for the Lenders
(hereinafter referred to as the “Administrative Agent”).
W I T N E S S E T H :
WHEREAS, pursuant to the terms, conditions, and provisions of that certain Credit Agreement
dated as of July 2, 2009, executed by and among the Borrower, as borrower, Bank of America, as a
Lender, JPMorgan Chase Bank, N.A. (hereinafter referred to as “JPMorgan Chase”), as a
Lender, Xxxxxx Xxxxxxx Bank, N.A. (hereinafter referred to as “Xxxxxx Xxxxxxx”), as a
Lender, Xxxxx Fargo Bank, N.A. (hereinafter referred to as “Xxxxx Fargo”), as a Lender,
Bank of America, as letter of credit issuer and swing line lender, and the Administrative Agent, as
administrative agent (hereinafter referred to as the “Original Credit Agreement”), the
Lenders made available to the Borrower an unsecured revolving credit loan facility in the aggregate
maximum principal amount of up to Three Hundred Million and 00/100 ($300,000,000.00) Dollars
(hereinafter referred to as the “Original Credit Facility”), which Original Credit Facility
includes (i) a $25,000,000.00 letter of credit sub-facility for the issuance of standby letters of
credit (and not commercial letters of credit) denominated in U.S. dollars or such other currencies
as may be agreed upon by the Borrower and Bank of America, as letter of credit issuer, and (ii) a
$30,000,000.00 swingline sub-facility, all made available to the Borrower for working capital and
other lawful corporate purposes, including, without limitation, (a) refinancing a portion of the
Borrower’s then-existing indebtedness and (b) financing such acquisitions as may be permitted
pursuant to the terms, conditions, and provisions of the Original Credit Agreement; and
[SECOND AMENDMENT AND MODIFICATION
AGREEMENT]
AGREEMENT]
2
WHEREAS, Bank of America’s “Commitment” (as such term is defined in the Original Credit
Agreement) under the Original Credit Facility is evidenced by that certain Revolving Credit Loan
Note #1 dated as of July 2, 2009, executed by the Borrower, as maker, in favor of Bank America, as
payee, in the maximum principal amount of up to $125,000,000.00 (hereinafter referred to as the
“Revolving Credit Loan Note #1”); and
WHEREAS, JPMorgan Chase’s Commitment under the Original Credit Facility is in the maximum
principal amount of up to $75,000,000.00, but JPMorgan Chase did not require that a promissory note
be executed to evidence said Commitment; and
WHEREAS, Xxxxxx Xxxxxxx’x Commitment under the Original Credit Facility is evidenced by that
certain Revolving Credit Loan Note #2 dated as of July 2, 2009, executed by the Borrower, as maker,
in favor of Xxxxxx Xxxxxxx, as payee, in the maximum principal amount of up to $50,000,000.00
(hereinafter referred to as the “Revolving Credit Loan Note #2”); and
WHEREAS, Xxxxx Fargo’s Commitment under the Original Credit Facility is in the maximum
principal amount of up to $50,000,000.00, but Xxxxx Fargo did not require that a promissory note be
executed to evidence said Commitment; and
WHEREAS, pursuant to the terms, conditions, and provisions of that certain
Continuing Guaranty dated as of July 2, 2009 executed by ISO Claims Services, ISO Investment
Holdings, AIR Worldwide, ISO Services, Xactware, Verisk, Interthinx, and D2Hawkeye, on a joint and
several basis, in favor of the Administrative Agent and the Lenders, said Guarantors guarantied the
payment and performance of all of the obligations of the Borrower to the Administrative Agent and
the Lenders under the Original Credit Agreement and the other “Loan Documents” (as such term is
defined in the Original Credit Agreement) (hereinafter referred to as the “Guaranty #1”);
and
WHEREAS, pursuant to certain Joinders described below, additional Commitments were obtained
from SunTrust Bank (hereinafter referred to as “SunTrust”), PNC Bank, National Association
(hereinafter referred to as “PNC”), Sovereign Bank (hereinafter referred to as
“Sovereign”), and RBS Citizens, N.A. (hereinafter referred to as “RBS”), and, as a
result of said additional Commitments having been obtained, the aggregate maximum principal amount
of the Original Credit Facility has been increased to up to Four Hundred Twenty Million and 00/100
($420,000,000.00) Dollars (hereinafter the Original Credit Facility, as so increased, shall be
referred to as the “Credit Facility”); and
WHEREAS, pursuant to the terms, conditions, and provisions of that certain Joinder dated as of
August 21, 2009 executed by SunTrust, as an additional Lender, SunTrust Bank agreed to (i) provide
a Commitment equal to $25,000,000.00 and (ii) accept and be bound by all of the terms, conditions,
and provisions of the Original Credit Agreement and the other Loan Documents, as a result of which
SunTrust became a “Lender” under the Original Credit Agreement and is therefore entitled to all of
the rights, and subject to all of the obligations, of a Lender under the Original Credit Agreement
and the other Loan Documents; and
WHEREAS, SunTrust’s Commitment under the Credit Facility is in the aforesaid maximum principal
amount of up to $25,000,000.00, but SunTrust did not require that a promissory note be
executed to evidence said Commitment; and
[SECOND AMENDMENT AND MODIFICATION
AGREEMENT]
AGREEMENT]
3
WHEREAS, pursuant to the terms, conditions, and provisions of that certain Joinder dated as of
August 21, 2009 executed by PNC, as an additional Lender, PNC agreed to (i) provide a Commitment
equal to $20,000,000.00 and (ii) accept and be bound by all of the terms, conditions, and
provisions of the Original Credit Agreement and the other Loan Documents, as a result of which PNC
became a “Lender” under the Original Credit Agreement and is therefore entitled to all of the
rights, and subject to all of the obligations, of a Lender under the Original Credit Agreement and
the other Loan Documents; and
WHEREAS, PNC’s Commitment under the Credit Facility is evidenced by that certain Revolving
Credit Loan Note #3, dated August 21, 2009 executed by the Borrower, as maker, in favor of PNC, as
payee, in the maximum principal amount of up to $20,000,000.00 (hereinafter referred to as the
“Revolving Credit Loan Note #3”); and
WHEREAS, pursuant to the terms, conditions, and provisions of that certain Joinder dated as of
August 21, 2009 executed by Sovereign, as an additional Lender, Sovereign agreed to (i) provide a
Commitment equal to $40,000,000.00 and (ii) accept and be bound by all of the terms, conditions,
and provisions of the Original Credit Agreement and the other Loan Documents, as a result of which
Sovereign became a “Lender” under the Original Credit Agreement and is therefore entitled to all of
the rights, and subject to all of the obligations, of a Lender under the Original Credit Agreement
and the other Loan Documents; and
WHEREAS, Sovereign’s Commitment under the Credit Facility is evidenced by that certain
Revolving Credit Loan Note #4 dated August 21, 2009 executed by the Borrower, as maker, in favor of
Sovereign, as payee, in the maximum principal amount of up to $40,000,000.00 (hereinafter referred
to as the “Revolving Credit Loan Note #4”); and
WHEREAS, pursuant to the terms, conditions, and provisions of that certain Joinder dated as of
August 21, 2009 executed by RBS, as an additional Lender, RBS agreed to (i) provide a Commitment
equal to $35,000,000.00 and (ii) accept and be bound by all of the terms, conditions, and
provisions of the Original Credit Agreement and the other Loan Documents, as a result of which RBS
became a “Lender” under the Original Credit Agreement and is therefore entitled to all of the
rights, and subject to all of the obligations, of a Lender under the Original Credit Agreement and
the other Loan Documents; and
WHEREAS, RBS’s Commitment under the Credit Facility is evidenced by that certain Revolving
Credit Loan Note #5, dated August 21, 2009 executed by the Borrower, as maker, in favor of RBS, as
payee, in the maximum principal amount of up to $35,000,000.00 (hereinafter referred to as the
“Revolving Credit Loan Note #5”, and hereinafter the Revolving Credit Loan Note #1, the
Revolving Credit Loan Note #2, the Revolving Credit Loan Note #3, the Revolving Credit Loan Note
#4, and the Revolving Credit Loan Note #5 shall be collectively referred to as the
“Notes”); and
WHEREAS, pursuant to that certain Letter Agreement dated August 21, 2009 executed by and
between the Borrower and the Administrative Agent (hereinafter referred to as the “First
Amendment”, and hereinafter the Original Credit Agreement, as amended and modified by the First
Amendment, shall be referred to as the “Credit Agreement”), the Borrower and the
Administrative Agent agreed to amend and modify the terms, conditions, and provisions of the
Original Credit Agreement for the purposes more fully set forth and described in the First
Amendment; and
[SECOND AMENDMENT AND MODIFICATION
AGREEMENT]
AGREEMENT]
4
WHEREAS, pursuant to the terms, conditions, and provisions of that certain Continuing Guaranty
dated November 4, 2009 executed by Verisk Analytics in favor of the Administrative Agent and
the Lenders, Verisk Analytics guarantied the payment and performance of all of the obligations of
the Borrower to the Administrative Agent and the Lenders under the Original Credit Agreement and
the other “Loan Documents” (as such term is defined in the Original Credit Agreement) (hereinafter
referred to as the “Guaranty #2”, and hereinafter the Guaranty #1 and the Guaranty #2 shall
be collectively referred to as the “Guaranties”); and
WHEREAS, the parties hereto have agreed to further amend and modify the Credit Agreement and
the other Loan Documents pursuant to the terms, conditions, and provisions of this Second Amendment
for the purposes more fully set forth and described herein; and
WHEREAS, defined terms used but not expressly defined herein shall have the same meanings when
used herein as set forth in the Credit Agreement.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto hereby promise,
covenant, and agree as follows:
1. Credit Agreement. The Credit Agreement is hereby amended and modified as follows:
(i) The existing Section 2.14 of the Credit Agreement is hereby deleted in its
entirety, and the following new Section 2.14 is hereby inserted in its place and stead:
“2.14 Increase in Facility.
(a) Request for Increase. Provided there exists no
Default, upon prior written notice to the Administrative Agent
(which shall promptly notify the Lenders), the Borrower may, from
time to time, request an increase in the maximum principal amount of
the Facility by an amount (for all such requests) not exceeding
$80,000,000.00 (i.e., the amount which would increase the principal
amount of the Aggregate Commitments to $500,000,000.00);
provided that (i) any such request for an increase shall be
in a minimum amount of $20,000,000.00, and (ii) the Borrower may
make a maximum of three such requests. At the time of sending such
notice, the Borrower (in consultation with the Administrative Agent)
shall specify the time period within which each Lender is requested
to respond (which shall in no event be less than ten (10) Business
Days from the date of delivery of such notice to the Lenders).
(b) Lender Elections to Increase. Each Lender shall
notify the Administrative Agent within such time period whether or
not it agrees to increase its Commitment and, if so, whether by an
amount equal to, greater than, or less than its Applicable
Percentage of such requested increase. Any Lender not responding
within such time period shall be deemed to have declined to increase
its Commitment.
(c) Notification by Administrative Agent; Additional
Lenders. The Administrative Agent shall notify the Borrower and
each Lender of the Lenders’ responses to each request made
hereunder. To achieve the full amount of a requested increase, and
subject to the approval of the Administrative Agent, the L/C Issuer
and the Swing Line
Lender (which approvals shall not be unreasonably withheld), the
Borrower may also invite additional Eligible Assignees to become
Lenders pursuant to a Joinder in form and substance satisfactory to
the Administrative Agent and its counsel.
[SECOND AMENDMENT AND MODIFICATION
AGREEMENT]
AGREEMENT]
5
(d) Effective Date and Allocations. If the Facility is
increased in accordance with this Section, the Administrative Agent
and the Borrower shall determine the effective date (the
“Increase Effective Date”) and the final allocation of such
increase. The Administrative Agent shall promptly notify the
Borrower and the Lenders of the final allocation of such increase
and the Increase Effective Date.
(e) Conditions to Effectiveness of Increase. As a
condition precedent to such increase, the Borrower shall deliver to
the Administrative Agent a certificate of each Loan Party dated as
of the Increase Effective Date (in sufficient copies for each
Lender) signed by a Responsible Officer of such Loan Party (i)
certifying and attaching the resolutions adopted by such Loan Party
approving or consenting to such increase, and (ii) in the case of
the Borrower, certifying that, before and after giving effect to
such increase, (A) the representations and warranties contained in
Article V and the other Loan Documents are true and correct
on and as of the Increase Effective Date, except to the extent that
such representations and warranties specifically refer to an earlier
date, in which case they are true and correct as of such earlier
date, and except that for purposes of this Section 2.14, the
representations and warranties contained in subsections (a) and
(b) of Section 5.05 shall be deemed to refer to the most
recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01, and (B) no Default exists.
The Borrower shall prepay any Loans outstanding on the Increase
Effective Date (and pay any additional amounts required pursuant to
Section 3.05) to the extent necessary to keep the
outstanding Loans ratable with any revised Applicable Percentages
arising from any nonratable increase in the Commitments under this
Section.
(f) Conflicting Provisions. This Section 2.14
shall supersede any provisions in Section 2.13 or
10.01 to the contrary.”
(ii) The existing reference in Section 7.03 of the Credit Agreement to “two and one
half percent (2.5%)” is hereby deleted in its entirety, and a new reference to “five percent (5%)”
is hereby inserted in its place and stead.
(iii) The existing Section 7.17 of the Credit Agreement is hereby deleted in its
entirety, and the following is hereby inserted in its place and stead:
“Intentionally Deleted.”
2. All Loan Documents. Any and all references in any Loan Document to the Credit
Agreement and/or any of the other Loan Documents shall be deemed to refer to the Credit Agreement
or such other Loan Document, as amended and modified up through and including this Second
Amendment.
[SECOND AMENDMENT AND MODIFICATION
AGREEMENT]
AGREEMENT]
6
3. Further Agreements and Representations. The Borrower and the Guarantors do hereby
(i) ratify, confirm and acknowledge that, as amended and modified by this Second Amendment, the
Credit Agreement, the Notes, the Guaranties, and all other Loan Documents continue to be valid,
binding and in full force and effect; (ii) acknowledge and agree that, as of the date hereof, the
Borrower has no defense, set-off, counterclaim or challenge against the payment of any sums due and
owing to the Administrative Agent or any Lender or the enforcement of any of the terms of the
Credit Agreement and/or any of the other Loan Documents; (iii) acknowledge and agree that all
representations and warranties of the Borrower and the Guarantors contained in the Credit
Agreement, the Guaranties, and the other Loan Documents are true, accurate and correct as of the
date hereof as if made on and as of the date hereof, except to the extent any such representation
or warranty is by its terms limited to a certain date or dates in which case it remains true,
accurate and correct as of such date or dates and that none of the corporate documents of the
Borrower or the Guarantors have been materially amended, modified or supplemented since the date of
the execution and delivery of the Credit Agreement; and (iv) represent and warrant that the
Borrower and the Guarantors have taken all necessary action required by law and by their respective
corporate governing documents to execute and deliver this Second Amendment and that such execution
and delivery constitutes the legal and validly binding action of such entities.
4. No Novation. It is the intention of the parties hereto that this Second Amendment
shall not constitute a novation.
5. Additional Documents; Further Assurances. The Borrower and the Guarantors hereby
covenant and agree to execute and deliver to the Administrative Agent, on behalf of the Lenders, or
to cause to be executed and delivered to the Administrative Agent, on behalf of the Lenders,
contemporaneously herewith, at their sole cost and expense, any other documents, agreements,
statements, resolutions, certificates, opinions, consents, searches and information as the
Administrative Agent or any Lender may reasonably request in connection with the matters or actions
described herein. The Borrower and the Guarantors hereby further covenant and agree to execute and
deliver to the Administrative Agent, on behalf of the Lenders, or to use reasonable efforts to
cause to be executed and delivered to the Administrative Agent, on behalf of the Lenders, at the
sole cost and expense of the Borrower and the Guarantors, from time to time, any and all other
documents, agreements, statements, certificates and information as the Administrative Agent or any
Lender shall reasonably request to evidence or effect the terms of the Credit Agreement, the
Guaranties, and/or any of the other Loan Documents. All such documents, agreements, statements,
etc., shall be in form and content reasonably acceptable to the Administrative Agent and the
Lenders.
6. Waiver, Release and Indemnification by the Borrower and the Guarantors. To induce
the Administrative Agent and the Lenders to enter into this Second Amendment, the Borrower and the
Guarantors, and any person or entity claiming by or through any or all of them, each waives and
releases and forever discharges the Administrative Agent and the Lenders and their respective
officers, directors, shareholders, agents, parent corporation, subsidiaries, affiliates, trustees,
administrators, attorneys, predecessors, successors and assigns and the heirs, executors,
administrators, successors and assigns of any such person or entity, as releasees (hereinafter
collectively referred to as the “Releasees”) from any liability, damage (whether direct or
indirect, consequential, special, exemplary, or punitive), claim (including, without limitation,
any claim for contribution or indemnity), loss or expense of any kind, in each case whether now
known or unknown, past or present, asserted or unasserted, contingent or liquidated, at law or in
equity, that it may have against any Releasee arising from the beginning of time to the date hereof
arising out of or relating to the Credit Facility. The Borrower and the Guarantors each further
agrees to indemnify and hold the Releasees harmless from any loss, damage, judgment, liability or
expense (including attorneys’ fees) suffered by or rendered against the Administrative Agent or any
Lender on account of any claims of third parties arising out of or relating to the Credit Facility.
The
Borrower and the Guarantors each further states that it has carefully read the foregoing release
and indemnity, knows the contents thereof and grants the same as its own free act and deed.
[SECOND AMENDMENT AND MODIFICATION
AGREEMENT]
AGREEMENT]
7
7. Status of Parties. The relationship between the Administrative Agent and the
Lenders, on the one hand, and the Borrower, on the other hand, is solely that of administrative
agent and lenders, on the one hand, and borrower, on the other hand. Neither the Administrative
Agent nor the Lenders have any fiduciary or other special relationship with or duty to the Borrower
and none is created by the Loan Documents. Nothing contained in the Loan Documents, and no action
taken or omitted pursuant to the Loan Documents, is intended or shall be construed to create any
partnership, joint venture, association, or special relationship between the Borrower, on the one
hand, and the Administrative Agent and the Lenders, on the other hand, or in any way make the
Administrative Agent or any Lender a co-principal with the Borrower. In no event shall the
Administrative Agent’s or any Lender’s rights and interests under the Loan Documents be construed
to give the Administrative Agent or any Lender the right to control, or be deemed to indicate that
the Administrative Agent or any Lender is in control of, the business, properties, management or
operations of the Borrower.
8. Fees, Costs, Expenses and Expenditures. The Borrower shall pay all of the
Administrative Agent’s and the Lenders’ reasonable expenses in connection with this Second
Amendment, including, without limitation, reasonable fees and disbursements of the Administrative
Agent’s and the Lenders’ legal counsel.
9. No Waiver. Nothing contained herein constitutes an agreement or obligation by the
Administrative Agent or the Lenders to grant any further amendments to any of the Loan Documents,
as amended and modified hereby, and nothing contained herein constitutes a waiver or release by the
Administrative Agent or any Lender of any rights or remedies available to the Administrative Agent
or any Lender under the Loan Documents, as amended and modified hereby, at law or in equity.
10. Inconsistencies. To the extent of any inconsistency between the terms,
conditions, and provisions of this Second Amendment and the terms, conditions, and provisions of
the Credit Agreement, the Notes, the Guaranties, and all other Loan Documents, the terms,
conditions, and provisions of this Second Amendment shall govern and control. All terms,
conditions, and provisions of the Credit Agreement, the Notes, the Guaranties, and all other Loan
Documents not inconsistent herewith shall remain in full force and effect and are hereby ratified
and confirmed by the Borrower and the Guarantors.
11. Binding Effect; Governing Law. This Second Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and/or assigns. This
Second Amendment shall be governed by and construed in accordance with the laws of the State of New
York.
12. Headings. The headings of the Articles, Sections, paragraphs and clauses of this
Second Amendment are inserted for convenience only and shall not be deemed to constitute a part of
this Second Amendment.
13. Counterparts. This Second Amendment may be executed in any number of
counterparts, each of which, when taken together, shall be deemed one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SECOND AMENDMENT AND MODIFICATION
AGREEMENT]
AGREEMENT]
8
IN WITNESS WHEREOF, the Administrative Agent, the Lenders, the Borrower, and the Guarantors
have duly executed and delivered this Second Amendment, all as of the day and year first written
above.
| BORROWER: | ||||||
| ATTEST: | INSURANCE SERVICES OFFICE, INC., as the Borrower | |||||
By:
|
/s/ | By: | /s/ | |||
| Name: Xxxxxxx X. Xxxxxxxx | Name: Xxxx X. Xxxxxxxxxx | |||||
| Title: Senior Vice President and Chief Financial Officer | ||||||
| GUARANTORS: | ||||||
| ATTEST: | ISO CLAIMS SERVICES, INC., a Delaware corporation | |||||
By:
|
/s/ | By: | /s/ | |||
| Name: Xxxxxxx X. Xxxxxxxx | Name: Xxxx X. Xxxxxxxxxx | |||||
| Title: Vice President | ||||||
| ATTEST: | ISO INVESTMENT HOLDINGS, INC., a Delaware corporation | |||||
By:
|
/s/ | By: | /s/ | |||
| Name: Xxxxxxx X. Xxxxxxxx | Name: Xxxx X. Xxxxxxxxxx | |||||
| Title: President | ||||||
| ATTEST: | AIR WORLDWIDE CORPORATION, a Delaware corporation |
|||||
By:
|
/s/ | By: | /s/ | |||
| Name: Xxxxxxx X. Xxxxxxxx | Name: Xxxx X. Xxxxxxxxxx | |||||
| Title: Vice President | ||||||
[SECOND AMENDMENT AND MODIFICATION
AGREEMENT]
AGREEMENT]
9
| ATTEST: | ISO SERVICES, INC., a Delaware corporation | |||||
By:
|
/s/ | By: | /s/ | |||
| Name: Xxxxxxx X. Xxxxxxxx | Name: Xxxx X. Xxxxxxxxxx | |||||
| Title: Vice President | ||||||
| ATTEST: | XACTWARE SOLUTIONS, INC., a Delaware corporation | |||||
By:
|
/s/ | By: | /s/ | |||
| Name: Xxxxxxx X. Xxxxxxxx | Name: Xxxx X. Xxxxxxxxxx | |||||
| Title: Vice President | ||||||
| ATTEST: | VERISK HEALTH, INC., a Massachusetts corporation | |||||
By:
|
/s/ | By: | /s/ | |||
| Name: Xxxxxxx X. Xxxxxxxx | Name: Xxxx X. Xxxxxxxxxx | |||||
| Title: | ||||||
| ATTEST: | INTERTHINX, INC., a California corporation | |||||
By:
|
/s/ | By: | /s/ | |||
| Name: Xxxxxxx X. Xxxxxxxx | Name: Xxxx X. Xxxxxxxxxx | |||||
| Title: Vice President | ||||||
| ATTEST: | D2HAWKEYE, INC., a Delaware corporation | |||||
By:
|
/s/ | By: | /s/ | |||
| Name: Xxxxxxx X. Xxxxxxxx | Name: Xxxx X. Xxxxxxxxxx | |||||
| Title: Vice President | ||||||
| ATTEST: | VERISK ANALYTICS, INC., a Delaware corporation | |||||
By:
|
/s/ | By: | /s/ | |||
| Name: Xxxxxxx X. Xxxxxxxx | Name: Xxxx X. Xxxxxxxxxx | |||||
| Title: Vice President | ||||||
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURES CONTINUE ON THE NEXT PAGE]
SIGNATURES CONTINUE ON THE NEXT PAGE]
[SECOND AMENDMENT AND MODIFICATION
AGREEMENT]
AGREEMENT]
10
| ADMINISTRATIVE AGENT: BANK OF AMERICA, NATIONAL ASSOCIATION |
||||
| By: | /s/ | |||
| Xxxxxxx X. Xxxxxx | ||||
| Senior Vice President | ||||
| LENDERS: BANK OF AMERICA, NATIONAL ASSOCIATION, as a Lender, L/C Issuer, and Swing Line Lender |
||||
| By: | /s/ | |||
| Xxxxxxx X. Xxxxxx | ||||
| Senior Vice President | ||||
| JPMORGAN CHASE BANK, N.A. |
||||
| By: | /s/ | |||
| Name: | ||||
| Title: | ||||
| XXXXXX XXXXXXX BANK, N.A. |
||||
| By: | /s/ | |||
| Name: | ||||
| Title: | ||||
| XXXXX FARGO BANK, N.A. |
||||
| By: | /s/ | |||
| Name: | ||||
| Title: | ||||
[SECOND AMENDMENT AND MODIFICATION
AGREEMENT]
AGREEMENT]
11
| SUNTRUST BANK |
||||
| By: | /s/ | |||
| Name: | ||||
| Title: | ||||
| PNC BANK, N.A. |
||||
| By: | /s/ | |||
| Name: | ||||
| Title: | ||||
| SOVEREIGN BANK |
||||
| By: | /s/ | |||
| Name: | ||||
| Title: | ||||
| RBS CITIZENS, N.A. |
||||
| By: | /s/ | |||
| Name: | ||||
| Title: | ||||
[SECOND AMENDMENT AND MODIFICATION
AGREEMENT]
AGREEMENT]
12
